---

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, 2012

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)

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

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

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

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

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

Common shares with no par value

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

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

138,574,061 common shares as of March 31, 2012

Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act.  [ ] Yes[ x
] No

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

[    ] Yes       [ x ] No

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

[ 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       [    ] No

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- 2 -

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 [    ]
|---------------- | ----------------------------------------------------------- | ------------
|                 | by the International Accounting
      Standards Board [ x ] |             

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

Item 17 [    ]        Item 18 [    ]

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

[    ] Yes         [ x ] No

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- 3 -

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

|         |                                                                                    | Page
|-------- | ---------------------------------------------------------------------------------- | ----
|ITEM 1.  | IDENTITY OF
      DIRECTORS, SENIOR MANAGEMENT AND ADVISERS                        | 8   
|ITEM 2.  | OFFER STATISTICS AND EXPECTED TIMETABLE                                            | 9   
|ITEM 3.  | KEY
      INFORMATION                                                              | 10  
|ITEM 4.  | INFORMATION ON THE COMPANY                                                         | 16  
|ITEM 4A  | UNRESOLVED
      STAFF COMMENTS                                                    | 29  
|ITEM 5   | OPERATING AND FINANCIAL REVIEW AND PROSPECTS                                       | 30  
|ITEM 6   | DIRECTORS,
      SENIOR MANAGEMENT AND EMPLOYEES                                   | 36  
|ITEM 7   | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS                                  | 46  
|ITEM 8   | FINANCIAL
      INFORMATION                                                        | 48  
|ITEM 9   | THE OFFER AND LISTING                                                              | 49  
|ITEM 10  | ADDITIONAL
      INFORMATION                                                       | 50  
|ITEM 11  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                         | 62  
|ITEM 12  | DESCRIPTION OF
      SECURITIES OTHER THAN EQUITY SECURITIES                       | 63  
|ITEM 13  | DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES                                    | 64  
|ITEM 14  | MATERIAL MODIFICATIONS TO
      THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS | 65  
|ITEM 15  | CONTROLS AND PROCEDURES                                                            | 66  
|ITEM 16  | AUDIT
      COMMITTEE, CODE OF ETHICS, ACCOUNTANT FEES AND EXEMPTIONS              | 68  
|ITEM 16A | AUDIT COMMITTEE FINANCIAL EXPERT                                                   | 69  
|ITEM 16B | CODE OF ETHICS                                                                     | 70  
|ITEM 16C | PRINCIPAL ACCOUNTANT FEES AND SERVICES                                             | 71  
|ITEM 16D | EXEMPTIONS
      FROM LISTING STANDARDS FOR AUDIT COMMITTEES                       | 72  
|ITEM 16E | PURCHASES OF
      EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS.      | 73  
|ITEM 16F | CHANGE IN
      REGISTRANT'S CERTIFYING ACCOUNTANT                                 | 74  
|ITEM 16G | CORPORATE GOVERNANCE                                                               | 75  
|ITEM 17  | FINANCIAL
      STATEMENTS                                                         | 76  
|ITEM 18  | FINANCIAL STATEMENTS                                                               | 77  
|ITEM 19  | EXHIBITS                                                                           | 78  

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- 4 -

GENERAL

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

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

Except as noted, the information set forth in this Annual
Report is as of July 24, 2012 and all information included in this document
should only be considered correct as of such date.

GLOSSARY OF TERMS

Certain terms used herein are defined as follows:

|Induced Polarization (IP) Survey | A geophysical survey used to identify a feature that
      appears to be different from the typical or background survey results when
      tested for levels of electro-conductivity; IP detects both chargeable,
      pyrite-bearing rock and non-conductive rock that has a high content of
      quartz.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Mineral Reserve                  | Securities and Exchange Commission Industry Guide 7
      Description of Property by Issuers Engaged or to be Engaged in
      Significant Mining Operations (under the United States
      Securities Exchange Act of 1934, as amended) defines a 'reserve' as that
      part of a mineral deposit which could be economically and legally
      extracted or produced at the time of the reserve determination. Reserves
      consist of:
      (1) Proven (Measured) Reserves.Reserves for
      which: (a) quantity is computed from dimensions revealed in outcrops,
      trenches, workings or drill holes; grade and/or quality are computed from
      the results of detailed sampling; and (b) the sites for inspection,
      sampling and measurement are spaced so closely and the geologic character
      is so well defined that size, shape, depth and mineral content of reserves
      are well-established.
      (2) Probable (Indicated) Reserves.Reserves for
      which quantity and grade and/or quality are computed from information
      similar to that used for proven (measured) reserves, but the sites for
      inspection, sampling and measurement are farther apart or are otherwise
      less adequately spaced. The degree of assurance, although lower than that
      for proven (measured) reserves, is high enough to assume continuity
      between points of observation.
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                 | As a reporting issuer under the Securities 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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- 5 -

|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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- 6 -

|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.                                               
|Porphyry Deposit         | Mineral deposit characterized by widespread
      disseminated or veinlet- hosted sulphide mineralization, characterized by
      large tonnage and moderate to low grade.                                                           
|Sulphide                 | A compound of sulphur with another element,
      typically a metallic element or compound.                                                                                                                                          
|Vein                     | A tabular or sheet-like mineral deposit with
      identifiable walls, often filling a fracture or fissure.                                                                                                                          

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.

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;

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- 7 -

- 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.

STATUS AS AN EMERGING GROWTH COMPANY

Recently the United States Congress passed the Jumpstart Our
Business Startups Act of 2012 (the "JOBS Act"), which provides for certain
exemptions from various reporting requirements applicable to public companies
that are reporting companies but not "emerging growth companies." The Company is
an "emerging growth company" as defined in section 3(a) of the Exchange Act (as
amended by the JOBS Act, enacted on April 5, 2012), and the Company will
continue to qualify as an "emerging growth company" until the earliest to occur
of: (a) the last day of the fiscal year during which the Company has total
annual gross revenues of US$1,000,000,000 (as such amount is indexed for
inflation every 5 years by the SEC) or more; (b) the last day of the Company's
fiscal year following the fifth anniversary of the date of the first sale of
common equity securities pursuant to an effective registration statement under
the Securities Act; (c) the date on which the Company has, during the previous
3-year period, issued more than US$1,000,000,000 in non-convertible debt; or (d)
the date on which the Company is deemed to be a "large accelerated filer", as
defined in Exchange Act Rule 12b2. Therefore, the Company expects to continue
to be an emerging growth company for the foreseeable future.

Generally, a registrant that registers any class of its
securities under section 12 of the Exchange Act is required to include in the
second and all subsequent annual reports filed by it under the Exchange Act, a
management report on internal control over financial reporting and, subject to
an exemption available to registrants that are neither an "accelerated filer" or
a "larger accelerated filer" (as those terms are defined in Exchange Act Rule
12b-2), an auditor attestation report on management's assessment of internal
control over financial reporting. However, for so long as the Company continues
to qualify as an emerging growth company, the Company will be exempt from the
requirement to include an auditor attestation report in its annual reports filed
under the Exchange Act, even if it were to qualify as an "accelerated filer" or
a "larger accelerated filer". In addition, section 103(a)(3) of the
Sarbanes-Oxley Act of 2002 has been amended by the JOBS Act to provide that,
among other things, auditors of an emerging growth company are exempt from the
rules of the Public Company Accounting Oversight Board requiring mandatory audit
firm rotation or a supplement to the auditor's report in which the auditor would
be required to provide additional information about the audit and the financial
statements of the registrant (auditor discussion and analysis). Additionally,
the Company has irrevocably elected to comply with new or revised accounting
standards even though it is an emerging growth company.

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- 8 -

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

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

Not applicable.

|B. | Advisors
|-- | --------

Not applicable.

|C. | Auditors
|-- | --------

Not applicable.

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- 9 -

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

Not applicable.

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- 10 -

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

|A. | Selected Financial Data
|-- | -----------------------

The following tables summarize selected financial data for
Amarc extracted from the Company's audited financial statements for the fiscal
years ended March 31, 2012 and 2011. The data should be read in conjunction with
our audited financial statements for the fiscal years ended March 31, 2012 and
2011 included in Item 18 in this annual report.

The following table is derived from the financial statements of
the Company which have been prepared in accordance with and using accounting
policies in full compliance with International Financial Reporting Standards
("IFRS") and International Accounting Standards ("IAS") issued by the
International Accounting Standards Board ("IASB"), and interpretations of the
International Financial Reporting Interpretations Committee ("IFRIC"), effective
for the Company's reporting for the fiscal years ended March 31, 2012 and 2011.
This is the Company's first set of annual financial statements prepared in
accordance with IFRS.

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

STATEMENT OF FINANCIAL POSITION DATA

|(C$000)                    |   |         |   |   |         |  
|-------------------------- | - | ------- | - | - | ------- | -
|                           |   | 2012    |   |   | 2011    |  
|Plant and Equipment, Net   | $ | 1       |   | $ | 27      |  
|Mineral Property Interests |   |        |   |   |        |  
|Total Assets               |   | 18,176  |   |   | 9,550   |  
|Total Liabilities          |   | 961     |   |   | 660     |  
|Working Capital            |   | 16,224  |   |   | 7,520   |  
|Share Capital              |   | 58,741  |   |   | 45,482  |  
|Reserve                    |   | 4,558   |   |   | 1,918   |  
|Accumulated Deficit        |   | (46,083 | ) |   | (38,510 | )
|Net Assets                 |   | 17,216  |   |   | 8,890   |  
|Shareholders' Equity       |   | 17,216  |   |   | 8,890   |  

STATEMENT OF COMPREHENSIVE LOSS DATA

|(C$000, except per share amounts)                    |   |             |   |   |            |  
|---------------------------------------------------- | - | ----------- | - | - | ---------- | -
|                                                     |   | 2012        |   |   | 2011       |  
|Interest and other income                            | $ | (83         | ) | $ | (63        | )
|General and administrative expenses                  |   | 1,752       |   |   | 1,273      |  
|Exploration expenditures                             |   | 6,578       |   |   | 5,484      |  
|Share-based payments                                 |   | 800         |   |   |           |  
|Other                                                |   | (65         | ) |   | 47         |  
|Gain on sale of mineral property                     |   | (679        | ) |   |           |  
|Flow-through shares premium                          |   | (730        | ) |   | (275       | )
|Net loss (income) for the year                       |   | 7,573       |   |   | 6,466      |  
|Other Comprehensive (Income)/Loss                    | $ | (15         | ) | $ | (68        | )
|Total Comprehensive (Income)/Loss                    |   | 7,558       |   |   | 6,398      |  
|Basic and diluted net income (loss) per
      share  | $ | (0.07       | ) | $ | (0.07      | )
|Weighted average number of common shares outstanding |   | 102,759,226 |   |   | 89,132,492 |  

Pursuant to SEC Release No. 33-8567 "First-Time Application of
International Financial Reporting Standards", the Company is only required to
include selected financial data prepared in compliance with IFRS extracted or
derived from the consolidated financial statements for the years ended March 31,
2012 and 2011 (earlier periods are not required to be included).

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

Currency and Exchange Rates

On July 24, 2012, the rate of exchange of the Canadian dollar,
based on the daily noon rate in Canada as published by the Bank of Canada, was
US$1.00 = Canadian $1.0208. 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.

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- 11 -

For year ended March 31(Canadian Dollar per U.S. Dollar)2012
    
    
    2011
    
    
    2010
    
    
    2009
    
    
    2008End of Period
    $
    0.9991
    
    $
    0.9718
    
    $
    1.0156
    
    $
    1.2602
    
    $
    1.0279Average for the Period*
    $
    0.9930
    
    $
    1.0197
    
    $
    1.1240
    
    $
    1.1347
    
    $
    1.0256High for the Period
    $
    1.0604
    
    $
    1.0778
    
    $
    1.2643
    
    $
    1.3000
    
    $
    1.1584Low for the Period
    $
    0.9449
    
    $
    0.9686
    
    $
    1.0113
    
    $
    0.9844
    
    $
    0.9170


| | * | The average rate for each period is the average of the
      daily noon rates on the last day of each month during the
  period.
| | - | --------------------------------------------------------------------------------------------------------------------------------

Monthly High and Low Exchange Rate (Canadian Dollar per U.S.
      Dollar)High
    
    
    LowJuly 2012 (Until July 24, 2012)
    $
    1.0251
    
    $
    1.0066June 2012
    $
    1.0418
    
    $
    1.0178May 2012
    $
    1.0349
    
    $
    0.9839April 2012
    $
    1.0039
    
    $
    0.9807March 2012
    $
    1.0015
    
    $
    0.9849


|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.

---

- 12 -

The Company may be subject to land claims by aboriginal groups.
Some of our properties are located near First Nations communities, and the
exploration and development of these properties may be subject to aboriginal
rights and title, and opposition by First Nations communities.

If it is determined that First Nations have aboriginal rights
in the area the Company would enter into consultation with them and potentially,
agreements generally referred to as Impact Benefits Agreements would be
negotiated.

We may be required to enter into other agreements with such
First Nations in order to explore or develop our properties, which could reduce
the expected earnings from future production, if any.

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.

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 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, 2012 the Company had working capital of
approximately $16.2 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;

---

- 13 -

- 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
- 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.

---

- 14 -

The Company may be dependent on 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 "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.

---

- 15 -

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

As of July 24, 2012, Amarc had approximately 5.6 million share
purchase options 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.

---

- 16 -

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

|A. | History and Development of the
  Company
|-- | ----------------------------------------

Incorporation

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

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

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

Offices

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

Company Development

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

|B. | Business Overview
|-- | -----------------

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

British Columbia Mineral Tenure

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

Mineral Properties and Exploration Activities and
Plans

Amarc is focused on mineral exploration at its 100% owned
Newton, Galileo, Franklin, Darwin and Hubble properties, which are located
within a new gold belt in south-central British Columbia ("BC"). The Newton and
Galileo properties are located 175 kilometers south and 16 kilometers west,
respectively, of New Gold Inc.'s Blackwater gold deposit (see Figure 1).

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- 17 -

The gold mineralization at Newton is similar in age and
geological characteristics to the mineralization at Blackwater. The Company
recently completed approximately 16,000 meters of delineation drilling in 45
diamond drill holes at Newton. A mineral resource estimate in compliance with
National Instrument 43-101 is underway.

At Galileo, field evaluation of five sulphide mineralized
systems identified by Induced Polarization ("IP") field geophysical surveys in
2011 has commenced in order to prioritize the targets for drill testing.

The Company has assembled a capable and experienced mineral
exploration team to achieve its objective of discovering and developing BC's
next major gold (± copper) mine.

The Newton Property

The Newton property is located approximately 110 kilometers
southwest of the City of Williams Lake, BC (see Figure 1). Wide spaced
exploration core drilling by previous operators at Newton tested for
porphyry-style copper mineralization which, 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 meters of
1.15 g/t gold (including 41 meters at 2.49 g/t gold), 95 meters 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 suggested that the property held potential for a bulk-tonnage gold
deposit.

By early 2011 Amarc had completed 42 very wide spaced diamond
drill holes within a major sulphide mineralized system, as indicated by an
extensive chargeability IP anomaly, which extends over an area of approximately
eight square kilometers. Several of the drill holes located in the southeastern
sector of this extensive mineralized system intercepted broad continuous
intervals of bulk-tonnage style gold and silver mineralization. Significant
assay results from the discovery drill program include hole 9001 (69 meters at
1.41 g/t gold), hole 9003 (129 meters at 0.84 g/t gold), hole 9004 (189 meters
at 1.56 g/t gold including 141 meters at 2.01 g/t gold), and hole 9014 (138
meters at 0.74 g/t gold) (see the MD&A in respect of June 30, 2011 for
tabulated assay results for the 14-hole, 2010 discovery drill program). It was
also established that the discovery zone had the potential to extend eastward
under shallow cover from hole 11040 which intercepted 156 meters at 0.58 g/t
gold including 27 meters at 1.12 g/t gold from surface (see the MD&A in
respect of June 30, 2011 for tabulated assay results for the 28-hole, 2011 drill
program).

Drilling designed to delineate the grade and continuity of gold
  mineralization extending under shallow cover from Amarc's discovery zone
  commenced in late September 2012. To date 16,000 meters of drilling in 45
  diamond holes have been completed (holes 11044 to 12088). Total drilling of the
  Newton deposit is now approximately 23,300 meters in 72 holes. Results from the
  delineation drilling are summarized in the Table of Assay Results below.

Drilling activities on the project have now been placed on
standby, so that all assay results and information from on-going geological
studies can be compiled and a resource estimate for the Newton deposit
completed.

Permits for an extensive IP ground geophysical survey and
additional drilling have been received. Two crews have been mobilized to the
Newton site and IP geophysical surveys are underway around the Newton discovery
to test for additional mineralized zones.

NEWTON PROJECT
ASSAY RESULTS FROM THE 2011 - 2012
DELINEATION DRILL PROGRAM

Drill Hole ID
    Incl.
    From (m)
    To (m)
    Int.3 (m)
    Au (g/t)
    Ag (g/t)
    AuEQ1 (g/t)11044
    
    56.4
    350.0
    293.6
    0.61
    2.3
    0.6511044
    incl.
    56.4
    204.0
    147.6
    0.73
    3.1
    0.7911044
    and
    56.4
    92.0
    35.6
    1.43
    6.0
    1.5311044
    incl.
    272.0
    338.0
    66.0
    0.84
    1.8
    0.8711044
    and
    272.0
    317.0
    45.0
    1.02
    2.0
    1.0511045
    
    16.3
    178.0
    161.7
    1.05
    3.6
    1.1111045
    incl.
    52.0
    178.0
    126.0
    1.24
    4.1
    1.3111045
    and
    79.0
    157.0
    78.0
    1.71
    5.1
    1.8011045
    and
    79.0
    115.0
    36.0
    2.51
    8.7
    2.6511045
    and
    85.0
    88.0
    3.0
    12.50
    18.5
    12.8111046
    
    68.0
    83.0
    15.0
    0.23
    1.7
    0.26


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- 18 -

Drill Hole ID
    Incl.
    From (m)
    To (m)
    Int.3 (m)
    Au (g/t)
    Ag (g/t)
    AuEQ1 (g/t)11047
    
    17.0
    50.0
    33.1
    0.54
    3.1
    0.5911048
    
    34.0
    175.0
    141.0
    0.65
    1.7
    0.6811048
    incl.
    34.0
    49.0
    15.0
    0.80
    4.1
    0.8611048
    incl.
    73.0
    109.0
    36.0
    1.23
    2.2
    1.2611048
    
    277.0
    337.0
    60.0
    0.60
    2.1
    0.6311049
    
    23.5
    144.0
    120.5
    0.86
    2.2
    0.9011049
    incl.
    23.5
    84.0
    60.5
    1.21
    2.3
    1.2411049
    
    213.0
    342.0
    129.0
    0.71
    3.4
    0.7611049
    incl.
    228.0
    261.0
    33.0
    1.00
    5.2
    1.0811049
    incl.
    297.0
    315.0
    18.0
    1.40
    2.3
    1.4311050
    No reportable
      intercepts11051
    
    81.0
    129.0
    48.0
    0.77
    3.7
    0.8411051
    incl.
    81.0
    102.0
    21.0
    0.96
    5.5
    1.0511051
    
    315.0
    408.0
    93.0
    0.76
    1.8
    0.7911051
    incl.
    366.0
    408.0
    42.0
    1.21
    0.8
    1.2211051a
    No reportable
      intercepts11052
    
    48.0
    456.0
    408.0
    0.60
    2.6
    0.6411052
    incl.
    48.0
    207.0
    159.0
    0.84
    3.1
    0.8911052
    and
    99.0
    207.0
    108.0
    1.00
    3.6
    1.0611052
    and
    138.0
    207.0
    69.0
    1.23
    4.7
    1.3111052
    and
    168.0
    171.0
    3.0
    7.70
    3.6
    7.7611052
    incl.
    318.0
    456.0
    138.0
    0.60
    2.8
    0.6511052
    and
    378.0
    456.0
    78.0
    0.73
    2.8
    0.7811052
    and
    378.0
    426.0
    48.0
    0.93
    3.8
    0.9911053
    
    79.0
    94.0
    15.0
    0.47
    1.9
    0.5011053
    
    166.0
    187.0
    21.0
    0.65
    1.4
    0.6711053
    
    235.0
    271.0
    36.0
    0.87
    1.5
    0.9011053
    incl.
    235.0
    238.0
    3.0
    3.58
    1.4
    3.6011053
    and
    256.0
    259.0
    3.0
    4.89
    3.5
    4.9511053
    
    445.0
    475.0
    30.0
    0.64
    1.0
    0.6611054
    
    43.0
    442.0
    399.0
    0.50
    2.4
    0.5411055
    
    30.1
    151.0
    120.9
    0.70
    2.4
    0.7411055
    incl.
    78.0
    151.0
    73.0
    0.86
    2.0
    0.9011055
    
    238.0
    286.0
    48.0
    0.57
    2.8
    0.6211056
    No reportable
      intercepts12057
    
    68.0
    134.0
    66.0
    0.60
    3.3
    0.6512057
    incl.
    89.0
    134.0
    45.0
    0.70
    3.5
    0.7612057
    
    149.0
    164.0
    15.0
    0.63
    2.0
    0.6712057
    
    239.0
    254.0
    15.0
    1.30
    2.7
    1.3512057
    
    269.0
    305.0
    36.0
    0.54
    0.9
    0.56120584
    
    36.0
    42.0
    6.0
    0.47
    7.8
    0.6012059
    No reportable
      intercepts


---

- 19 -

Drill Hole ID
    Incl.
    From (m)
    To (m)
    Int.3 (m)
    Au (g/t)
    Ag (g/t)
    AuEQ1 (g/t)12060
    
    11.6
    332.9
    321.3
    0.55
    3.0
    0.6012060
    incl.
    11.6
    179.9
    168.3
    0.71
    3.8
    0.7712060
    and
    21.0
    99.0
    78.0
    0.93
    6.2
    1.0312060
    and
    75.0
    99.0
    24.0
    1.84
    12.4
    2.0412060
    and
    147.0
    177.0
    30.0
    0.69
    1.5
    0.7212061
    
    82.0
    154.0
    72.0
    0.31
    1.6
    0.3412061
    
    334.0
    343.0
    9.0
    0.48
    2.3
    0.5212062
    
    354.0
    372.0
    18.0
    0.49
    1.2
    0.5112062
    
    390.0
    435.0
    45.0
    0.41
    1.5
    0.4312063
    
    28.0
    34.0
    6.0
    1.13
    4.6
    1.2112063
    
    52.0
    208.0
    156.0
    0.40
    12.7
    0.6112063
    incl.
    52.0
    139.0
    87.0
    0.49
    19.9
    0.8212063
    and
    52.0
    76.0
    24.0
    0.71
    24.1
    1.1112064
    
    22.4
    43.0
    20.6
    0.65
    2.7
    0.7012064
    
    76.0
    91.0
    15.0
    0.55
    6.1
    0.6512065
    
    19.2
    28.0
    8.8
    0.39
    5.5
    0.4812065
    
    43.0
    388.0
    345.0
    0.43
    3.6
    0.4912065
    incl.
    46.0
    67.0
    21.0
    0.49
    7.7
    0.6212065
    incl.
    97.0
    112.0
    15.0
    0.37
    17.5
    0.6612065
    incl.
    205.0
    388.0
    183.0
    0.55
    2.0
    0.5912065
    and
    244.0
    328.0
    84.0
    0.72
    2.0
    0.7612065
    and
    244.0
    259.0
    15.0
    1.09
    2.3
    1.1312065
    and
    292.0
    328.0
    36.0
    0.82
    2.5
    0.8612066
    No reportable
      intercepts12067
    
    19.5
    100.0
    80.5
    0.32
    7.3
    0.4512067
    incl.
    19.5
    55.0
    35.5
    0.44
    6.6
    0.5512067
    
    160.0
    250.0
    90.0
    0.30
    2.7
    0.3512068
    
    33.0
    39.0
    6.0
    0.47
    1.8
    0.5012068
    
    66.0
    162.0
    96.0
    0.46
    2.8
    0.5112068
    incl.
    126.0
    162.0
    36.0
    0.69
    4.0
    0.7512068
    and
    147.0
    162.0
    15.0
    1.02
    5.9
    1.1212068
    
    246.0
    252.0
    6.0
    0.92
    2.0
    0.9612069
    
    28.0
    102.0
    74.0
    0.40
    3.9
    0.4712069
    incl.
    63.0
    72.0
    9.0
    0.76
    3.8
    0.8212069
    incl.
    90.0
    102.0
    12.0
    0.56
    4.8
    0.6412069
    
    279.0
    306.0
    27.0
    0.49
    2.8
    0.5412070
    
    74.0
    104.0
    30.0
    0.38
    3.0
    0.4312070
    
    203.0
    221.0
    18.0
    0.35
    0.8
    0.3612070
    
    266.0
    293.0
    27.0
    0.80
    3.1
    0.8612070
    incl.
    278.0
    293.0
    15.0
    1.12
    4.9
    1.2012071
    
    104.0
    113.0
    9.0
    0.33
    0.3
    0.3312071
    
    203.0
    218.0
    15.0
    0.40
    1.9
    0.43


---

- 20 -

Drill Hole ID
    Incl.
    From (m)
    To (m)
    Int.3 (m)
    Au (g/t)
    Ag (g/t)
    AuEQ1 (g/t)12072
    No reportable intercepts12073
    
    115.0
    124.0
    9.0
    0.37
    0.8
    0.3812074
    
    37.0
    46.0
    9.0
    0.40
    2.0
    0.4312075
    No reportable
      intercepts12076
    
    288.0
    459.0
    171.0
    0.69
    2.1
    0.7312076
    incl.
    321.0
    447.0
    126.0
    0.82
    2.2
    0.8612076
    and
    321.0
    342.0
    21.0
    0.96
    4.6
    1.0412076
    and
    384.0
    447.0
    63.0
    1.07
    1.5
    1.0912077
    
    94.0
    106.0
    12.0
    0.33
    0.8
    0.3512078
    No reportable
      intercepts12079
    
    20.2
    173.0
    152.8
    0.70
    4.7
    0.7812079
    incl.
    23.0
    53.0
    30.0
    1.08
    9.8
    1.2412079
    incl.
    116.0
    173.0
    57.0
    0.78
    3.8
    0.8412080
    No reportable
      intercepts12081
    
    130.0
    139.0
    9.0
    0.53
    1.2
    0.5512082
    
    38.0
    242.0
    204.0
    0.71
    3.1
    0.7612082
    incl.
    56.0
    98.0
    42.0
    0.84
    4.7
    0.9212082
    incl.
    125.0
    131.0
    6.0
    3.40
    6.0
    3.5012082
    incl.
    158.0
    188.0
    30.0
    0.85
    4.2
    0.9212082
    incl.
    194.0
    224.0
    30.0
    0.82
    1.5
    0.8512082
    
    305.0
    314.0
    9.0
    0.52
    3.9
    0.5812082
    
    365.0
    401.0
    36.0
    0.42
    1.9
    0.4512083
    
    106.0
    118.0
    12.0
    0.66
    3.6
    0.7212083
    
    136.0
    145.0
    9.0
    0.36
    0.9
    0.3712083
    
    160.0
    205.0
    45.0
    0.57
    2.1
    0.6012083
    incl.
    160.0
    184.0
    24.0
    0.79
    1.7
    0.8212083
    
    259.0
    289.0
    30.0
    0.57
    4.5
    0.6412084
    
    69.0
    72.0
    3.0
    4.71
    1.3
    4.7312084
    
    90.0
    99.0
    9.0
    1.01
    8.0
    1.1412084
    
    153.0
    195.0
    42.0
    0.56
    3.7
    0.6212084
    incl.
    156.0
    180.0
    24.0
    0.70
    5.0
    0.7812084
    
    243.0
    279.0
    36.0
    2.63
    2.4
    2.6712084
    incl.
    249.0
    252.0
    3.0
    21.10
    1.2
    21.1212084
    
    291.0
    549.0
    258.0
    0.44
    1.4
    0.4712084
    incl.
    360.0
    432.0
    72.0
    0.58
    1.1
    0.6012084
    incl.
    507.0
    546.0
    39.0
    0.76
    2.2
    0.8012085
    No reportable
      intercepts12086
    
    14.6
    23.0
    8.4
    0.32
    1.0
    0.3412086
    
    173.0
    179.0
    6.0
    1.80
    5.2
    1.8912086
    
    260.0
    290.0
    30.0
    0.38
    1.0
    0.3912087
    No reportable
      intercepts12088
    No reportable
      intercepts


---

- 21 -

Notes:

|1. | Gold equivalent calculations use metal prices of Au
      US$1200/oz and Ag US$20/oz. Metallurgical recoveries and net smelter
      returns are assumed to be 100%.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                     
|2. | All holes are vertical, except for holes 12063, 12064,
      12072, 12074, 12080, 12086 and 12088                                                                   
|   |                                                                                                                                                                     
|3. | Widths reported are drill widths, such that true
      thicknesses are unknown. All assay intervals represent length weighted
      averages.                       
|   |                                                                                                                                                                     
|4. | Hole lost at 112 meters when entering favored host
      rock.                                                                                                      

The age and geological characteristics of the gold
mineralization drilled at Newton demonstrate striking similarities to the
mineralization at New Gold's Blackwater deposit located approximately 175
kilometers to the north.

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

Included in the approximately 1,290 square kilometer Newton
property are extensive mineral claims extending to the south of the discovery
area. The region has favorable geology and geochemistry for porphyry gold-copper
deposits and possibly Newton-style gold deposits. In 2010 and 2011, Amarc
delineated a number of deposit scale targets for ground follow-up by combining
in-house knowledge, public domain data and the results of a 7,000-line kilometer
ZTEM survey (Z-Axis Tipper Electromagnetic System) and a high-sensitivity
magnetometer airborne geophysical survey.

Field evaluations in 2010 and 2011, including prospecting, soil
geochemical sampling and IP geophysical surveys, were completed on selected
targets. These field surveys defined four significant IP geophysical targets for
drill testing, three of which have coincident copper-molybdenum multi-element
geochemical anomalies.

The Newton property is located some 100 kilometers west of the
City of Williams Lake in a region characterized by subdued topography. The
district 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 (Proven and Probable Reserves
of 472 million tonnes grading 0.315% copper and 0.008% molybdenum, Taseko Mines
Limited) that has been in operation, with some years of historic shutdowns,
since 1973, and the Mount Polley copper-gold mine (Proven and Probable Reserves
of 46.2 million tonnes grading 0.34% copper, 0.29 g/t gold and 0.95 g/t Ag,
Imperial Metals Corp.) that commenced production in 2008, as well as late-stage
development projects  notably the New Prosperity gold-copper project (Proven
and Probable Reserves of 831 million tonnes grading 0.43 g/t gold and 0.22%
copper, Taseko Mines Limited).

Amarc Acquires 100% of Newton

In August 2009, the Company entered into an agreement ("Newton
Agreement") with Newton Gold Corp. ("Newton Gold") (at that time named High
Ridge Resources Inc.), whereby the Company acquired the right to earn an 80%
interest in the Newton property by making certain cash and share payments to the
underlying owners and funding $4,940,000 in exploration expenditures over a
specified period.

The agreement with Newton Gold was subject to an underlying
option agreement ("Underlying Agreement") with arm's length parties, whereby
Newton Gold had the right to acquire a 100% undivided interest in all the claims
held under that Underlying Agreement through a series of staged payments and
share issuances (which payments and share issuances have been completed), in
addition to the required exploration expenditures (which have also been
completed). All the conditions in the Newton Agreement were met in May 2011, and
the Company's 80% interest in the Newton property then vested. Amarc entered
into the Newton Joint Venture Agreement (the "Newton JV Agreement") with Newton
Gold. In June 2011, the Company and Newton Gold agreed to incorporate adjacent
mineral claims then held by the Company into the Newton JV Agreement. The
Company recorded a gain of $679,050 on this transaction, as the Company's
expenditures on these adjacent mineral claims had previously been expensed.

On March 1, 2012, Newton Gold ceased its pro-rata funding of
the Newton Joint Venture. Consequently, expenditures on the properties subject
to the Newton JV Agreement on or subsequent to March 1, 2012 are on the account
of the Company.

In May 2012, subsequent to the year end, the Newton JV
Agreement was terminated and the 20% participating interest of Newton Gold was
converted to a 5% net profits interest. Accordingly, Amarc holds a 100% interest
in the Newton Property.

The mineral claims defined in the underlying option agreement
to the Newton Agreement are subject to a 2% net smelter returns royalty ("NSR"),
which royalty may be purchased at any time by Amarc for $2,000,000. Advance
royalty payments of $25,000 per annum commenced on January 1, 2011.

---

- 22 -

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

The Blackwater District Properties  Galileo, Hubble,
Franklin and Darwin

Amarc owns a 100% interest in the approximately 1,300 square
kilometer Galileo, Hubble, Franklin and Darwin properties, which are located
within the Blackwater district, 75 kilometers southwest of Vanderhoof, BC.

In early 2011, the Company completed an approximately 4,400
line kilometer helicopter-borne, magnetic and electromagnetic geophysical survey
over the Galileo and Hubble properties from which twelve deposit-scale targets
were identified. Initial field based IP ground geophysical surveys completed
over these targets identified six target areas for drill testing. Amarc crews
have been recently dispatched to the field to carry out geological mapping and
soil and rock geochemical sampling over the five target areas located on the
Galileo property so that drill priorities can be established. Analytical results
have been received from an initial diamond drill program, completed in 2012,
designed to test a prioritized area within the three square kilometer IP anomaly
defined on the Hubble property. A 700 meter drill program encountered broad
intervals of pyrite-bearing lithologies with no economic mineralization.

In addition, the Company recently completed an additional
approximately 720 line kilometers of helicopter-borne, magnetic geophysical
surveying on the Franklin property and over new mineral claims which have been
added to the Galileo and Hubble properties. A number of encouraging deposit
scale targets were identified for field evaluation this season. Permits for IP
ground geophysical surveys covering the new targets identified on Galileo have
been submitted to the government. Field crews are to carry out initial
reconnaissance exploration activities over select areas within the Hubble and
Franklin properties.

The Galileo, Hubble, Franklin and Darwin properties are located
approximately 17 to 35 kilometers from New Gold's Blackwater gold deposit
(Indicated Resources of 174 million tonnes at an average grade of 0.98 g/t gold
containing 5.5 million gold ounces; and Inferred Resource of 92 million tonnes
at an average grade of 0.78 g/t gold containing 2.3 million gold ounces; New
Gold news release March 7, 2012).

Amarc is actively working to establish a
  positive relationship with the local First Nations and other communities in the
  area of its properties.

Amarc's Blackwater district properties lie approximately 135
kilometers southwest, of the town of Vanderhoof and 176 kilometers southwest of
northern BC's regional hub city of Prince George. The area is characterized by
subdued topography and is well served by existing transportation and power
infrastructure and a skilled workforce, which supports an active exploration and
mining industry.

The Franklin Property

In March 2012, Amarc acquired by purchase agreement the
approximately five square kilometer Franklin exploration property. The Franklin
property lies 17 kilometers north of the Blackwater deposit.

Franklin Agreement

In March 2012, Amarc purchased outright 100% of the Franklin property under a
  Mineral Property Purchase Agreement with two unrelated individuals (the
  "Vendors"), in consideration of the payment by Amarc to the Vendors of $10,000
  and the issuance to the Vendors of 10,000 Amarc common shares. The cash payment
  and the share issuance were completed in April 2012.

The Hubble East Property

In December 2011, Amarc acquired by purchase agreement the 70
square kilometer Hubble East exploration property. Hubble East is included
within the 100% Amarc owned Hubble Property.

Hubble East Agreement

In December 2011, Amarc purchased 100% of the Hubble East
property under a Mineral Property Purchase Agreement with two unrelated
individuals (the "Vendors"), in consideration of the payment by Amarc to the
Vendors of $50,000 and the issuance to the Vendors of 80,000 Amarc common
shares. The cash payment and the share issuance were completed in January
2012.

The Blackwater South Property

In September 2011, Amarc acquired by option agreement the 49
square kilometer Blackwater South exploration property. The Blackwater South
property which lies directly to the south of Silver Quest's 3T's vein gold
deposit is included within Amarc's 100% owned Galileo Property. Permit
applications for proposed exploration works have been submitted to the
provincial government.

Blackwater South Agreement

In September 2011, Amarc entered into an option agreement with
an unrelated individual (the "Optionor"), whereby the Company was granted an
option to acquire an undivided 100% interest in the Blackwater South property.
Amarc can acquire its interest in the Blackwater South property by making cash
payments of $35,000 and issuing 140,000 common shares over two years and
expending $100,000 in exploration expenditures over a three year period. The
Optionor retains an NSR of 2% which can be reduced to 1% by making a cash payment of $1 million. The
remaining 1% royalty is capped at total royalty payments of $5 million.

---

- 23 -

Silver Vista Property

On July 24, 2012, the Company acquired a 100% interest in the
Silver Vista property, located in west central British Columbia. Previous
exploration on the Silver Vista property indicates the potential for a
significant bulk tonnage silver-copper discovery. In addition Amarc staked
approximately 667 square kilometers of mineral claims in the region of the
Silver Vista property to cover prospective host rocks. The Company is planning
to aggressively explore this new project with the objective of determining the
full extent and geometry of the silver-copper mineralization.

A helicopter-borne geophysical survey was completed over the
entire property in July 2012. Results are under review.



Historical exploration on the Silver Vista property defined a
strong and continuous northwest-southeast trending, 1.2 kilometers long by 150
to 500 meters wide silver-in-soils anomaly, with associated copper. This anomaly
remains completely open. Samples of sedimentary rock from historical trenching
in the northern part of the soils anomaly returned 16.5 meters at 74 g/t silver
and 0.43% copper, 10.2 meters at 38 g/t silver and 0.24% copper, and 15.0 meters
at 28 g/t silver and 0.53% copper.

Fourteen shallow core holes have been drilled across a distance
of some 600 meters outwards from the area of historical trenching. Nine of the
14 historical drill holes intercepted significant intervals of disseminated
silver and copper mineralization hosted by sedimentary rocks, including: 36.6
meters at 32.3 g/t silver and 0.50% copper, including 3.5 meters at 163.9 g/t
silver and 3.03% copper, and 45.5 meters at 45.4 g/t silver and 0.06% copper.
Major portions of core from a number of these drill holes were not assayed and
several holes bottomed in strong mineralization.

Amarc is reporting these historical results from the limited
historical trenching and drilling only to indicate the potential and style of
mineralization at the Silver Vista project. The extent and geometry of
silver-copper mineralization in the trenched and drilled area or its potential
extensions cannot be currently determined due to the variable orientation,
length, and lack of continuous sampling of the trenches and drill holes.

Reported assay results from historical drilling are given in
the Table of Historical Reported Assay Results below.

---

- 24 -

SILVER VISTA PROJECTTABLE OF HISTORICAL REPORTED ASSAY
RESULTS3

Drill Hole ID
    Hole 
      length (m)
    Intervals Not
      
      Assayed (m)
    From (m)
    To (m)
    Int. 2
      (m)
    Ag (g/t)
    Cu (%)
    Zn (%)
    AgEQ 1
      (g/t)
    AgEQ 1
    (oz/ton)91-1
    67.1
    
    15.0
    19.9
    4.9
    27.9
    0.03
    0.22
    30.2
    0.936.6
    67.1
    30.5
    30.0
    0.18
    0.19
    46.0
    1.30.0-3.991-2
    100.6
    
    No reportable
      intercept from short portion of core assayed0.0-97.591-3
    67.1
    
    4.0
    67.1
    63.1
    40.1
    0.11
    0.14
    49.8
    1.50.0-4.091-4
    85.3
    
    39.6
    64.1
    24.5
    67.3
    0.09
    0.16
    75.1
    2.20.0-7.015.2-39.667.1-85.391-5
    61.0
    
    15.5
    61.0
    45.5
    45.4
    0.06
    0.13
    50.2
    1.524.4
    38.7
    14.3
    114.0
    0.15
    0.20
    127.1
    3.70.0-7.391-6
    76.2
    
    12.2
    38.3
    26.1
    14.2
    0.24
    0.13
    35.3
    1.00.0-7.051.8-70.192-1
    129.5
    
    48.8
    79.3
    30.5
    34.5
    0.04
    0.13
    38.0
    1.1109.8
    129.5
    19.7
    17.8
    0.11
    0.10
    27.1
    0.80.0-3.192-2
    213.4
    
    176.8
    213.4
    36.6
    32.3
    0.50
    0.14
    76.1
    2.2192.0
    195.5
    3.5
    163.9
    3.03
    0.21
    431.7
    12.60.0-2.124.4-48.851.8-75.479.3-176.892-3
    86.9
    
    No reportable
      intercept from short portions of core assayed0.0-4.633.5-51.551.9-86.992-4
    80.8
    
    No reportable
      intercept from short portions of core assayed0.0-6.127.4-77.792-5
    76.2
    
    30.5
    54.9
    24.4
    18.5
    0.03
    0.12
    21.4
    0.60.0-3.164.0-76.292-6
    79.3
    
    21.3
    38.5
    17.2
    22.2
    0.03
    0.17
    25.1
    0.70.0-3.154.9-79.392-7
    76.2
    
    No reportable
      intercept from short portion of core assayed0.0-45.061.0-76.292-8
    79.3
    
    No reportable
      intercept from short portion of core assayed0.0-9.410.3-79.3


| | Notes |                                                                                                                                                                                
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                
| | 1.    | Silver equivalent calculations use metal prices of Ag US$21.35/oz and
      Cu US$2.75/lb.
      Metallurgical recoveries and net smelter returns are assumed to be
      100%.
| |       |                                                                                                                                                                                
| | 2.    | Widths reported are drill widths, such that true thicknesses are
      unknown.
  All assay intervals represent length weighted averages.                                      

---

- 25 -

| | 3. | The table is compiled from historical drill summaries and
      assay reports. Historical sample handling and quality control methods may
      not meet current standards. Although Amarc believes that the information
      provides a reasonable guide for initial exploration on the property, the
      Company plans to re-assess the historical drill
core.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The silver and copper mineralization (reported to be native
silver and chalcocite) and associated alteration at Silver Vista is subtle and
at this time poorly understood. However, the Company believes that the project
could have similar potential to important bulk tonnage silver deposits found
around the world, such as the Montanore deposit in Montana (Measured &
Indicated Resources of 82 million tonnes at 58 g/t silver and 0.75% copper and
Inferred Resources 35 million tonnes at 58 g/t silver and 0.71% copper; Mines
Management Inc. website), the Navidad deposit in Argentina (Measured Resources
15 million tonnes at 137 g/t silver, 1.44% lead and 0.10% copper, Indicated
Resources 140 million tonnes at 126 g/t silver, 0.79% lead and 0.04% copper and
Inferred Resources of 46 million tonnes at 81 g/t silver, 0.57% lead and 0.02%
copper (Pan American Silver Corp. website), and the former Candalaria mine in
USA (historic production of over 68 million ounces of silver and current
Measured & Indicated Resources of 14 million tonnes at 100 g/t silver and
Inferred Resources of 46 million tonnes at 46 g/t silver, Silver Standard
Resources Inc. website).

Amarc acquired its 100% interest in the approximately 30 square
kilometer Silver Vista property by making an $800,000 cash payment to the
vendor, Metal Mountain Resources Inc. The mineral claims purchased are subject
to an underlying 2% net smelter returns royalty ("NSR"), of which 1% can be
acquired by Amarc for $1 million, and thereafter the remaining 1% NSR is subject
to a Right of First Refusal.

Amarc also staked approximately 667 square kilometers of
mineral claims in the Silver Vista region to cover prospective host rocks and
anomalies.

The Silver Vista property is located approximately 55
kilometers northeast of the town of Smithers and 300 kilometers northwest of
northern BC's regional hub city of Prince George. The area is characterized by
gentle topography. The region is well-served by existing transportation and
power infrastructure and is connected via the Canadian National Railway at
Smithers to the deep water port at Prince Rupert. In addition, a skilled local
workforce supports an active mineral exploration industry.

The Tulox Property

The Tulox property is located in the Cariboo region and covers
an area of 54 square kilometers acquired over the period from 2005 to 2007. The
Tulox property is underlain by Mesozoic volcanic and sedimentary rocks that have
been intruded by Mesozoic intrusive rocks. These rocks are overlain by Cenozoic
volcanic and pyroclastic rocks. The Tulox property hosts gold and gold indicator
element anomalies, as assessed from geochemical surveys.

The Tulox Property Agreement

In April 2009, the Company entered into an agreement with Tulox
Resources Inc. ("Tulox") (formerly named Sitec Ventures Corp.), and amended the
agreement on March 23, 2010 and July 27, 2010, whereby Tulox may acquire a 50%
interest in the Property for consideration of 1,525,000 Tulox common shares and
by incurring $1,000,000 in expenditures on the Tulox Property over three years.
Under this agreement, Tulox may acquire a 100% interest by issuing an additional
1,100,000 of its common shares to Amarc and by incurring a further $1,000,000 in
expenditures on the property on or before August 1, 2013.

In July 2011, Tulox
  assigned the option agreement to a subsidiary company, Newlox Gold Ventures
  Corp. ("Newlox"), as part of a corporate reorganization and Newlox entered into
  an amended option agreement with Amarc, which was further amended in December
  2011. Pursuant to the latest amendments, Newlox can acquire a 100% interest in
  the Tulox Property by spending $2,000,000 in exploration expenses on the Tulox
  Property and issuing 2,325,000 common shares in its capital to Amarc, in
  tranches ending December 2014.

To March 31, 2012, the Company had received $10,000 cash and
775,000 Tulox common shares under the agreements and a further 225,000 Newlox
common shares under the amended option agreement. The agreement is subject to
certain conditions including regulatory approval.

Under the agreement, the Company is entitled to receive a 3%
net smelter returns royalty ("NSR") following the commencement of commercial
production on the Property. In addition, the Company receives a "backin right"
whereby the Company can acquire a 60% interest in the Property by agreeing,
within 90 days of the completion of a prefeasibility study, to fund a further
$10,000,000 of exploration expenditures on the Property. However, upon exercise
of the "backin right", the Company's entitlement to an NSR will reduce to 1.2%
from 3%.

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

The Company has no subsidiaries.

---

- 26 -

|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 the Newton, Galileo and Silver Vista
Properties.



Table 1: Claim Information for Amarc's BC Properties

|Program | Claim Numbers | Size (sq km)
|------- | ------------- | ------------
|        |               |             
|Darwin  | 997244,       | 997246,     
|        |               |             
|Newton  | 208327,       | 414743,     
|        | 606674,       | 606675,     
|        | 606683,       | 606684,     
|        | 606692,       | 606693,     
|        | 606701,       | 606702,     
|        | 606710,       | 606711,     
|        | 615803,       | 615843,     
|        | 681904,       | 681923,     
|        | 681931,       | 681932,     
|        | 682004,       | 682024,     
|        | 682095,       | 682098,     
|        | 682116,       | 682123,     
|        | 682185,       | 682203,     
|        | 682212,       | 682213,     
|        | 682230,       | 682232,     
|        | 682246,       | 682263,     
|        | 682290,       | 682291,     
|        | 682310,       | 682311,     
|        | 682327,       | 682328,     
|        | 682338,       | 682343,     
|        | 682351,       | 682352,     
|        | 682368,       | 682369,     
|        | 682377,       | 682384,     
|        | 682424,       | 682426,     
|        | 682514,       | 682515,     
|        | 683343,       | 684043,     
|        | 684883,       | 685683,     

---

- 27 -

|Program      | Claim Numbers | Size (sq km)
|------------ | ------------- | ------------
|             | 685706,       | 685707,     
|             | 685765,       | 685767,     
|             | 742622,       | 742642,     
|             | 762482,       | 762502,     
|             | 763202,       | 763222,     
|             | 763382,       | 763402,     
|             | 763562,       | 763582,     
|             | 763742,       | 763762,     
|             | 763922,       | 763942,     
|             | 764102,       | 764122,     
|             | 765402,       | 765422,     
|             | 840952,       | 840953,     
|Franklin     | 937689,       | 980743      
|Galileo      | 705129,       | 705131,     
|             | 705140,       | 705142,     
|             | 705150,       | 705151,     
|             | 705786,       | 705787,     
|             | 705963,       | 705964,     
|             | 705972,       | 705973,     
|             | 705981,       | 705982,     
|             | 705991,       | 705992,     
|             | 706001,       | 706002,     
|             | 706010,       | 706012,     
|             | 706020,       | 706021,     
|             | 706029,       | 706030,     
|             | 706040,       | 706041,     
|             | 706050,       | 742582,     
|             | 762382,       | 762402,     
|             | 762622,       | 762762,     
|             | 763322,       | 763342,     
|             | 763502,       | 763522,     
|             | 763682,       | 763702,     
|             | 763862,       | 763882,     
|             | 764042,       | 764062,     
|             | 765322,       | 765342,     
|             | 765522,       | 924729,     
|             | 979492,       | 979513,     
|             | 979692,       | 979712,     
|             | 995562,       | 995525,     
|             | 995542,       | 995608,     
|             | 1010860,      | 1010875,    
|             | 1010886,      | 1010889,    
|             | 754942,       | 754962,     
|Hubble       | 705779,       | 705780,     
|             | 705788,       | 705789,     
|             | 856082,       | 856083,     
|             | 936609,       | 990647,     
|             | 994824,       | 994826,     
|             | 994803,       | 994811,     
|Pinchi Gold  | 556348        |             
|Rapid        | 580114,       | 580119,     
|Silver Vista | 568283,       | 568284,     
|             | 856772,       | 995456,     
|             | 995413,       | 995439,     
|             | 995452,       | 995448,     
|             | 995390,       | 995410,     
|             | 995324,       | 995419,     
|             | 1011494,      | 1011495,    
|             | 995386,       | 995382,     
|             | 995394,       | 995396,     
|             | 995325,       | 995408,     
|             | 995437,       | 995399,     

---

- 28 -

|Program | Claim Numbers | Size (sq km)
|------- | ------------- | ------------
|        |               |             
|        | 995421,       | 995463,     
|        | 995462,       | 995428,     
|        | 1011463,      | 1011467,    
|        |               |             
|Sitlika | 544646,       | 544648,     
|        | 544623,       | 542768,     
|        |               |             
|Tulox   | 519088,       | 519090,     
|        | 542489,       | 542490      
|        |               |             
|Others  | 545760,       | 545762,     

---

- 29 -

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

None

---

- 30 -

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

OVERVIEW

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

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

The following discussion should be read in conjunction with the
audited annual financial statements for the years ended March 31, 2012 and 2011
and the related notes accompanying this Annual Report. The Company prepares its
financial statements in accordance with International Financial Reporting
Standards ("IFRS"). These financial statements are the Company's first financial
statements prepared in accordance with IFRS. The Company includes selected
financial data prepared in compliance with IFRS without reconciliation to U.S.
GAAP.

Critical Accounting Policies and Estimates

The Company's accounting policies are presented in note 4 of
the accompanying audited annual financial statements for the years ended March
31, 2012 and 2011.

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

- estimate of the accrual of Mineral Exploration Tax Credit ("METC"),
- estimate of the flow-through shares premium,
- inputs used in accounting for share-based payments,
- the determination of categories of financial assets and financial
  liabilities; and
- the carrying value and recoverability of the Company's marketable
  securities;

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

Mineral Exploration Tax Credit

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

Flow-through shares premium

Canadian tax legislation permits mining entities to issue
flowthrough shares to investors. Flowthrough shares are securities issued to
investors whereby the deductions for tax purposes related to resource eligible
Canadian exploration and evaluation expenditures ("CEE") may be claimed by
investors instead of the entity, pursuant to a defined renunciation process.
Renunciation may occur:

 prospectively (namely, the flowthrough shares are issued,
renunciation occurs and CEE are incurred subsequently); or

 retrospectively (namely, the flowthrough shares are issued,
CEE are then incurred and renunciation occurs subsequently).

The Company finances a portion of its exploration expenditures
through the issuance of flowthrough shares.

Flowthrough shares are recorded in share capital at the fair
value of common shares on date of issue. When flowthrough shares are offered,
the difference between the fair value of nonflowthrough common shares and the
amount the investors pay for flowthrough shares is recorded as deferred
liability called "flow through share premium". This deferred liability is
credited to profit or loss when the eligible expenditures are incurred.

---

- 31 -

Sharebased payment transactions

The share purchase option plan allows Company employees and
consultants to acquire shares of the Company. The fair value of share purchase
options granted is recognized as an employee or consultant expense with a
corresponding increase in equity. An individual is classified as an employee
when the individual is an employee for legal or tax purposes (direct employee)
or provides services similar to those performed by a direct employee.

The fair value is measured at grant date and each tranche is
recognized on a straight line basis over the period during which the share
purchase options vest. The fair value of the share purchase options granted is
measured using the BlackScholes option pricing model taking into account the
terms and conditions upon which the share purchase options were granted. At each
reporting date, the amount recognized as an expense is adjusted to reflect the
actual number of share purchase options that are expected to vest.

Equitysettled sharebased payment transactions with parties other than
  employees are measured at the fair value of the goods or services, except where
  that fair value cannot be estimated reliably, in which case they are measure at
  the fair value of the equity instruments granted, measured at the date the
  entity obtains the goods or the counterparty renders the service.

Financial assets and financial liabilities

Financial assets and financial liabilities are recognized when
an entity becomes a party to the contractual provision of the instrument.

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

Marketable securities

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

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

|A. | Results of Operations
|-- | ---------------------

Year Ended March 31, 2012 ("2012") versus Year Ended March
31, 2011 ("2011")

The Company recorded a net loss of $7,572,761 for the year
ended March 31, 2012, compared to a net loss of $6,466,343 for the fiscal year
2011.

The increase in the loss for the current year compared to
fiscal year 2011 was due primarily to increases in exploration expenses,
administration expenses, and stock-based compensation, offset by a gain of
$679,050 on the sale of a 20% interest in certain mineral claims to the Newton
Joint Venture, and the recognition of $730,000 in flow-through share premium
credited to operations.

---

- 32 -

|Year
      ended March 31                                 | 
|--------------------------------------------------------- | 
|                                                          | 
|                                                          | 
|                                                          | 
|                                                          | 
|Exploration expenses (excluding share
    based payments) | 
|                                                          | 
|                                                          | 
|                                                          | 
|Administration expenses (excluding share based payments)  | 
|                                                          | 
|Equity settled share based payments                       | 
|                                                          | 
|Interest income                                           | 

Year Ended March 31, 2011 ("2011") versus Year Ended March
31, 2010 ("2010")

The net loss for the year ended March 31, 2011 increased to
$6,466,000 compared to a net loss of $4,102,000 for the previous year. The
increase in loss was mainly due to an increase in exploration expenditures in
the current year compared to the previous year.

Exploration expenses, before METCBC, increased to $6,167,000
in the fiscal year 2011, compared to $3,447,000 in the previous year. The major
exploration expenditures during the year were geological (2011  $2,719,000;
2010  $1,755,000), drilling (2011  $1,256,000; 2010  $670,000), assay and
analysis (2011  $597,000; 2010  $252,000), site activities (2011  $833,000;
2010  $255,000) and property fees and assessments (2011  $211,000; 2010 
$75,000).

Administrative costs for the year ended March 31, 2011 also
increased in line with the increase in exploration activities from prior fiscal
year. The major administrative costs during the year were salaries and benefits
(2011  $693,000; 2010  $312,000), office and administration (2011  $196,000;
2010 $154,000), shareholder communications (2011  $175,000; 2010 $104,000), legal, accounting and audit (2011  $82,000; 2010  $36,000) and
conference and travel (2011  $77,000; 2010  $48,000).

The increase in office and administration is mainly due to an
increase in insurance expenses to $90,000 from $78,000 at the prior fiscal year
and increased costs of information technology services and related maintenance
expenses to $81,000 from $52,000 in the prior fiscal year.

There was no stock-based compensation expense charged to
operations during the year ended March 31, 2011, compared to $138,000 for fiscal
2010, as no options were granted during 2011.

During the current year, interest income increased to $63,000
from $24,000 in the prior fiscal year, primarily due to higher average cash
balances on hand.

---

- 33 -

|B. | Liquidity and Capital
Resources
|-- | -------------------------------

Liquidity

Historically, the Company's sole source of funding has been the
issuance of equity securities for cash, primarily through private placements.
The Company has issued common share capital in each of the past few years,
pursuant to private placement financings and the exercise of warrants and
options.

In March 2012, the Company completed a brokered and
non-brokered private placement for aggregate gross proceeds of $16.3 million.
The Company incurred costs of $1 million in finders' and other fees relating to
this private placement. The net proceeds from the financing will be used to
continue to advance exploration of Amarc's properties and for general corporate
and working capital purposes.

A portion of the March 2012 financing was raised using
flow-through rules permitted under the IncomeTax Act (Canada). In
accordance with the terms of the flow-through share agreements, the Company is
required to spend the proceeds of $2,650,000 from the issuance of the
flow-through shares on eligible exploration activities by December 31, 2013. As
at March 31, 2012, approximately $1,300,000 remained to be spent on eligible
exploration activities. As of the date of this Annual Report on Form 20-F, the
Company had spent all of the required $2,650,000 on eligible exploration
activities.

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

At March 31, 2012, the Company had working capital of $16.2
million compared to working capital of $7.5 million at March 31, 2011. The
Company's current working capital is sufficient to fund its known commitments.

The Company will continue to advance its exploration projects
at Newton, Galileo, Hubble and Franklin by finding the right balance between
advancing the projects and preserving its cash.

Development of any of the Company's mineral properties will
require additional equity and possibly debt financing. As the Company is an
exploration stage company, it does not have revenues from operations and, except
for interest income from its cash and cash equivalents, the Company relies on
equity funding for its continuing financial liquidity.

A summary of the Company's cash flows is as follows:

|                                          |   | Years ended March 31 |  
|----------------------------------------- | - | -------------------- | -
|                                          |   | 2012                 |  
|                                          |   | IFRS                 |  
|Net cash used in operating activities     | $ | (6,719,446           | )
|Net cash provided by investing activities | $ | 76,122               |  
|Net cash provided by financing activities | $ | 15,307,514           |  

|Operating activities: | Cash used in operating activities was
      attributable primarily to its exploration activities.             
|--------------------- | --------------------------------------------------------------------------------------------------------------
|Investing activities: | The Company's investing activities consisted
      primarily of the receipt of interest on funds.             
|Financing activities: | The Company's financing activities included
      raising of $16.3 million in private placement in March 2012.

Capital Resources

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

Requirement of Financing

Historically, Amarc's sole source of funding has been 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. 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 which 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.

---

- 34 -

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

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

Financial Instruments

Amarc keeps its financial instruments primarily denominated in
Canadian dollars with a very small amount held in 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.B above for a
discussion of the exploration expenditures that the Company has incurred in
connection with the exploration of the Company's mineral properties.

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

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

Although there has been periodic volatility in the gold market,
the annual average price has increased for the past four years. In response to
the global economic uncertainty that began in mid-2008, gold prices increased in
2009 and, largely, continued to do so until early March 2012. The average price
in 2008 was US$872/oz, in 2009 was US$974/oz, in 2010 was US$1,227/oz, and in
2011 was US$1572/oz. The average price in the current calendar year to July 24,
2012 is US$1,649/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 began to increase again in 2009 and continued
to do so, overall, the end of January 2012. The average price in 2009 was
US$2.34/lb, in 2010 was US$3.42/lb and in 2011 was US$4.00/lb. The average price
in the current calendar year to July 24, 2012 is US$3.63/lb.

---

- 35 -

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

Amarc has no off-balance sheet arrangements.

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

As at fiscal year end March 31, 2012, the Company had no
long-term debt obligations, no capital (finance) lease obligations, no operating
lease obligations, no purchase obligations and no other long-term
liabilities:

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 IFRS
    
    
    
    
    Total
    
    
    
    
    


During the year ended March 31, 2012, the Company completed a
private placement of 35,727,765 of its common shares, consisting of 5,300,000
flow-through shares at a price of $0.50 per share and 30,427,765
non-flow-through shares at a price of $0.45 per share, for aggregate gross
proceeds of $16,342,494. 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, 2013.
As of July 24, 2012, the amount obligated had been incurred and no further
amounts 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.

---

- 36 -

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

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

Name (1)
    Year born
    Position
    Director or Officer SinceRene G. Carrier
    1944
    Director
    May 2008David J. Copeland
    1948
    Director
    September 1995Scott D. Cousens
    1964
    Director
    September 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
    Executive Vice President
    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
    PresentContinental Minerals Corporation
    Director
    February 2001
    April 2011Curis Resources Ltd.
    Director
    November 2010
    PresentFrontera Copper Corporation
    Director
    February 2009
    June 2009Heatherdale Resources Ltd.
    Director
    November 2009
    PresentInternational Royalty Corporation
    Lead Director
    June 2003
    February 2010Quartz Mountain Resources Ltd.
    Director
    January 2000
    December 2011President
    June 2005
    December 2011Rathdowney Resources Ltd.
    Director
    March 2011
    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
    April 2011President & CEO
    January 2008
    April 2011Curis Resources Ltd.
    Director
    November 2010
    Present


---

- 37 -

Company
    Positions Held
    From
    ToFarallon Mining Ltd.
    Director
    December 1995
    April 2009Great Basin Gold Ltd.
    Director
    February 1994
    March 2008Heatherdale Resources Ltd.
    Director
    November 2009
    PresentCEO and President
    November 2009
    September 2010Northern Dynasty Minerals Ltd.
    Director
    June 1996
    June 2010Rathdowney Resources Ltd.
    Director & Chairman
    December 2011
    PresentRockwell Diamonds Inc.
    Director
    September 2006
    PresentChief Executive Officer
    September 2006
    September 2007Chairman
    September 2007
    September 2011Taseko Mines Limited
    Director
    March 1994
    June 2010


Barry Coughlan  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
    PresentCreso Exploration Inc.
    Director
    June 2010
    PresentFarallon Mining Ltd.
    Director
    March 1998
    January 2011Great Basin Gold Ltd.
    Director
    February 1998
    PresentICN Resources Ltd. 
      (formerly Icon Industries Ltd.)
    President, CEO and Director
    September 1991
    February 2010Northcliff Resources Ltd.
    Director
    June 2011
    PresentQuartz Mountain Resources Ltd.
    Director
    January 2005
    December 2011Rathdowney Resources Ltd.
    Director
    March 2011
    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
    PresentAtlatsa Resources Corporation
    Director
    September 1996
    June 2009Continental Minerals Corporation
    Director
    June 1994
    April 2011Heatherdale Resources Ltd.
    Chairman and Director
    November 2009
    PresentNorthcliff Resources Ltd.
    Director
    May 2012
    PresentDirector
    June 2011
    February 2012Northern Dynasty Minerals Ltd.
    Director
    June 1996
    PresentRathdowney Resources Ltd.
    Director
    June 2011
    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 been active in mineral exploration for 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.

---

- 38 -

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

Company
    Positions Held
    From
    ToAmarc Resources Ltd.
    Director
    April 1993
    PresentChairman
    April 2004
    PresentAtlatsa Resources Corporation
    Director and Co-Chairman
    October 2004
    June 2009Continental Minerals Corporation
    Director
    June 2004
    April 2011Chairman
    June 2004
    January 2006Co-Chairman
    January 2006
    December 2006Curis Resources Ltd.
    Director
    November 2010
    PresentChairman
    November 2010
    December 2010Detour Gold Corporation
    Director
    August 2006
    February 2009Farallon Mining Ltd.
    Director
    July 1991
    April 2007Heatherdale Resources Ltd.
    Director
    November 2009
    PresentNorthcliff Resources Ltd.
    Director and Chairman
    June 2011
    PresentNorthern Dynasty Minerals Ltd.
    Director
    June 1994
    PresentChairman
    April 2004
    PresentRathdowney Resources Ltd.
    Director & Chairman
    March 2011
    December 2011Taseko Mines Limited
    Director
    January 1991
    Present


Jeffrey Mason, B.Comm., CA  Director

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

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

Company
    Positions Held
    From
    ToAmarc Resources Ltd.
    Director
    September 1995
    PresentSecretary
    September 1995
    February 2008Chief Financial Officer
    September 1998
    July 2008Atlatsa Resources Corporation
    Secretary
    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 2008Detour 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 2007Northern 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 2007


---

- 39 -

Company
    Positions Held
    From
    ToChief Financial Officer
    November 2000
    April 2007Red Eagle Mining Corporation
    Director
    June 2011
    PresentSlater Mining Limited
    Director
    June 2008
    PresentTaseko Mines Limited
    Director
    February 1994
    July 2008Secretary
    February 1994
    June 2008Chief Financial Officer
    November 1998
    June 2008


Ronald Thiessen, CA  President, Chief Executive Officer and
Director

Ronald Thiessen is a Chartered Accountant with professional
experience in finance, taxation, mergers, acquisitions and re-organizations.
Since 1986, Mr. Thiessen has been involved in the acquisition and financing of
mining and mineral exploration companies. Mr. Thiessen is 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
    PresentAtlatsa Resources Corporation
    Director
    April
      1996
    June
      2011President and Chief 
      Executive Officer
    September 2000
    August 2007Continental Minerals Corporation
    Director
    November 1995
    April
      2011Co-Chairman
    January 2006
    April
      2011Detour Gold Corporation
    Director
    July
      2006
    PresentChairman
    July
      2006
    March
      2009Farallon Mining Ltd.
    Director
    August
      1994
    January 2011Co-Chairman
    September 2004
    December 2005Chairman
    December 2005
    January 2011Great Basin Gold Ltd.
    Director
    October 1993
    PresentCo-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
    PresentCo-Chairman
    July
      2005
    May
      2006Chairman
    May
      2006
    Present


Paul S. Mann, CA  Chief Financial Officer

Mr. Mann is a Chartered Accountant, and also holds a BASc in
Mechanical Engineering from the University of British Columbia. He has served as
Controller at Dayton Mining Corporation, De Beers Canada Mining Inc., Crew Gold
and Eldorado Gold, and has international experience in South Africa, Chile,
Mexico and China. Mr. Mann has served as Corporate Controller for many of the
Hunter Dickinson affiliated companies since 2001 and is currently Executive Vice
President, Finance and Reporting for Hunter Dickinson Inc., where he oversees
accounting, taxation, regulatory and public reporting for the group.

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

Company
    Positions Held
    From
    ToAmarc Resources Ltd.
    Chief Financial Officer
    July 2008
    PresentRathdowney Resources Ltd.
    Chief Financial Officer
    March 2011
    PresentQuartz Mountain Resources Ltd.
    Principal Accounting Officer
    February 2008
    Present


---

- 40 -

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.

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

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

Company
    Positions Held
    From
    ToAmarc Resources Ltd.
    VP Corporate Development
    January 2008
    September 2011Amarc Resources Ltd.
    Executive VP Corporate Development
    September 2011
    Present


Trevor Thomas, LLB  Secretary

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

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

Company
    Positions Held
    From
    ToNorthern Dynasty Minerals Ltd.
    Secretary
    February 2008
    PresentAmarc Resources Ltd.
    Secretary
    February 2008
    PresentAtlatsa Resources Corporation
    Assistant Secretary
    November 2007
    March 2011Continental Minerals Corporation
    Secretary
    February 2008
    April 2011Farallon Mining Ltd.
    Secretary
    December 2007
    January 2011Heatherdale Resources Ltd.
    Secretary
    November 2009
    September 2010Northcliff Resources Ltd.
    Secretary
    June 2011
    PresentRathdowney Resources Ltd.
    Secretary
    March 2011
    PresentRockwell Diamonds Inc.
    Secretary
    February 2008
    PresentTaseko Mines Limited
    Secretary
    July 2008
    Present


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

During the Company's financial year ended March 31, 2012, the
aggregate cash compensation paid or payable by the Company to its directors and
senior officers, was $513,796.

Ronald W. Thiessen, President and Chief Executive Officer, Paul
Mann, Chief Financial Officer, and Diane Nicolson, Executive Vice President are
each a Named Executive Officers (NEO) of the Company for the purposes of the
following disclosure.

The compensation paid to the NEOs during the Company's most
recently completed financial year of March 31, 2012 is as set out below and
expressed in Canadian dollars unless otherwise noted:

Name and principal position
    Salary ($)
    Share- based awards
      ($)
    Option- based
      awards ($)
    Non-equity incentive 
      plan
      compensation ($)
    Pension value
      ($)
    All other
      compensation ($)
    Total compensation
      ($)Annual 
      incentive plans
    Long-term 
    incentive plansRonald Thiessen Chief Executive Officer
    104,430
    Nil
    64,800
    Nil
    Nil
    Nil
    Nil
    169,230Paul Mann Chief Financial Officer
    79,302
    Nil
    46,675
    Nil
    Nil
    Nil
    Nil
    125,977Diane Nicolson Executive Vice President
    96,868
    Nil
    93,350
    15,000
    Nil
    Nil
    Nil
    190,218


During the fiscal year ended March 31, 2012, the above named
NEOs 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.

---

- 41 -

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, 2012 is as set out below:

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
    64,800
    Nil
    Nil
    Nil
    79,800David Copeland
    23,095
    Nil
    64,800
    Nil
    Nil
    Nil
    87,895Barry Coughlan (1)
    15,000
    Nil
    64,800
    Nil
    Nil
    Nil
    79,800Scott Cousens (2)
    53,930
    Nil
    64,800
    Nil
    Nil
    Nil
    118,730Robert Dickinson (2)
    115,190
    Nil
    64,800
    Nil
    Nil
    Nil
    179,990Jeffrey Mason(1)
    10,625
    Nil
    64,800
    Nil
    Nil
    Nil
    75,425


|   | 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 is
      allocated to the Company on the basis of time spent in respect of the
      Company's business.                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                          
|3. | Options were granted during the year ended March 31,
      2012. For compensation purposes, the Black-Scholes option valuation model
      has been used to determine the fair value on the date of grant. The
      Black-Scholes option valuation is determined using the expected life of
      the share option, expected volatility of the Company's Common Share price,
      expected dividend yield, and risk-free interest
rate.

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

All of the Company's directors were elected at the annual
general meeting of shareholders held on September 15, 2011. All directors have a
term of office expiring at the next annual general meeting of the Company's
shareholders. All officers have a term of office lasting until their removal or
replacement by the board of directors (the "Board").

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

General

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

1. Board of Directors

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

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

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

---

- 42 -

2. Other Directorships

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

3. Orientation and Continuing Education

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

4. Ethical Business Conduct

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

5. Nomination of Directors

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

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

6. Compensation

The Board determines the compensation for independent directors
and executives.

7. Other Board Committees

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

8. Assessments

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

AUDIT COMMITTEE

The Audit Committee's Charter

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

Composition of the Audit Committee

At July 24, 2012, the members of the audit committee were Rene
Carrier, Barry Coughlan and Jeffrey Mason. All members are financially literate
and all 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.

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

---

- 43 -

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, 2012, 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, 2012, Amarc had 8 direct employees hired on a
Defined-Term. Amarc's administrative and exploration functions are primarily
administered through Hunter Dickinson Services Inc. (See Item 7 -Major
Shareholders and Related Party Transactions).

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

Security Holdings of Directors and Senior Management

As at March 31, 2012 the directors and officers of Amarc, and
their respective affiliates, directly and indirectly, own or control as a group
an aggregate of 22,311,870 common shares (16.10%), or 24,851,170 (17.93%) on a
diluted basis.

As at March 31, 2012, the Company's directors and senior
management beneficially own the following number of the Company's common shares
and options:

Name of Insider
    Securities Beneficially Owned or
      Controlled(1)
    As a % of the outstanding Common
      SharesRene G. Carrier(4)
    275,000 Common shares 249,900 options
      (2)
    0.20%David J. Copeland
    1,249,500 Common shares 249,900 options
      (2)
    0.90%Barry Coughlan(4)
    86,000 Common shares 319,900 options
      (2)
    0.06%Scott D. Cousens
    148,300 Common shares 249,900 options
      (2)
    0.11%Robert A. Dickinson
    14,272,178 Common shares(3)249,900 options (2)
    10.30%Ronald W. Thiessen
    2,609,392 Common shares 249,900 options
      (2)
    1.88%Jeffrey R. Mason (4)
    2,878,500 Common shares 249,900 options
      (2)
    2.08%


---

- 44 -

Name of Insider
    Securities Beneficially Owned or
      Controlled(1)
    As a % of the outstanding Common
      SharesPaul Mann
    75,000 Common shares 180,000 options
      (2)
    0.05%Diane Nicolson
    588,000 Common Shares 360,000 options
      (2)
    0.42%Trevor Thomas
    130,000 Common Shares 180,000 options
      (2)
    0.07%Total
    22,311,870 Common Shares
      2,539,300 Options
    17.93%


|   | Notes:                                                                                                                                                                                                                                                                                                                                                                                          
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                 
|1. | The information as to number of Common Shares
      beneficially owned or controlled is not within the knowledge of the
      management of the Company and has been furnished by the respective
      nominees as filed on SEDI. Each nominee has held the same or a similar
      principal occupation with the organization indicated or a predecessor
      thereof for the last five years.
|   |                                                                                                                                                                                                                                                                                                                                                                                                 
|2. | Options to purchase Common Shares at $0.32 per share
      expiring on September 23, 2016.                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                 
|3. | 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.                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                 
|4. | Member of the audit committee.                                                                                                                                                                                                                                                                                                                                                                  

Share Option Plan

At July 24, 2012, 5,580,700 options were outstanding pursuant
to the Company's share option plan (the "Plan"), described below, and an
aggregate of 8,277,706 common shares remained 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.

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.

---

- 45 -

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 TSX Venture; The Company must not
grant an option to a Consultant in any twelve (12) month period that exceeds two
percent (2%) of the outstanding shares calculated at the date of the grant of
the option; and The issuance to any one Optionee within a twelve (12) month
period of a number of Common Shares must not exceed five percent (5%) of
outstanding Common Shares unless the Company has obtained Disinterested
Shareholder Approval to do so.

Disinterested Shareholder
Approval

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

---

- 46 -

|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. Sun Valley Gold Master Fund Ltd. holds shares representing ownership
of 10.5% (14,615,384 shares and 19,615,384 shares on a fully diluted basis) of
the Company.

As at July 24, 2012, Amarc had authorized unlimited common
shares without par value, of which 138,584,061 were issued and outstanding.
Amarc's authorized share structure also includes a class of preferred shares
without par value and without a maximum number. The preferred shares may be
issued in series on such terms as determined by the Company's directors in
accordance with the class rights and restrictions. No series of preferred shares
has been designated by the board of directors, and no preferred shares are
outstanding.

As at July 24, 2012, Robert Dickinson, together with companies
controlled by him, held 14,272,178 common shares of Amarc, representing 10.30%
of the common shares outstanding.

As at July 24, 2012, Jeffrey Mason held 2,878,500 common shares
of Amarc, representing 2.08% of the common shares outstanding.

As at July 24, 2012, Ronald W. Thiessen held 2,609,392 common
shares of Amarc, representing 1.88% of the common shares outstanding.

All of the common shares have the same voting rights.

Geographic Breakdown of Shareholders

As of July 24, 2012, 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        |  | 56                     |  |  | 124,090,293      |  |  | 89.54%                     | 
|United States |  | 7                      |  |  | 2,955,306        |  |  | 2.13%                      | 
|Other         |  | 2                      |  |  | 11,538,462       |  |  | 8.33%                      | 
|TOTALS        |  | 65                     |  |  | 138,584,061      |  |  | 100.00%                    | 

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

|Note 1 | Amarc's securities are recorded on the books of its
      transfer agent, Computershare Investor Services Inc., located at 510
      Burrard Street, Vancouver, Canada (604) 661-0271 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 five days following the trade under National
Instrument 55-104  Insider Reporting Requirements and Exemptions, as
adopted by the CSA. Copies of such reports are available for public inspection
at the offices of the British Columbia Securities Commission, 9th Floor, 701
West Georgia Street, Vancouver, British Columbia V7Y 1L2, (604) 899-6500 or at
the British Columbia Securities Commission web site, www.bcsc.bc.ca. In
British Columbia, all insider reports must be filed electronically five days
following the date of the trade at www.sedi.ca. The public is able to
access these reports at www.sedi.ca.

---

- 47 -

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

Except as disclosed below, Amarc has not, since April 1, 2010,
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 has eight direct employees involved in its field
activities. Much of the Company's management, technical, and administrative
services are provided by HDSI.. Pursuant to a Corporate Services Agreement dated
July 2, 2010 with Hunter Dickinson Services Inc., 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, Eastern Europe, 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, 2012, Amarc paid approximately
$3.0 million (2011  $2.8 million; 2010  $1.5 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 fiscal year ended March 31, 2012, the Company
completed a brokered and non-brokered private placement of 35, 727, 765 of its
common shares, consisting of 5,300,000 of flow-through shares at a price of
$0.50 and 30,427,765 of non-flow through shares at a price of $0.45 per share,
for aggregate gross proceeds of $16,342,494. (see Item 5.F).

None of the flow through shares issued through the March 31,
2012 private placement were acquired by the informed persons of the Company.

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

Not applicable.

---

- 48 -

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

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

Item 18 of this Form 20-F contains Amarc's audited annual
financial statements as at March 31, 2012 and 2011, and for each of the years
ended March 31, 2012, and 2011. These financial statements have been prepared in
accordance with IFRS, as issued by the IASB.

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, 2012, except as disclosed in this Annual
Report on Form 20-F.

---

- 49 -

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

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

Trading Markets

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

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

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

|            | TSX Venture Exchange | OTCBB 
|----------- | -------------------- | ------
|Fiscal Year |                      |       
|Ended       | High                 | Low   
|March 31,   | (Cdn$)               | (Cdn$)
|2012        | 0.56                 | 0.29  
|2011        | 0.77                 | 0.36  
|2010        | 0.72                 | 0.16  
|2009        | 0.77                 | 0.07  
|2008        | 0.78                 | 0.45  

|               | TSX Venture Exchange | OTCBB 
|-------------- | -------------------- | ------
|               |                      |       
|               | High                 | Low   
|Fiscal Quarter | (Cdn$)               | (Cdn$)
|Q4 2012        | 0.54                 | 0.41  
|Q3 2012        | 0.56                 | 0.29  
|Q2 2012        | 0.38                 | 0.29  
|Q1 2012        | 0.40                 | 0.30  
|Q4, 2011       | 0.70                 | 0.36  
|Q3, 2011       | 0.77                 | 0.54  
|Q2, 2011       | 0.65                 | 0.36  
|Q1, 2011       | 0.55                 | 0.40  

|                             | TSX Venture Exchange | OTCBB 
|---------------------------- | -------------------- | ------
|                             | High                 | Low   
|Month                        | (Cdn$)               | (Cdn$)
|July 2012 (to July 24, 2012) | 0.22                 | 0.18  
|June 2012                    | 0.29                 | 0.20  
|May 2012                     | 0.35                 | 0.25  
|April 2012                   | 0.43                 | 0.33  
|March 2012                   | 0.45                 | 0.41  
|February 2012                | 0.53                 | 0.43  

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

Not applicable.

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

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

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

Not applicable.

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

Not applicable.

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

Not applicable.

---

- 50 -

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

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

---

- 51 -

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.

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.

---

- 52 -

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 July 24, 2012 is:

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

Other agreements are in the normal course of business.

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

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

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

The following discussion summarizes the principal features of
the Investment Act for a non-resident who proposes to acquire Common Shares of
the Company. The discussion is general only; it is not a substitute for
independent legal advice from an investor's own 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").
Investments by non-Canadians to acquire control over existing Canadian
businesses or to establish new ones are either reviewable or notifiable under
the Investment Act. If an investment by a non-Canadian to acquire control over
an existing Canadian business is reviewable under the Investment Act, the
Investment Act generally prohibits implementation of the investment unless,
after review, the Minister of Industry, 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.

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 (there are currently 153 WTO members), 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,
where the value of the acquired assets is less than CAD $5 million.

For a proposed indirect acquisition that is not a so-called WTO
transaction and 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 2012
  threshold is CAD$330 million. Other than the exception noted below, an indirect acquisition involving a WTO investor
  is not reviewable under the Investment Act.

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The higher WTO threshold for direct investments and the
exemption for indirect investments do not apply where the relevant Canadian
business is carrying on a "cultural business". The acquisition of a Canadian
business that is a "cultural business" is subject to lower review thresholds
under the Investment Act because of the perceived sensitivity of the cultural
sector.

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

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

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

|E. | Taxation
|-- | --------

Certain Canadian Federal Income Tax Information for United
States Residents

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

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

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

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

Dividend

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

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Disposition

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

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

United States Federal Income Tax Consequences

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

U.S. shareholders should be aware that the Company believes it was
  classified as a passive foreign investment company (PFIC) during the tax year
  ended March 31, 2012, and may be a PFIC in future tax years. If the Company is a
  PFIC for any year during a U.S. shareholders holding period, then such U.S.
  shareholder generally will be required to treat any gain realized upon a
  disposition of common shares, or any so-called excess distribution received on
  its common shares, as ordinary income, and to pay an interest charge on a
  portion of such gain or distributions, unless the shareholder makes a timely and
  effective "qualified electing fund" election (QEF Election) or a
  "mark-to-market" election with respect to the common shares. A U.S. shareholder
  who makes a QEF Election generally must report on a current basis its share of
  the Company's net capital gain and ordinary earnings for any year in which the
  Company is a PFIC, whether or not the Company distributes any amounts to its
  shareholders. However, U.S. shareholders should be aware that there can be no
  assurance that the Company will satisfy record keeping requirements that apply
  to a qualified electing fund, or that the Company will supply U.S. shareholders
  with information that such U.S. shareholders require to report under the QEF
  Election rules, in the event that the Company is a PFIC and a U.S. shareholder
  wishes to make a QEF Election. Thus, U.S. shareholders may not be able to make a
  QEF Election with respect to their common shares. A U.S. shareholder who makes
  the mark-to-market election generally must include as ordinary income each year
  the excess of the fair market value of the common shares over the taxpayers
  basis therein. This paragraph is qualified in its entirety by the discussion
  below under the heading Certain United States Federal Income Tax
  Considerations. Each U.S. shareholder should consult its own tax advisor
  regarding the PFIC rules and the U.S. federal income tax consequences of the
  acquisition, ownership, and disposition of common shares.

Certain United States Federal Income Tax
Considerations

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

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

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- 55 -

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

Scope of this Summary Authorities

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

U.S. Holders

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

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

Non-U.S. Holders

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

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

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

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

Passive Foreign Investment Company Rules

If the Company were to constitute a passive foreign investment
company under the meaning of Section 1297 of the Code (a PFIC, as defined
below) for any year during a U.S. Holders holding period, then certain
potentially adverse rules will affect the U.S. federal income tax consequences
to a U.S. Holder resulting from the acquisition, ownership and disposition of
common shares. The Company believes that it was classified as a PFIC during the
tax year ended March 31, 2012, and may be a PFIC in future tax years. The
determination of whether any corporation was, or will be, a PFIC for a tax year
depends, in part, on the application of complex U.S. federal income tax rules,
which are subject to differing interpretations. In addition, whether any
corporation will be a PFIC for any tax year depends on the assets and income of
such corporation over the course of each such tax year and, as a result, cannot
be predicted with certainty as of the date of this document. Accordingly, there
can be no assurance that the IRS will not challenge any determination made by
the Company (or any subsidiary of the Company) concerning its PFIC status. Each
U.S. Holder should consult its own tax advisor regarding the PFIC status of the
Company and any subsidiary of the Company.

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

PFIC Status of the Company

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

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

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

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

Default PFIC Rules Under Section 1291 of the Code

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

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

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

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

QEF Election

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

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

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

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

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

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

Mark-to-Market Election

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

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

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

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

A Mark-to-Market Election applies to the tax year in which such
Mark-to-Market Election is made and to each subsequent tax year, unless the
common shares cease to be marketable stock or the IRS consents to revocation
of such election. Each U.S. Holder should consult its own tax advisor regarding
the availability of, and procedure for making, a Mark-to-Market Election.

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

---

- 59 -

Other PFIC Rules

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

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

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

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

Ownership and Disposition of Common Shares

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

Distributions on Common Shares

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

Sale or Other Taxable Disposition of Common Shares

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

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

Additional Considerations

Additional Tax on Passive
  Income

For tax years beginning after December 31, 2012, certain
individuals, estates and trusts whose income exceeds certain thresholds will be
required to pay a 3.8% Medicare surtax on net investment income including,
among other things, dividends and net gain from dispositions of property (other
than property held in a trade or business). U.S. Holders should consult with
their own tax advisors regarding the effect, if any, of this tax on their
ownership and disposition of common shares.

---

- 60 -

Receipt of Foreign Currency

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

Foreign Tax Credit

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

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

Backup Withholding and Information Reporting

Under U.S. federal income tax law and Treasury Regulations,
certain categories of U.S. Holders must file information returns with respect to
their investment in, or involvement in, a foreign corporation. For example,
recently enacted legislation generally imposes new U.S. return disclosure
obligations (and related penalties) on individuals who are U.S. Holders that
hold certain specified foreign financial assets in excess of $50,000. The
definition of specified foreign financial assets includes not only financial
accounts maintained in foreign financial institutions, but also, unless held in
accounts maintained by a financial institution, any stock or security issued by
a non-U.S. person, any financial instrument or contract held for investment that
has an issuer or counterparty other than a U.S. person and any interest in a
foreign entity. U.S. Holders may be subject to these reporting requirements
unless their common shares are held in an account at a domestic financial
institution. Penalties for failure to file certain of these information returns
are substantial. U.S. Holders should consult with their own tax advisors
regarding the requirements of filing information returns, including the
requirement to file an IRS Form 8938.

Payments made within the U.S. or by a U.S.
  payor or U.S. middleman, of dividends on, and proceeds arising from the sale or
  other taxable disposition of, common shares will generally be subject to
  information reporting and backup withholding tax, at the rate of 28% (and
  increasing to 31% for payments made after December 31, 2012), if a U.S. Holder
  (a) fails to furnish such U.S. Holders correct U.S. taxpayer identification
  number (generally on Form W-9), (b) furnishes an incorrect U.S. taxpayer
  identification number, (c) is notified by the IRS that such U.S. Holder has
  previously failed to properly report items subject to backup withholding tax, or
  (d) fails to certify, under penalty of perjury, that such U.S. Holder has
  furnished its correct U.S. taxpayer identification number and that the IRS has
  not notified such U.S. Holder that it is subject to backup withholding tax.
  However, certain exempt persons generally are excluded from these information
  reporting and backup withholding rules. Backup withholding is not an additional
  tax. Any amounts withheld under the U.S. backup withholding tax rules will be
  allowed as a credit against a U.S. Holders U.S. federal income tax liability,
  if any, or will be refunded, if such U.S. Holder furnishes required information
  to the IRS in a timely manner. Each U.S. Holder should consult its own tax
  advisor regarding the information reporting and backup withholding
  rules.

|F. | Dividends and Paying
Agents
|-- | ---------------------------

Not applicable.

---

- 61 -

|G. | Statement by Experts
|-- | --------------------

Not applicable.

|H. | Documents on Display
|-- | --------------------

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

|I. | Subsidiary Information
|-- | ----------------------

Not applicable.

---

- 62 -

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. However, such US$
denominated investments have been minor and the foreign exchange risk has been
immaterial.

The Company currently does not engage in foreign currency
hedging.

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

Amarc 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.

---

- 63 -

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

Not applicable.

---

- 64 -

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

Not applicable.

---

- 65 -

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

Not applicable.

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- 66 -

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

Disclosure Controls and Procedures

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

Management's Annual Report on Internal Control over
Financial Reporting

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

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

With the participation of the President and CEO and CFO,
management conducted an evaluation of the design and operation of the Company's
internal control over financial reporting as of March 31, 2012, based on the
criteria set forth in Internal Control  Integrated Frameworkissued by
the Committee of Sponsoring Organizations of the Treadway Commission. This
evaluation included review of the documentation of controls, evaluation of the
design effectiveness of controls, testing of the operating effectiveness of
controls and a conclusion on this evaluation. Based on this evaluation,
management concluded in its report that the Company's internal control over
financial reporting was effective as of March 31, 2012.

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

Changes in Internal Control over Financial Reporting

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

Limitations of Controls and Procedures

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

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- 67 -

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

---

- 68 -

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


---

- 69 -

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

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

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

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

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- 70 -

|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: 15thfloor, 1040 West Georgia Street, Vancouver, British
Columbia V6E 4H1 or on request of the Company at 604-684-6365, attention:
Investor Relations Department.

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

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- 71 -

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

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

Services:
    Year ended March 31, 2012
    Year ended March 31, 2011Audit Fees(1)
    $25,000
    $25,000Audit-Related Fees(2)
    Nil
    NilTax Fees(3)
    Nil
    NilAll Other Fees(4)
    Nil
    NilTotal
    $25,000
    $25,000


| | Notes: |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | ------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (1)    | "Audit Fees" include fees necessary to perform the annual
      audit and quarterly reviews of the Company's financial statements. Audit
      Fees include fees for review of tax provisions and for accounting
      consultations on matters reflected in the financial statements. Audit Fees
      also include audit or other attest services required by legislation or
      regulation, such as comfort letters, consents, reviews of securities
      filings and statutory audits.
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (2)    | "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.                                                                                                                                   
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (3)    | "Tax Fees" include fees for all tax services other than
      those included in "Audit Fees" and "Audit-Related Fees". This category
      includes fees for tax compliance, tax planning and tax advice. Tax
      planning and tax advice includes assistance with tax audits and appeals,
      tax advice related to mergers and acquisitions, and requests for rulings
      or technical advice from tax authorities.                                                                  
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (4)    | "All Other Fees" include all other non-audit services.                                                                                                                                                                                                                                                                                                                                                                                                                                       

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, 2012.

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- 72 -

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

Not applicable.

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- 73 -

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

In the year ended March 31, 2012, the Company did not purchase
any of its issued and outstanding Common Shares pursuant to any repurchase
program or otherwise.

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- 74 -

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

None.

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- 75 -

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

Not applicable.

---

- 76 -

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

Not applicable. See Item 18 Financial Statements.

---

- 77 -

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

The following attached financial statements are incorporated
herein:

- Report of the Company's independent registered chartered accountants, De
  Visser Gray LLP, dated July 13, 2012 and July 30, 2012 in respect of note
  17(b) to the financial statements;
- Statements of financial position as at March 31, 2012, March 31, 2011 and
  April 1, 2010;
- Statements of comprehensive loss for the years ended March 31, 2012 and
  March 31, 2011;
- Statements of cash flows for the years ended March 31, 2012 and March 31,
  2011;
- Statements of changes in equity for the years ended March 31, 2012 and
  March 31, 2011;
- Schedule of exploration expenses to March 31, 2012; and
- Notes to annual financial statements

---







AMARC RESOURCES LTD.

FINANCIAL STATEMENTS

YEARS ENDED MARCH 31, 2012 and 2011

(Expressed in Canadian Dollars, unless otherwise stated)





---





REPORT OF INDEPENDENT REGISTERED CHARTERED ACCOUNTANTS

To the Board of Directors and Shareholders of Amarc Resources Ltd.

We have audited the accompanying financial statements of Amarc Resources Ltd., which comprise the statements of financial position as at March 31, 2012, March 31, 2011 and April 1, 2010 and the statements of comprehensive loss, changes in equity and cash flows for the years ended March 31, 2012 and March 31, 2011, and a summary of significant accounting policies and other explanatory information.

Managements Responsibility for the Financial Statements

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

Auditors Responsibility

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

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

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

Opinion

In our opinion, the financial statements present fairly, in all material respects, the financial position of Amarc Resources Ltd. as at March 31, 2012, March 31, 2011 and April 1, 2010 and its financial performance and its cash flows for the years ended March 31, 2012 and March 31, 2011 in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.

INDEPENDENT REGISTERED CHARTERED ACCOUNTANTS 
  Vancouver, Canada 
  July 13, 2012, except for note 17(b) which is at July 30, 2012

---

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

|                                                         |   | March
      31, |   |   | March
      31, |   |   | April 1,    |  
|-------------------------------------------------------- | - | --------------- | - | - | --------------- | - | - | ----------- | -
|                                                         |   | 2012            |   |   | 2011            |   |   | 2010        |  
|                                                         |   |                 |   |   | Restated        |   |   | Restated    |  
|                                                         |   |                 |   |   | (note 16        | ) |   | (note 16    | )
|ASSETS                                                   |   |                 |   |   |                 |   |   |             |  
|                                                         |   |                 |   |   |                 |   |   |             |  
|Current assets                                           |   |                 |   |   |                 |   |   |             |  
|Cash and cash equivalents (note 5)                       | $ | 15,475,104      |   | $ | 6,811,177       |   | $ | 4,310,460   |  
|Amounts receivable and
      other assets (note 7)       |   | 1,574,196       |   |   | 1,197,540       |   |   | 162,223     |  
|Marketable securities (note 8)                           |   | 135,675         |   |   | 113,750         |   |   | 45,376      |  
|Balances due from related party (note
      12)          |   |                |   |   | 57,632          |   |   | 29,870      |  
|                                                         |   | 17,184,975      |   |   | 8,180,099       |   |   | 4,547,929   |  
|                                                         |   |                 |   |   |                 |   |   |             |  
|Non-current assets                                       |   |                 |   |   |                 |   |   |             |  
|Restricted cash (note
      6)                           |   | 246,142         |   |   | 162,095         |   |   | 102,095     |  
|Amounts receivable (note 7)                              |   | 743,554         |   |   | 1,180,013       |   |   | 1,625,082   |  
|Mineral properties and equipment (note
      9)          |   | 1,723           |   |   | 27,515          |   |   | 37,865      |  
|                                                         |   | 991,419         |   |   | 1,369,623       |   |   | 1,765,042   |  
|                                                         |   |                 |   |   |                 |   |   |             |  
|                                                         | $ | 18,176,394      |   | $ | 9,549,722       |   | $ | 6,312,971   |  
|                                                         |   |                 |   |   |                 |   |   |             |  
|LIABILITIES AND SHAREHOLDERS' EQUITY                     |   |                 |   |   |                 |   |   |             |  
|                                                         |   |                 |   |   |                 |   |   |             |  
|Current liabilities                                      |   |                 |   |   |                 |   |   |             |  
|Accounts payable and
      accrued liabilities (note 10) | $ | 823,934         |   | $ | 64,995          |   | $ | 32,999      |  
|Balances due to related party (note 12)                  |   | 6,770           |   |   |                |   |   |            |  
|Flow-through share premium (note
      11(b))            |   | 130,000         |   |   | 595,000         |   |   |            |  
|                                                         |   | 960,704         |   |   | 659,995         |   |   | 32,999      |  
|                                                         |   |                 |   |   |                 |   |   |             |  
|Shareholders' equity                                     |   |                 |   |   |                 |   |   |             |  
|Share capital (note
      11(b))                         |   | 58,740,910      |   |   | 45,482,087      |   |   | 36,474,363  |  
|Reserves (note 11(f))                                    |   | 4,558,027       |   |   | 1,918,126       |   |   | 1,849,752   |  
|Accumulated deficit                                      |   | (46,083,247     | ) |   | (38,510,486     | ) |   | (32,044,143 | )
|                                                         |   | 17,215,690      |   |   | 8,889,727       |   |   | 6,279,972   |  
|Nature and continuance of operations (note
      1)      |   |                 |   |   |                 |   |   |             |  
|Subsequent event
      (note 17)                         |   |                 |   |   |                 |   |   |             |  
|                                                         | $ | 18,176,394      |   | $ | 9,549,722       |   | $ | 6,312,971   |  

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

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

---

|Amarc Resources Ltd.                                               
|-------------------------------------------------------------------
|Statements of Comprehensive Loss                                   
|(Expressed in Canadian Dollars, except for share
      information)

|                                                                                                       |   | Year ended March 31, |  
|------------------------------------------------------------------------------------------------------ | - | -------------------- | -
|                                                                                                       |   | 2012                 |  
|                                                                                                       |   |                      |  
|                                                                                                       |   |                      |  
|Expenses                                                                                               |   |                      |  
|Depreciation                                                                                           | $ | 27,022               |  
|Exploration
      (Schedule of Exploration Expenses)                                                   |   | 6,909,922            |  
|Legal, accounting and audit                                                                            |   | 112,762              |  
|Office and
      administration                                                                        |   | 1,335,165            |  
|Shareholder communication                                                                              |   | 178,730              |  
|Travel                                                                                                 |   | 63,373               |  
|Trust and filing                                                                                       |   | 34,683               |  
|Equity-settled share-based
      payments (note 11(e))                                                 |   | 467,542              |  
|                                                                                                       |   | 9,129,199            |  
|Other items                                                                                            |   |                      |  
|Interest income                                                                                        |   | (83,337              | )
|Interest expense                                                                                       |   |                     |  
|Flow-through share premium (note 11(b))                                                                |   | (730,000             | )
|Gain on sale of mineral
      property (notes 9(a))                                                    |   | (679,050             | )
|Gain on disposition of available-for-sale
      financial assets (note 8)                              |   | (88,117              | )
|Provision for bad debt                                                                                 |   |                     |  
|Tax on flow through shares                                                                             |   | 21,506               |  
|Foreign exchange loss (gain)                                                                           |   | 2,560                |  
|Loss for the year                                                                                      | $ | 7,572,761            |  
|Other comprehensive (income) loss:                                                                     |   |                      |  
|Revaluation of available-for-sale financial
      assets (note 8)                                      |   | (103,042             | )
|Change in fair value of available-for-sale
      financial assets transferred to gain upon disposition |   | 88,117               |  
|Comprehensive
      loss for the year                                                                  | $ | 7,557,836            |  
|Basic and diluted loss per common share                                                                | $ | 0.07                 |  
|                                                                                                       |   |                      |  
|Weighted average number of common shares
      outstanding                                             |   | 102,759,226          |  

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

---

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

|                                                                         |   | Year ended March 31, |  
|------------------------------------------------------------------------ | - | -------------------- | -
|Cash provided
      by (used in):                                        |   | 2012                 |  
|                                                                         |   |                      |  
|                                                                         |   |                      |  
|Operating activities                                                     |   |                      |  
|Loss for the year                                                        | $ | (7,572,761           | )
|Adjustments for:                                                         |   |                      |  
|Common shares received, included
      in exploration expenses           |   | (7,000               | )
|Common shares
      issued, included in exploration expenses             |   | 41,400               |  
|Depreciation (note 9)                                                    |   | 27,022               |  
|Equity settled
      share based payments (note 11(e))                   |   | 799,885              |  
|Flow-through share premium                                               |   | (730,000             | )
|Gain on
      disposition of available-for-sale financial assets         |   | (88,117              | )
|Interest and other income                                                |   | (83,337              | )
|Interest expense                                                         |   |                     |  
|Provision for bad debt                                                   |   |                     |  
|Unrealized
      foreign exchange                                        |   | 263                  |  
|Changes in working capital items                                         |   |                      |  
|Amounts
      receivable and other assets                                |   | (366,600             | )
|Balance due from related party                                           |   | 57,632               |  
|Amounts
      receivable                                                 |   | 436,458              |  
|Accounts payable and accrued
      liabilities                           |   | 758,939              |  
|Balance due to related party                                             |   | 6,770                |  
|Net cash used in
      operating activities                              |   | (6,719,446           | )
|                                                                         |   |                      |  
|Investing activities                                                     |   |                      |  
|Restricted cash                                                          |   | (84,047              | )
|Interest income                                                          |   | 73,282               |  
|Proceeds from sale of available-for-sale
      financial assets          |   | 88,117               |  
|Purchase of equipment (note 9)                                           |   | (1,230               | )
|Net cash provided
      by investing activities                          |   | 76,122               |  
|                                                                         |   |                      |  
|Financing activities                                                     |   |                      |  
|Proceeds from private
      placement net of issuance costs (note 11(b)) |   | 15,301,946           |  
|Proceeds from exercise of options (note 11(e))                           |   | 5,568                |  
|Payment of interest on the promissory note                               |   |                     |  
|Net cash provided
      by financing activities                          |   | 15,307,514           |  
|                                                                         |   |                      |  
|Net increase in cash and cash equivalents                                |   | 8,664,190            |  
|Cash and cash equivalents, beginning of the year                         |   | 6,811,177            |  
|                                                                         |   | 15,475,367           |  
|Effect of exchange rate fluctuations on cash held                        |   | (263                 | )
|Cash and cash
      equivalents, end of the year                         | $ | 15,475,104           |  
|                                                                         |   |                      |  
|Components of cash and cash equivalents are as
      follows:            |   |                      |  
|Cash                                                                     | $ | 15,475,104           |  
|                                                                         |   |                      |  
|Supplementary cash flow information:                                     |   |                      |  
|Non cash investing and financing activities:                             |   |                      |  
|Common shares
      issued included in exploration expenses              | $ | 41,400               |  
|Common shares received included
      in exploration expenses            |   | 7,000                |  
|Issuance of
      share purchase warrants                                |   | 1,829,110            |  
|Marketable securities received                                           | $ | 102,175              |  

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

---

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

|                                                                                                        |  | Share capital |  |   | Reserves   |   |   |                |   |   |           | 
|------------------------------------------------------------------------------------------------------- |  | ------------- |  | - | ---------- | - | - | -------------- | - | - | --------- | 
|                                                                                                        |  |               |  |   |            |   |   |                |   |   |           | 
|                                                                                                        |  |               |  |   |            |   |   | Equity         |   |   |           | 
|                                                                                                        |  |               |  |   |            |   |   | settled share- |   |   |           | 
|                                                                                                        |  |               |  |   |            |   |   | based          |   |   | Share     | 
|                                                                                                        |  | Number of     |  |   |            |   |   | payments       |   |   | warrants  | 
|                                                                                                        |  | shares        |  |   | Amount     |   |   | reserve        |   |   | reserve   | 
|                                                                                                        |  |               |  |   |            |   |   |                |   |   |           | 
|Balance at April 1, 2010                                                                                |  | 83,839,473    |  | $ | 36,474,363 |   | $ | 870,267        |   | $ | 982,110   | 
|Private placement, net of issuance costs and flow through
      shares premium (note 11 (b))            |  | 13,889,423    |  |   | 8,507,724  |   |   |               |   |   |          | 
|Exercise of share warrants at $0.10 per
      share note (11(d))                                        |  | 5,000,000     |  |   | 500,000    |   |   |               |   |   |          | 
|Revaluation of available-for-sale financial assets (note 8)                                             |  |              |  |   |           |   |   |               |   |   |          | 
|Loss for the year                                                                                       |  |              |  |   |           |   |   |               |   |   |          | 
|Balance at
      March 31, 2011 (note 16)                                                               |  | 102,728,896   |  | $ | 45,482,087 |   | $ | 870,267        |   | $ | 982,110   | 
|                                                                                                        |  |               |  |   |            |   |   |                |   |   |           | 
|Balance at April 1, 2011 (note 16)                                                                      |  | 102,728,896   |  | $ | 45,482,087 |   | $ | 870,267        |   | $ | 982,110   | 
|De-recognition of available-for-sale
      financial assets upon disposition (note 8)                   |  |              |  |   |           |   |   |               |   |   |          | 
|Revaluation of available-for-sale financial assets (note 8)                                             |  |              |  |   |           |   |   |               |   |   |          | 
|Equity settled share-based payments (note
      11 (e))                                                 |  |              |  |   |           |   |   | 799,885        |   |   |          | 
|Exercise of options at $0.32 per share (note 11 (e))                                                    |  | 17,400        |  |   | 9,587      |   |   | (4,019         | ) |   |          | 
|Issuance of common shares for purchase of
      exploration and evaluation assets (notes 9(b) and 9(c)) |  | 100,000       |  |   | 41,400     |   |   |               |   |   |          | 
|Private placement, net of issuance costs and flow through
      shares premium (note 11(b))             |  | 35,727,765    |  |   | 15,036,946 |   |   |               |   |   |          | 
|Issuance of warrants at $0.12 per share
      (note (11(d))                                             |  |              |  |   | (1,829,110 | ) |   |               |   |   | 1,829,110 | 
|Loss for the year                                                                                       |  |              |  |   |           |   |   |               |   |   |          | 
|Balance at March 31, 2012                                                                               |  | 138,574,061   |  | $ | 58,740,910 |   | $ | 1,666,133      |   | $ | 2,811,220 | 

Theaccompanyingnotes are anintegralpart of thesefinancialstatements.

---

|Amarc Resources Ltd.            
|--------------------------------
|Schedule of Exploration Expenses
|(Expressed in Canadian Dollars) 

|                                                  |   |           |  |   |         |  |   |            |   |   |            |  |   | Other      |   |   |            |  
|------------------------------------------------- | - | --------- |  | - | ------- |  | - | ---------- | - | - | ---------- |  | - | ---------- | - | - | ---------- | -
|                                                  |   |           |  |   |         |  |   |            |   |   | Generative |  |   | (including |   |   |            |  
|                                                  |   | Galileo   |  |   | Hubble  |  |   | Newton     |   |   | BC         |  |   | METC)      |   |   | Total      |  
|                                                  |   |           |  |   |         |  |   |            |   |   |            |  |   |            |   |   |            |  
|Cumulative costs incurred to March 31, 2010       | $ |          |  | $ |        |  | $ | 2,472,098  |   | $ | 3,753,086  |  | $ | 19,038,890 |   | $ | 25,264,074 |  
|                                                  |   |           |  |   |         |  |   |            |   |   |            |  |   |            |   |   |            |  
|Incurred during year ended March 31,
      2011:  |   |           |  |   |         |  |   |            |   |   |            |  |   |            |   |   |            |  
|Assays and analysis                               |   |          |  |   |        |  |   | 539,649    |   |   | 13,789     |  |   | 43,297     |   |   | 596,735    |  
|Drilling                                          |   |          |  |   |        |  |   | 1,255,720  |   |   |           |  |   |           |   |   | 1,255,720  |  
|Equipment rental                                  |   |          |  |   |        |  |   | 134,408    |   |   |           |  |   | 1,800      |   |   | 136,208    |  
|Geological                                        |   |          |  |   |        |  |   | 2,067,273  |   |   | 163,057    |  |   | (193,104   | ) |   | 2,037,226  |  
|Graphics                                          |   |          |  |   |        |  |   | 35,502     |   |   | 4,926      |  |   | 14,939     |   |   | 55,367     |  
|Property fees and assessments                     |   |          |  |   |        |  |   | 199,007    |   |   | 1,125      |  |   | 36,063     |   |   | 236,195    |  
|Site activities                                   |   |          |  |   |        |  |   | 817,657    |   |   | 888        |  |   | 14,570     |   |   | 833,115    |  
|Sustainability                                    |   |          |  |   |        |  |   | 184,428    |   |   | 7,495      |  |   | 4,069      |   |   | 195,992    |  
|Transportation                                    |   |          |  |   |        |  |   | 25,703     |   |   |           |  |   |           |   |   | 25,703     |  
|Travel and accommodation                          |   |          |  |   |        |  |   | 104,783    |   |   | 3,779      |  |   | 3,612      |   |   | 112,174    |  
|Incurred during fiscal 2011                       |   |          |  |   |        |  |   | 5,364,130  |   |   | 195,059    |  |   | (74,754    | ) |   | 5,484,435  |  
|                                                  |   |           |  |   |         |  |   |            |   |   |            |  |   |            |   |   |            |  
|Cumulative costs
      incurred to March 31, 2011 |   |          |  |   |        |  |   | 7,836,228  |   |   | 3,948,145  |  |   | 18,964,136 |   |   | 30,748,509 |  
|                                                  |   |           |  |   |         |  |   |            |   |   |            |  |   |            |   |   |            |  
|Incurred during year ended March 31, 2012:        |   |           |  |   |         |  |   |            |   |   |            |  |   |            |   |   |            |  
|Assays and analysis                               |   | 104,614   |  |   | 16,065  |  |   | 280,568    |   |   | 188        |  |   | 1,353      |   |   | 402,788    |  
|Drilling                                          |   |          |  |   | 41,498  |  |   | 1,693,792  |   |   |           |  |   |           |   |   | 1,735,290  |  
|Equipment rental                                  |   | 16,611    |  |   | 1,922   |  |   | 205,279    |   |   |           |  |   |           |   |   | 223,812    |  
|Geological                                        |   | 1,729,305 |  |   | 160,545 |  |   | 809,324    |   |   | 120,021    |  |   | (492,736   | ) |   | 2,326,459  |  
|Graphics                                          |   | 3,924     |  |   | 520     |  |   | 5,184      |   |   | 1,567      |  |   | 85         |   |   | 11,280     |  
|Operator's fees earned                            |   |          |  |   |        |  |   | (81,934    | ) |   |           |  |   |           |   |   | (81,934    | )
|Property fees and assessments                     |   | 8,811     |  |   | 85,600  |  |   | 20,001     |   |   |           |  |   | 5,800      |   |   | 120,212    |  
|Site activities                                   |   | 111,440   |  |   | 99,402  |  |   | 1,136,342  |   |   | 5,423      |  |   |           |   |   | 1,352,607  |  
|Socio economic                                    |   | 39,497    |  |   | 22,898  |  |   | 264,810    |   |   | 8,559      |  |   | 20,013     |   |   | 355,777    |  
|Transportation                                    |   | 1,066     |  |   | 19,012  |  |   | 29,302     |   |   |           |  |   |           |   |   | 49,380     |  
|Travel and accommodation                          |   | 23,839    |  |   | 2,913   |  |   | 53,774     |   |   | 1,382      |  |   |           |   |   | 81,908     |  
|Share
      based payments                        |   |          |  |   |        |  |   |           |   |   |           |  |   | 332,343    |   |   | 332,343    |  
|Incurred during fiscal 2012                       |   | 2,039,107 |  |   | 450,375 |  |   | 4,416,442  |   |   | 137,140    |  |   | (133,142   | ) |   | 6,909,922  |  
|                                                  |   |           |  |   |         |  |   |            |   |   |            |  |   |            |   |   |            |  
|Cumulative costs incurred to March 31, 2012       | $ | 2,039,107 |  | $ | 450,375 |  | $ | 12,252,670 |   | $ | 4,085,285  |  | $ | 18,830,994 |   | $ | 37,658,431 |  

Theaccompanyingnotes are anintegralpart of thesefinancialstatements.

---

|Amarc Resources Ltd.                                    
|--------------------------------------------------------
|Notes to the financial statements                       
|For the years ended March 31, 2012 and 2011             
|(Expressed in Canadian Dollars, unless otherwise stated)
|                                                        

|1. | NATURE OF OPERATIONS AND CONTINUANCE OF
      OPERATIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | Amarc Resources Ltd. (the "Company" or "Amarc") is
      incorporated under the laws of the province of British Columbia, and its
      principal business activity is the acquisition and exploration of mineral
      properties. Its principal mineral property interests are located in
      British Columbia. The address of the Company's corporate office is 15th
      Floor, 1040 West Georgia Street, Vancouver, BC, Canada V6E 4H1.                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | The Company has incurred losses since inception and its
      ability to continue as a going concern depends upon its capacity to
      develop profitable operations and to continue to raise adequate financing.
      These 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 Company's management has, at the time of approving
      these audited financial statements, a reasonable expectation that the
      Company has adequate resources to continue in operational existence for
      the foreseeable future. Accordingly, these financial statements have been
      prepared assuming a going concern.                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|2. | STATEMENT OF COMPLIANCE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | In 2010, Canadian accounting standards were revised to
      incorporate International Financial Reporting Standards ("IFRS"), and
      require publicly accountable enterprises to apply the IFRS effective for
      years beginning on or after January 1, 2011.                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | These financial statements have been prepared in
      accordance with IFRS 1 FirstTime Adoption of International Financial
      Reporting Standards ("IFRS 1"). These are the Company's first financial
      statements prepared in accordance with IFRS's and IFRS 1 First- time
      Adoption of International Financial Reporting Standards has been applied.
      Prior to April 01 , 2011, the Company prepared its interim and annual
      financial statements in accordance with Canadian generally accepted
      accounting principles ("GAAP").
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | These financial statements were authorized for issuance
      by the Board of Directors on July 13, 2012.                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|3. | BASIS OF PREPARATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | These financial statements have been prepared on a
      historical cost basis, except for financial instruments classified as
      availableforsale which are stated at estimated fair value. These
      financial statements have been prepared using the accrual basis of
      accounting, except for cash flow information.                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | All amounts reported in these financial statements are in
      Canadian dollars, unless stated otherwise.                                                                                                                                                                                                                                                                                                                                                                                                                                                       

---

|Amarc Resources Ltd.                                    
|--------------------------------------------------------
|Notes to the financial statements                       
|For the years ended March 31, 2012 and 2011             
|(Expressed in Canadian Dollars, unless otherwise stated)
|                                                        

Certain comparative amounts have been
  reclassified to conform to the presentation adopted in the current year.

|4. | SIGNIFICANT ACCOUNTING POLICIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | The preparation of these financial statements resulted in
      changes to accounting policies from those financial statements previously
      prepared under Canadian GAAP. Subject to certain transition elections
      disclosed in note 16, the accounting policies set out below have been
      applied consistently to all periods presented in these financial
      statements and in preparing the opening IFRS statement of financial
      position, as at April 1, 2010 (the "Transition Date"). An explanation of
      how the transition to IFRS has affected the reported financial position,
      financial performance and cash flows of the Company is provided in note
      16.

|(a) | Functional and presentation currency                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | The functional and presentation currency of the Company
      is the Canadian Dollar.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(b) | Foreign currencies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | For the purpose of presenting financial statements, the
      assets and liabilities of foreign operations, are translated at exchange
      rates prevailing on the balance sheet date. Income and expense items are
      translated at the average exchange rate for the period, unless exchange
      rates fluctuated significantly during that period, in which the exchange
      rates at the date of transactions are used. Exchange differences arising
      upon translation are classified as translation reserve, a component of
      equity. The Company does not currently have any foreign
      operations.                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | In preparing the financial statements of the Company,
      transactions in currencies other than the functional currency are recorded
      at the rates of exchange prevailing on the dates of the transactions. At
      the end of each reporting period, monetary assets and liabilities that are
      denominated in foreign currencies are translated at the rates prevailing
      at that date. Non- monetary assets and liabilities carried at fair value
      that are denominated in foreign currencies are translated at rates
      prevailing at the date when the fair value was determined. Nonmonetary
      items that are measured in terms of historical cost in a foreign currency
      are not retranslated.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | Exchange differences arising on the settlement of
      monetary items, and on the translation of monetary items, are included in
      profit or loss for the period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(c) | Financial Instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | Financial assets and financial liabilities are recognized
      when an entity becomes a party to the contractual provision of the
      instrument.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

---

|Amarc Resources Ltd.                                    
|--------------------------------------------------------
|Notes to the financial statements                       
|For the years ended March 31, 2012 and 2011             
|(Expressed in Canadian Dollars, unless otherwise stated)
|                                                        

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

Derivative financial assets and
  liabilities

The Company does not have any
  derivative financial assets and liabilities.

Nonderivative financial
  assets

Financial assets are classified into
  the following specified categories: financial assets "at fair value through
  profit or loss", "heldtomaturity investments", "availableforsale financial
  assets" and "loans and receivables". The classification depends on the nature
  and purpose of the financial assets and is determined at the time of initial
  recognition.

Financial assets at fair value
  through profit or loss ("FVTPL")

A financial asset is classified at
  FVTPL if it is classified as held for trading or is designated as such upon
  initial recognition. Financial assets are designated as being at FVTPL if the
  Company manages such investments and makes purchase and sale decisions based on
  their fair value in accordance with the Company's documented risk management or
  investment strategy. Attributable transaction costs are recognized in profit or
  loss when incurred. Financial assets at FVTPL are measured at fair value, and
  changes therein are recognized in profit or loss. The Company does not currently
  have any financial assets in this classification.

Heldtomaturity investments

Heldtomaturity investments are
  nonderivative financial assets with fixed or determinable payments and fixed
  maturity dates that the Company has the intent and ability to hold to maturity.
  Subsequent to initial recognition, heldtomaturity investments are measured at
  amortized cost using the effective interest method, less any impairment. The
  Company does not currently have any financial assets in this classification.

Availableforsale ("AFS") financial
  assets

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

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

---

|Amarc Resources Ltd.                                    
|--------------------------------------------------------
|Notes to the financial statements                       
|For the years ended March 31, 2012 and 2011             
|(Expressed in Canadian Dollars, unless otherwise stated)
|                                                        

Loans and receivables

Loans and receivables are financial
  assets with fixed or determinable payments that are not quoted in an active
  market. Such assets are initially recognized at fair value plus any directly
  attributable transaction costs. Subsequent to initial recognition, loans and
  receivables are measured at amortized cost using the effective interest method,
  less any impairment losses. Loans and receivables consist of cash and cash
  equivalents, amounts receivable and balances due from a related party and
  restricted cash.

Nonderivative financial
  liabilities:

Financial liabilities are classified as
  either "financial liabilities at FVTPL" or "other financial liabilities".

Financial liabilities at
  FVTPL

Financial liabilities are classified as
  at FVTPL when the financial liability is either held for trading or it is
  designated as being at FVTPL

Financial liabilities at FVTPL are
  stated at fair value, with any gains or losses arising on remeasurement
  recognized in profit and loss. The net gain or loss recognized in profit or loss
  incorporates any interest paid on the financial liability and is included in the
  other gains and losses line item in the statements of comprehensive income
  statement. The Company does not have any financial liabilities in this
  classification.

Other financial liabilities

Other financial liabilities such as
  accounts payable and accrued liabilities and payable to related party are
  recognized initially at fair value net of any directly attributable transaction
  costs. Subsequent to initial recognition, these financial liabilities are
  measured at amortized cost using the effective interest method.

Impairment of financial
  assets

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

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

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

---

|Amarc Resources Ltd.                                    
|--------------------------------------------------------
|Notes to the financial statements                       
|For the years ended March 31, 2012 and 2011             
|(Expressed in Canadian Dollars, unless otherwise stated)
|                                                        

|    | For certain categories of financial assets, such as
      amounts receivable, assets that are assessed not to be impaired
      individually are subsequently assessed for impairment on a collective
      basis. The carrying amount of financial assets is reduced by the
      impairment loss directly for all financial assets with the exception of
      amounts receivable, where the carrying amount is reduced through the use
      of an allowance account. When an amount receivable is considered
      uncollectible, it is written off against the allowance account. Subsequent
      recoveries of amounts previously written off are credited against the
      allowance account. Changes in the carrying amount of the allowance account
      are recognized in profit or loss.          
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | With the exception of AFS equity instruments, if, in a
      subsequent period, the amount of the impairment loss decreases and the
      decrease can be related objectively to an event occurring after the
      impairment was recognized, the previously recognized impairment loss is
      reversed through profit or loss to the extent that the carrying amount of
      the investment at the date the impairment is reversed does not exceed what
      the amortized cost would have been had the impairment not been recognized.
      In respect of AFS equity securities, impairment losses previously
      recognized through profit or loss are not reversed through profit or loss.
      Any increase in fair value subsequent to an impairment loss is recognized
      directly in equity.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | When an AFS financial asset is considered to be impaired,
      cumulative gains or losses previously recognized in other comprehensive
      income are reclassified to profit or loss in the period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(d) | Exploration and evaluation expenditures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | Exploration and evaluation expenditures include the costs
      of acquiring licenses, costs associated with exploration and evaluation
      activity, and the fair value (at acquisition date) of exploration and
      evaluation assets acquired in a business combination. Exploration and
      evaluation expenditures are expensed as incurred except for expenditures
      associated with the acquisition of exploration and evaluation assets
      through a business combination or an asset acquisition. Costs incurred
      before the Company has obtained the legal rights to explore an area are
      expensed.                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | Acquisition costs, including general and administrative
      costs, are only capitalized to the extent that these costs can be related
      directly to operational activities in the relevant area of interest where
      it is considered likely to be recoverable by future exploitation or sale
      or where exploration and evaluation activities have not reached a stage
      which permits a reasonable assessment of the existence of
      reserves.                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | Acquisition cost of properties acquired under option
      agreements, where the payments are made at the sole discretion of the
      Company, are expensed when the payments are made.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | Exploration and evaluation assets are assessed for
      impairment if (i) sufficient data exists to determine technical
      feasibility and commercial viability, and (ii) facts and circumstances
      suggest that the carrying amount exceeds the recoverable
      amount.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

---

|Amarc Resources Ltd.                                    
|--------------------------------------------------------
|Notes to the financial statements                       
|For the years ended March 31, 2012 and 2011             
|(Expressed in Canadian Dollars, unless otherwise stated)
|                                                        

|    | Once the technical feasibility and commercial viability
      of the extraction of mineral resources in an area of interest are
      demonstrable, exploration and evaluation assets attributable to that area
      of interest are first tested for impairment and then reclassified to
      mining property and development assets within property, plant and
    equipment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | Recoverability of the carrying amount of any exploration
      and evaluation assets is dependent on successful development and
      commercial exploitation, or alternatively, sale of the respective areas of
      interest.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(e) | Mineral properties and equipment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | Mineral properties and equipment are carried at cost,
      less accumulated depreciation and accumulated impairment losses.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | The cost of mineral properties and equipment consists of
      the purchase price, any costs directly attributable to bringing the asset
      to the location and condition necessary for its intended use and an
      initial estimate of the costs of dismantling and removing the item and
      restoring the site on which it is located.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | Depreciation is provided at rates calculated to expense
      the cost of equipment, less its estimated residual value, using the
      declining balance method at various rates ranging from 20% to 30% per
      annum.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | An item of mineral properties and equipment is
      derecognized upon disposal or when no material future economic benefits
      are expected to arise from the continued use of the asset. Any gain or
      loss arising on disposal of the asset, determined as the difference
      between the net disposal proceeds and the carrying amount of the asset, is
      recognized in profit or loss. Where an item of equipment consists of major
      components with different useful lives, the components are accounted for
      as separate items of equipment. Expenditures incurred to replace a
      component of an item of equipment that is accounted for separately,
      including major inspection and overhaul expenditures, are
      capitalized.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | Residual values and estimated useful lives are reviewed
      at least annually.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(f) | Cash and equivalents                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | Cash and equivalents consist of cash and highly liquid
      investments, having maturity dates of three months or less from the date
      of purchase, which are readily convertible to known amounts of
      cash.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(g) | Impairment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | At the end of each reporting period the carrying amounts
      of the Company's assets are reviewed to determine whether there is any
      indication that those assets are impaired. If any such indication exists,
      the recoverable amount of the asset is estimated in order to determine the
      extent of the impairment, if any. The recoverable amount is the higher of
      fair value less costs to sell and value in use. Fair value is determined
      as the amount that would be obtained from the sale of the asset in an
      arm's length transaction between knowledgeable and willing parties. In
      assessing value in use, the estimated future cash flows are discounted to
      their present value using a pretax discount rate that reflects current
      market assessments of the time value of money and the risks specific to
      the asset. If the recoverable amount of an asset is estimated to be less
      than its carrying amount, the carrying amount of the asset is reduced to
      its recoverable amount and the impairment loss is recognized in profit or
      loss for the period. For an asset that does not generate largely
      independent cash inflows, the recoverable amount is determined for the
    cash generating unit to which the asset belongs.

---

|Amarc Resources Ltd.                                    
|--------------------------------------------------------
|Notes to the financial statements                       
|For the years ended March 31, 2012 and 2011             
|(Expressed in Canadian Dollars, unless otherwise stated)
|                                                        

|    | Where an impairment loss subsequently reverses, the
      carrying amount of the asset (or cash generating unit) is increased to the
      revised estimate of its recoverable amount, but to an amount that does not
      exceed the carrying amount that would have been determined had no
      impairment loss been recognized for the asset (or cash generating unit) in
      prior years. A reversal of an impairment loss is recognized immediately in
      profit or loss.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(h) | Share capital                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | Common shares are classified as equity. Transaction costs
      directly attributable to the issuance of common shares and share purchase
      options are recognized as a deduction from equity.                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | Flowthrough shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | Canadian tax legislation permits mining entities to issue
      flowthrough shares to investors. Flowthrough shares are securities
      issued to investors whereby the deductions for tax purposes related to
      resource eligible Canadian exploration and evaluation expenditures ("CEE")
      may be claimed by investors instead of the entity, pursuant to a defined
      renunciation process. Renunciation may occur:                                                

| |  | prospectively (namely, the flowthrough shares
      are issued, renunciation occurs and CEE are incurred subsequently); or          
| |  | -------------------------------------------------------------------------------------------------------------------------------------
| |  |                                                                                                                                      
| |  | retrospectively (namely, the flowthrough
      shares are issued, CEE are then incurred and renunciation occurs
      subsequently).

The Company finances a portion of its
  exploration expenditures through the issuance of flowthrough shares.

Flowthrough shares are recorded in
  share capital at the fair value of common shares on date of issue. When
  flowthrough shares are offered, the difference between the fair value of
  nonflowthrough common shares and the amount the investors pay for flowthrough
  shares is recorded as deferred liability called "flow through share premium".
  This deferred liability is credited to profit or loss when the eligible
  expenditures are incurred.

---

|Amarc Resources Ltd.                                    
|--------------------------------------------------------
|Notes to the financial statements                       
|For the years ended March 31, 2012 and 2011             
|(Expressed in Canadian Dollars, unless otherwise stated)
|                                                        

|(i) | Sharebased payment transactions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | The share purchase option plan allows Company employees
      and consultants to acquire shares of the Company. The fair value of share
      purchase options granted is recognized as an employee or consultant
      expense with a corresponding increase in equity. An individual is
      classified as an employee when the individual is an employee for legal or
      tax purposes (direct employee) or provides services similar to those
      performed by a direct employee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | The fair value is measured at grant date and each tranche
      is recognized on a straight line basis over the period during which the
      share purchase options vest. The fair value of the share purchase options
      granted is measured using the BlackScholes option pricing model taking
      into account the terms and conditions upon which the share purchase
      options were granted. At each financial position reporting date, the
      amount recognized as an expense is adjusted to reflect the actual number
      of share purchase options that are expected to vest.
      Equitysettled
        sharebased payment transactions with parties other than employees are
        measured at the fair value of the goods or services, except where that
        fair value cannot be estimated reliably, in which case they are measure at
        the fair value of the equity instruments granted, measured at the date the
        entity obtains the goods or the counterparty renders the
        service.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(j) | Income taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | Income tax on the profit or loss for the periods
      presented comprises current and deferred tax. Income tax is recognized in
      profit or loss except to the extent that it relates to items recognized
      directly in equity, in which case it is recognized in equity.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | Current tax expense is the expected tax payable on the
      taxable income for the year, using tax rates enacted or substantively
      enacted at year end, adjusted for amendments to tax payable with regards
      to previous years.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | Deferred tax is provided using the balance sheet
      liability method, providing for temporary differences between the carrying
      amounts of assets and liabilities for financial reporting purposes and the
      amounts used for taxation purposes.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | The following temporary differences are not provided
      for:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

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

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

---

|Amarc Resources Ltd.                                    
|--------------------------------------------------------
|Notes to the financial statements                       
|For the years ended March 31, 2012 and 2011             
|(Expressed in Canadian Dollars, unless otherwise stated)
|                                                        

|    | A deferred tax asset is recognized only to the extent
      that it is probable that future taxable profits will be available against
      which the asset can be utilized.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | Additional income taxes that arise from the distribution
      of dividends are recognized at the same time as the liability to pay the
      related dividend.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | Deferred tax assets and liabilities are offset when there
      is a legally enforceable right to set off current tax assets against
      current tax liabilities and when they relate to income taxes levied by the
      same taxation authority and the Company intends to settle its current tax
      assets and liabilities on a net basis.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(k) | Restoration, rehabilitation, and environmental
      obligations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | An obligation to incur restoration, rehabilitation and
      environmental costs arises when environmental disturbance is caused by the
      exploration or development of a mineral property interest. Such costs
      arising from the decommissioning of plant and other site preparation work,
      discounted to their net present value, are provided for and capitalized at
      the start of each project to the carrying amount of the asset, along with
      a corresponding liability at the time the obligation to incur such costs
      arises. The timing of the actual rehabilitation expenditure is dependent
      on a number of factors such as the life and nature of the project or
      asset, the conditions imposed by the relevant permits and, when
      applicable, the jurisdiction in which the project or asset is
      located.                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | Discount rates using a pretax rate that reflects the
      time value of money are used to calculate the net present value. These
      costs are charged against profit or loss over the economic life of the
      related asset, through amortization using either the unitofproduction or
      the straight line method. The corresponding liability is progressively
      increased as the effect of discounting unwinds, creating an
      expense.                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | The operations of the Company have been, and may in the
      future be, affected from time to time in varying degree by changes in
      environmental regulations, including those for site restoration costs.
      Both the likelihood of new regulations and their overall effect upon the
      Company are not predictable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | The Company has no material restoration, rehabilitation
      and environmental obligations as the disturbance to date is
      immaterial.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(l) | Loss per share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | Loss per share is computed by dividing losses
      attributable to common shareholders by the weighted average number of
      common shares outstanding during the period. Diluted loss per share is
      determined by adjusting the losses attributable to common share holders
      and the weighted average number of common shares outstanding for the
      effects of all dilutive potential common shares, such as options granted
      to employees. The dilutive effect of options assumes that the proceeds to
      be received on the exercise of share options are applied to repurchase
      common shares at the average market price for the period.
      Share options are included in the calculation of dilutive
      earnings per share only to the extent that the market price of the common
    shares exceeds the exercise price of the share options.

---

|Amarc Resources Ltd.                                    
|--------------------------------------------------------
|Notes to the financial statements                       
|For the years ended March 31, 2012 and 2011             
|(Expressed in Canadian Dollars, unless otherwise stated)
|                                                        

|    | The effect of antidilutive factors is not considered
      when computing diluted loss per share.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(m) | Joint venture activities and joint controlled
      operations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | Joint control is defined as the contractually agreed
      sharing of control over an economic activity, and exists only when the
      strategic, financial and operating decisions essential to the relevant
      activities require the unanimous consent of the parties sharing control.
      When the Company enters into agreements that provide for specific
      percentage interests in exploration properties, a portion of the Company's
      exploration activities is conducted jointly with others, without
      establishment of a corporation, partnership or other entity.                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | Under IFRS 11 Joint Arrangement, this type of joint
      control of mineral asset and joint exploration and/or development
      activities is considered as a joint operation, which is defined as a joint
      arrangement whereby the parties that have joint control of the arrangement
      have rights to the assets, and obligations for the liabilities, relating
      to the arrangement. In its financial statements, the Company recognizes
      the following in relation to its interest in a joint operation:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(n) | Segment disclosures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | The Company is operating in a single reportable segment 
      the acquisition, exploration and development of mineral properties. All
      non-current assets are held in Canada.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(o) | Significant accounting estimates and
      judgments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | The preparation of these financial statements requires
      management to make certain estimates, judgments and assumptions that
      affect the reported amounts of assets and liabilities at the date of the
      financial statements and reported amounts of expenses during the reporting
      period. Actual outcomes could differ from these estimates. These financial
      statements include estimates which, by their nature, are uncertain. The
      impacts of such estimates are pervasive throughout the financial
      statements, and may require accounting adjustments based on future
      occurrences. Revisions to accounting estimates are recognized in the
      period in which the estimate is revised and future periods if the revision
      affects both current and future periods. These estimates are based on
      historical experience, current and future economic conditions and other
      factors, including expectations of future events that are believed to be
      reasonable under the circumstances.

---

|Amarc Resources Ltd.                                    
|--------------------------------------------------------
|Notes to the financial statements                       
|For the years ended March 31, 2012 and 2011             
|(Expressed in Canadian Dollars, unless otherwise stated)
|                                                        

|    | Specific areas where significant estimates or judgments
      exist are:                                                                                                                                                                  
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                           
|    | Sources of estimation uncertainty:                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                           
|    | Critical accounting judgements:                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                           
|(p) | Government assistance                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                           
|    | When the Company is entitled to receive METC and other
      government grants, these government assistance are recognized as a cost
      recovery within exploration expense when there is reasonable assurance of
      their recovery.
|    |                                                                                                                                                                                                                                           
|(q) | Accounting standards, interpretations and amendments
      to existing standards                                                                                                                                                          
|    |                                                                                                                                                                                                                                           
|    | Accounting standards issued but not yet
      effective                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                           
|    | (i)                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                           
|    | (ii)                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                           
|    | (iii)                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                           
|    | (iv)                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                           

---

|Amarc Resources Ltd.                                    
|--------------------------------------------------------
|Notes to the financial statements                       
|For the years ended March 31, 2012 and 2011             
|(Expressed in Canadian Dollars, unless otherwise stated)
|                                                        

| |      |                                                                          | IAS 28, Investments in Associates and Joint
      Ventures
| | ---- | ------------------------------------------------------------------------ | ----------------------------------------------------------
| |      |                                                                          |                                                           
| |      |                                                                          | IFRIC 20, Stripping Costs                                 
| |      |                                                                          |                                                           
| | (v)  | Effective for annual periods beginning on or after
      January 1, 2014
| |      |                                                                          |                                                           
| |      |                                                                          | IAS 32, Financial Instruments: Presentation               
| |      |                                                                          |                                                           
| | (vi) | Effective for annual periods beginning on or after
      January 1, 2015
| |      |                                                                          |                                                           
| |      |                                                                          | IFRS 9, Financial Instruments                             

The Company has not early adopted these
  revised standards. The Company's management believes that the adoption of
  amendments to IFRS 7 and IAS 12 are not expected to have a material impact on
  the Company's financial statements. Except as aforesaid, the Company is
  currently assessing the impact that these standards will have on the Company's
  financial statements.

|5. | CASH AND CASH EQUIVALENTS                                                                                                                                                                  
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                            
|   | The Company's cash and cash equivalents are invested in
      business and savings accounts which are available on demand by the Company
      for its exploration programs and other uses.
|   |                                                                                                                                                                                            
|6. | RESTRICTED CASH                                                                                                                                                                            
|   |                                                                                                                                                                                            
|   | Restricted cash in the amount of $246,142 (March 31, 2011
       $162,095) represents guaranteed investment certificates held in support
      of exploration permits.                    
|   |                                                                                                                                                                                            
|7. | AMOUNTS RECEIVABLE AND OTHER
      ASSETS                                                                                                                                                  

| |                                       |   | March 31, |  |   | March 31, | 
| | ------------------------------------- | - | --------- |  | - | --------- | 
| |                                       |   | 2012      |  |   | 2011      | 
| | Current                               |   |           |  |   |           | 
| | METC                                  | $ | 1,013,817 |  | $ | 904,143   | 
| | Value added taxes refundable          |   | 441,235   |  |   | 251,003   | 
| | Prepaid insurance                     |   | 79,263    |  |   | 42,394    | 
| | Other receivable and prepaid expenses |   | 39,881    |  |   |          | 
| | Total
      current                   | $ | 1,574,196 |  | $ | 1,197,540 | 
| |                                       |   |           |  |   |           | 
| | Non current                           |   |           |  |   |           | 
| | METC                                  | $ | 743,554   |  | $ | 1,180,013 | 

---

|Amarc Resources Ltd.                                    
|--------------------------------------------------------
|Notes to the financial statements                       
|For the years ended March 31, 2012 and 2011             
|(Expressed in Canadian Dollars, unless otherwise stated)
|                                                        

|   | The METC initiative was introduced by the government of
      British Columbia to stimulate mineral exploration activity in the province
      and includes an enhanced credit for mineral exploration in areas affected
      by the mountain pine beetle infestation. The Company is eligible to
      receive refunds under this tax credit. However, the timing and amounts of
      refunds pursuant to the METC program are uncertain as these amounts are
      subject to government audit.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|8. | MARKETABLE SECURITIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | As at March 31, 2012 and March 31, 2011 the Company held
      common shares in several public and private companies. These marketable
      securities were classified as availablefor sale securities with
      aggregate acquisition costs of $55,001 (March 31, 2011  $48,001). The
      estimated fair value of these securities based on securities exchange
      quotes was $135,675 (March 31, 2011  $113,750).                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | During the year ended March 31, 2012, the Company
      disposed of marketable securities and realized a gain on the disposition
      of those securities of $88,117. During the year ended March 31, 2011,
      there was no disposal of marketable securities.                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|9. | MINERAL PROPERTIES AND
      EQUIPMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                             

| |                                 |   | Mineral    |  |   | Site      |  |   | Computer  |  |   | Total  | 
| | ------------------------------- | - | ---------- |  | - | --------- |  | - | --------- |  | - | ------ | 
| |                                 |   | properties |  |   | equipment |  |   | equipment |  |   |        | 
| | Cost                            |   |            |  |   |           |  |   |           |  |   |        | 
| | Balance at April 1, 2010        | $ | 2          |  | $ | 44,057    |  | $ | 30,607    |  | $ | 74,666 | 
| | Additions during
      the year |   |           |  |   | 1,441     |  |   |          |  |   | 1,441  | 
| | Balance at March 31, 2011       |   | 2          |  |   | 45,498    |  |   | 30,607    |  |   | 76,107 | 
| | Additions during
      the year |   |           |  |   | 1,230     |  |   |          |  |   | 1,230  | 
| | Balance at March 31, 2012       | $ | 2          |  | $ | 46,728    |  | $ | 30,607    |  | $ | 77,337 | 
| |                                 |   |            |  |   |           |  |   |           |  |   |        | 
| | Accumulated Depreciation        |   |            |  |   |           |  |   |           |  |   |        | 
| | Balance at April 1, 2010        | $ |           |  | $ | 21,986    |  | $ | 14,815    |  | $ | 36,801 | 
| | Depreciation for the year       |   |           |  |   | 7,054     |  |   | 4,737     |  |   | 11,791 | 
| | Balance at March 31, 2011       |   |           |  |   | 29,040    |  |   | 19,552    |  |   | 48,592 | 
| | Depreciation for the year       |   |           |  |   | 15,967    |  |   | 11,055    |  |   | 27,022 | 
| | Balance at March
      31, 2012 | $ |           |  | $ | 45,007    |  | $ | 30,607    |  | $ | 75,614 | 
| |                                 |   |            |  |   |           |  |   |           |  |   |        | 
| | Net Carrying Values             |   |            |  |   |           |  |   |           |  |   |        | 
| | At March 31, 2010               | $ | 2          |  | $ | 22,071    |  | $ | 15,792    |  | $ | 37,865 | 
| | At March 31, 2011               | $ | 2          |  | $ | 16,458    |  | $ | 11,055    |  | $ | 27,515 | 
| | At March 31, 2012               | $ | 2          |  | $ | 1,721     |  | $ |          |  | $ | 1,723  | 

---

|Amarc Resources Ltd.                                    
|--------------------------------------------------------
|Notes to the financial statements                       
|For the years ended March 31, 2012 and 2011             
|(Expressed in Canadian Dollars, unless otherwise stated)
|                                                        

|(a) | Newton Property                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | In August 2009, the Company entered into an agreement
      ("Newton Agreement") with Newton Gold Corp. ("Newton Gold") (at that time
      named New High Ridge Resources Inc.), whereby the Company acquired the
      right to earn an 80% interest in the Newton property by making certain
      cash and share payments to the underlying owners and funding $4,940,000 in
      exploration expenditures over a specified period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | The agreement with Newton Gold was subject to an
      underlying option agreement ("Underlying Agreement") with arm's length
      parties, whereby Newton Gold had the right to acquire a 100% undivided
      interest in all the claims held under that Underlying Agreement through a
      series of staged payments and share issuances (which payments and share
      issuances have been completed), in addition to the required exploration
      expenditures (which have also been completed). All the conditions in the
      Newton Agreement were met in May 2011, and the Company's 80% interest in
      the Newton property then vested. Amarc entered into the Newton Joint
      Venture Agreement (the "Newton JV Agreement") with Newton Gold. In June
      2011, the Company and Newton Gold agreed to incorporate adjacent mineral
      claims then held by the Company into the Newton JV Agreement. The Company
      recorded a gain of $679,050 on this transaction, as the Company's
      expenditures on these adjacent mineral claims had previously been
      expensed.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | On March 1, 2012, Newton Gold ceased its pro-rata funding
      of the Newton Joint Venture. Consequently, expenditures on the properties
      subject to the Newton JV Agreement on or subsequent to March 1, 2012 are
      on the account of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | In May 2012, subsequent to the year end, the Newton JV
      Agreement was terminated and the 20% participating interest of Newton Gold
      was converted to a 5% net profits interest. Accordingly, Amarc holds a
      100% interest in the Newton Property.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | The mineral claims defined in the underlying option
      agreement to the Newton Agreement are subject to a 2% net smelter returns
      royalty ("NSR"), which royalty may be purchased at any time by Amarc for
      $2,000,000. Advance royalty payments of $25,000 per annum commenced on
      January 1, 2011.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(b) | Galileo and Hubble Properties                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | Amarc owns a 100% interest in the approximately 970
      square kilometre Galileo and Hubble properties, which are located within
      the Blackwater district, located approximately 120 kilometres southwest of
      Vanderhoof, BC.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | In December 2011, Amarc purchased the 70 square kilometre
      Hubble East exploration property for $50,000 cash and 80,000 common shares
      of Amarc. The cash payment and the share issuance were completed in
      January 2012.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

---

|Amarc Resources Ltd.                                    
|--------------------------------------------------------
|Notes to the financial statements                       
|For the years ended March 31, 2012 and 2011             
|(Expressed in Canadian Dollars, unless otherwise stated)
|                                                        

|(c) | Blackwater South Property                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | In September 2011, the Company entered into an Option
      Agreement with an individual (the "Optionor"), whereby the Company was
      granted an option to acquire an undivided 100% interest in the Blackwater
      South property, which is located in the Omineca Mining Division, British
      Columbia, by making cash payments of $35,000 and issuing 140,000 common
      shares in tranches over a two year period. The Company must also expend a
      minimum of $50,000 in exploration expenditures prior to October 20, 2013,
      and a further $50,000 must be expended prior to October 20, 2014. The
      Optionor will retain a net smelter returns royalty ("NSR") of 2%. By
      making a cash payment of $1,000,000 at any time, the Company may purchase
      one half of the royalty (1%) and cap the remaining 1% royalty at
      $5,000,000.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | To March 31, 2012, the Company had paid $5,000 and issued
      20,000 shares to the Optionor, and had incurred approximately $34,000 in
      exploration expenditures on the Blackwater South property.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(d) | Tulox Property                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | The Tulox property (the "Property") was acquired by the
      Company in stages by staking between 2005 to 2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | In April 2009, the Company entered into an agreement with
      Tulox Resources Inc. ("Tulox") (formerly named Sitec Ventures Corp.), and
      amended the agreement on March 23, 2010 and July 27, 2010, whereby Tulox
      may acquire a 50% interest in the Property for consideration of 1,525,000
      Tulox common shares and by incurring $1,000,000 in expenditures on the
      Property over three years. Under this agreement, Tulox may acquire a 100%
      interest by issuing an additional 1,100,000 of its common shares to Amarc
      and by incurring a further $1,000,000 in expenditures on the property on
      or before August 1, 2013.                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | In July 2011, Tulox assigned the option agreement to a
      subsidiary company, Newlox Gold Ventures Corp. ("Newlox"), as part of a
      corporate reorganization and Newlox entered into an amended option
      agreement with Amarc, which was further amended in December 2011. Pursuant
      to the latest amendments, Newlox can acquire a 100% interest in the
      Property by spending $2,000,000 on the Property and issuing 2,325,000
      common shares in its capital to Amarc, in tranches ending December
      2014.                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | To March 31, 2012, the Company had received $10,000 cash
      and 775,000 Tulox common shares under the agreements and a further 225,000
      Newlox common shares under the amended option agreement. The agreement is
      subject to certain conditions including regulatory approval.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | Under the agreement, the Company is entitled to receive a
      3% net smelter returns royalty ("NSR") following the commencement of
      commercial production on the Property. In addition, the Company receives a
      "backin right" whereby the Company can acquire a 60% interest in the
      Property by agreeing, within 90 days of the completion of a
      prefeasibility study, to fund a further $10,000,000 of exploration
      expenditures on the Property. However, upon exercise of the "backin right", the Company's
    entitlement to an NSR will reduce to 1.2% from 3%.                                                                                                                                                                                                                                                                          

---

|Amarc Resources Ltd.                                    
|--------------------------------------------------------
|Notes to the financial statements                       
|For the years ended March 31, 2012 and 2011             
|(Expressed in Canadian Dollars, unless otherwise stated)
|                                                        

|10. | ACCOUNTS PAYABLE AND ACCRUED
      LIABILITIES
|--- | ----------------------------------------------

| |                  |   | March 31, |  |   | March 30, | 
| | ---------------- | - | --------- |  | - | --------- | 
| |                  |   | 2012      |  |   | 2011      | 
| | Accounts payable | $ | 623,104   |  | $ | 34,528    | 
| | Accrued expenses |   | 200,830   |  |   | 30,467    | 
| | Total            | $ | 823,934   |  | $ | 64,995    | 

|11. | CAPITAL AND RESERVES                                                                                                                                                                                                                             
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                  
|(a) | Authorized share capital                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                  
|    | The Company's authorized share capital consists of an
      unlimited number of common shares without par value and an unlimited
      number of preferred shares, of which none have been issued. All issued
      common shares are fully paid.
|    |                                                                                                                                                                                                                                                  
|(b) | Reconciliation of changes in share
      capital                                                                                                                                                                                                 

| |                                                                             |  | Year ended March 31, | 
| | --------------------------------------------------------------------------- |  | -------------------- | 
| |                                                                             |  | 2012                 | 
| | Common shares: Balance at the beginning of
      the year                   |  | 102,728,896          | 
| | Shares issued for acquisition of mineral properties (note
      9(b), 9(c)) |  | 100,000              | 
| | Shares issued for cash per private
      placement                          |  | 35,727,765           | 
| | Shares issued on exercise of share options                                  |  | 17,400               | 
| | Shares issued on exercise of warrants (note 11(d))                          |  |                     | 
| | Common shares:
      Balance at the end of the year                         |  | 138,574,061          | 

| | Flow-through share premium                                           |   | Year ended March 31, |  
| | -------------------------------------------------------------------- | - | -------------------- | -
| |                                                                      |   | 2012                 |  
| | Balance at beginning of year                                         | $ | 595,000              |  
| | Recognized as a liability upon issuance of flow-through
      shares |   | 265,000              |  
| | Credited to other income upon elegible expenditures
      incurred   |   | (730,000             | )
| | Balance at end of
      year                                         | $ | 130,000              |  

---

|Amarc Resources Ltd.                                    
|--------------------------------------------------------
|Notes to the financial statements                       
|For the years ended March 31, 2012 and 2011             
|(Expressed in Canadian Dollars, unless otherwise stated)
|                                                        

Fiscal year ended March 31,
  2012

In March 2012, the Company completed a
  brokered and non-brokered private placement of 35, 727, 765 of its common
  shares, consisting of 5,300,000 flow-through shares at a price of $0.50 and
  30,427,765 non-flow through shares at a price of $0.45 per share, for aggregate
  gross proceeds of $16,342,494. The Company incurred costs of $1,040,548 in
  finders' and other fees relating to this private placement. Each
  non-flow-through share consists of one common share and one half share purchase
  warrant. The consideration received of $16,342,494 was allocated between share
  capital ($14,513,384) and share purchase warrants ($1,829,110) based on
  estimated fair value (note 11(d)).

In accordance with the terms of the
  flow-through share agreements, the Company is required to spend the proceeds of
  $2,650,000 from the issuance of the flow-through shares on eligible exploration
  activities by December 31, 2013. The Company is subject to a tax, calculated
  monthly, on the portion of the proceeds remaining unspent each month after
  January 31, 2013. As at March 31, 2012, approximately $1,300,000 remained to be
  spent on eligible exploration activities.

The premium received on this
  flow-through share issuance was estimated at $265,000 and was recorded as a
  liability, to be reversed to profit and loss when the eligible expenditures are
  incurred. At March 31, 2012, the Company had spent approximately $1,350,000 on
  eligible exploration activities. The Company's remaining liability associated
  with the March 2012 flow-through share issuance as at March 31, 2012 was
  estimated at $130,000.

Fiscal year ended March 31,
  2011

During the year ended March 31, 2011,
  the Company completed a brokered and non-brokered private placement of
  13,889,423 of its common shares, consisting of 5,812,500 flow-through shares at
  a price of $0.80 per share and 8,076,923 non-flow-through shares at a price of
  $0.65 per share, for aggregate gross proceeds of $9,900,000. The Company
  incurred costs of $522,000 in finder's and other fees relating to this private
  placement. In accordance with the terms of the flow-through share agreements,
  the Company was obligated to spend the proceeds of $4,650,000 from the issuance
  of the flow-through shares on eligible exploration activities by December 31,
  2011 (completed).

---

|Amarc Resources Ltd.                                    
|--------------------------------------------------------
|Notes to the financial statements                       
|For the years ended March 31, 2012 and 2011             
|(Expressed in Canadian Dollars, unless otherwise stated)
|                                                        

|(c) | Basic and diluted loss per share                                                                  
|--- | --------------------------------------------------------------------------------------------------
|    |                                                                                                   
|    | The calculation of basic and diluted loss per share for
      the year was based on the following:

| |                                                            |   | Year ended March 31, | 
| | ---------------------------------------------------------- | - | -------------------- | 
| |                                                            |   | 2012                 | 
| | Loss attributable to common shareholders                   | $ | 7,572,761            | 
| | Weighted average
      number of common shares outstanding |   | 102,759,226          | 

|(d) | Share purchase warrants                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | In connection with the private placement completed in
      March 2012 (note 11(b)), the Company issued 15,213,883 warrants. Each
      whole warrant entitles the holder to purchase one additional common share
      at a price of $0.60 until September 6, 2013. The value assigned to the
      share purchase warrants of $1,829,110 was determined using a Black-Scholes
      option pricing model with the following assumptions: valuation date share
      price of $0.44; expected volatility of 77%; risk free interest rate of
      1.09%; expected life of 1.5 years; and no dividends.
      The continuity of
        share purchase warrants (each warrant redeemable for one common share) for
        the year ended March 31, 2012 was:

MarchExercise
      
      
      31,
      
      
      
      
      
      
      
      
      Expired/
      
      
      March 31,Expiry date
      
      Price
      
      
      2011
      
      
      Issued
      
      
      Exercised
      
      
      Cancelled
      
      
      2012September 6, 2013
      $
      0.60
      
      
      
      
      
      15,213,883
      
      
      
      
      
      
      
      
      15,213,883Weighted average
        exercise price
      
      
      
      
      
      
      $
      0.60
      
      
      
      
      
      
      
      $
      0.60


The weighted average remaining
  contractual life of the above warrants as of March 31, 2012 was 1.44 years.

The continuity of share purchase
  warrants (each warrant redeemable for one common share) for the year ended March
  31, 2011 was:

Exercise
      
      
      March 31,
      
      
      
      
      
      
      
      
      Expired/
      
      
      March 31,Expiry date
      
      Price
      
      
      2010
      
      
      Issued
      
      
      Exercised
      
      
      Cancelled
      
      
      2011February 9, 2011
      $
      0.10
      
      
      5,000,000
      
      
      
      
      
      5,000,000
      
      
      
      
      
      Weighted average
        exercise price
      
      
      
      $
      0.10
      
      
      
      
      $
      0.10
      
      
      
      
      
      


In October 2010, pursuant to the
  exercise of 5,000,000 then-outstanding share purchase warrants, the Company
  issued 5,000,000 flow-through shares for aggregate gross proceeds of $500,000.
  No flow-through share premium liability was recorded upon the issuance of these
  shares. Prior to the exercise of these warrants, the Company and the holders of
  the warrants agreed to amend the terms of the warrants whereby the holders were
  entitled to acquire flow through shares instead of non-flow through shares as
  had been originally stipulated in the terms of the warrants. Consequently,
      the Company also entered into flow through share agreements with the
      holders, whereby the Company agreed to spend the proceeds from the
      issuance of the flow-through shares on eligible exploration activities
  before December 31, 2011 (completed).

---

|Amarc Resources Ltd.                                    
|--------------------------------------------------------
|Notes to the financial statements                       
|For the years ended March 31, 2012 and 2011             
|(Expressed in Canadian Dollars, unless otherwise stated)
|                                                        

|(e) | Share purchase option compensation plan                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | The Company has a share purchase option compensation plan
      approved by its shareholders that allows the Company to grant up to 10% of
      the issued and outstanding shares of the Company at any one time, subject
      to regulatory terms and approval, to its directors, employees, officers,
      consultants, and service providers. The vesting schedule is determined by
      the Board of Directors, but share purchase options typically vest over two
      years. The exercise price of each option may be set equal to or greater
      than the closing market price of the common shares on the TSX Venture
      Exchange on the day prior to the date of the grant of the option, less any
      allowable discounts. Options have a maximum term of ten years and
      terminate 90 days following the termination of the optionee's employment,
      except in the case of retirement or death.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | The following summarizes the changes in the Company's
      share options.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

| |                                   |  | Year ended March 31, 2012 |   |   | Year ended March 31, 2011 | 
| | --------------------------------- |  | ------------------------- | - | - | ------------------------- | 
| |                                   |  |                           |   |   | Weighted                  | 
| |                                   |  | Number of                 |   |   | average                   | 
| | Continuity of
      share options |  | options                   |   |   | exercise price            | 
| | Outstanding  beginning of year   |  | 1,707,200                 |   | $ | 0.69                      | 
| | Granted                           |  | 5,564,100                 |   | $ | 0.32                      | 
| | Exercised                         |  | (17,400                   | ) | $ | 0.32                      | 
| | Forfeited                         |  | (8,000                    | ) | $ | 0.32                      | 
| | Expired                           |  | (1,587,200                | ) | $ | 0.70                      | 
| | Outstanding  end
      of year   |  | 5,658,700                 |   | $ | 0.33                      | 
| | Exercisable  end of year         |  | 1,957,300                 |   | $ | 0.34                      | 

The weighted average market price on
  the dates of exercise of options during the year ended March 31, 2012 was $0.46
  (2011  no options exercised).

Of the total share purchase options
  granted during the year ended March 31, 2012, 2,469,300 options were granted to
  the Company's key management personnel, with an estimated grant-date fair value
  of $640,000. There were no options granted to key management personnel during
  the year ended March 31, 2011.

---

|Amarc Resources Ltd.                                    
|--------------------------------------------------------
|Notes to the financial statements                       
|For the years ended March 31, 2012 and 2011             
|(Expressed in Canadian Dollars, unless otherwise stated)
|                                                        

The following table summarizes
  information on the Company's share options outstanding at March 31, 2012:

| |                 |  | March 31, 2012 |  |   | March 31, 2011 | 
| | --------------- |  | -------------- |  | - | -------------- | 
| |                 |  |                |  |   |                | 
| |                 |  |                |  |   | Weighted       | 
| |                 |  | Number of      |  |   | average        | 
| |                 |  | share          |  |   | exercise       | 
| | Range of        |  | options        |  |   | price per      | 
| | exercise prices |  | outstanding    |  |   | share          | 
| | $0.32  $0.40   |  | 5,538,700      |  | $ | 0.32           | 
| | $0.41  $0.70   |  | 120,000        |  | $ | 0.62           | 
| |                 |  | 5,658,700      |  | $ | 0.33           | 

The fair values of the share purchase
  options granted during the year ended March 31, 2012, including the options
  issued to non-employees, totalled $799,885 (2011  $nil) and were presented in
  the statements of comprehensive loss as follows:

| |                |   | Year ended March 31 | 
| | -------------- | - | ------------------- | 
| |                |   | 2012                | 
| | Exploration    | $ | 332,343             | 
| | Administration |   | 467,542             | 
| | Total          | $ | 799,885             | 

The fair values of the share purchase
  options were estimated using the Black-Scholes option pricing model and were
  based on the following weighted average assumptions:

| |                               |   | Year ended March 31, | 
| | ----------------------------- | - | -------------------- | 
| |                               |   | 2012                 | 
| | Risk-free interest rate       |   | 1.19%                | 
| | Expected life                 |   | 4.09                 | 
| | Expected volatility           |   | 94.95%               | 
| | Valuation date share price    | $ | 0.36                 | 
| | Forfeiture rate               |   | 1.27%                | 
| | Expected dividend
      yield |   | nil                  | 

The fair value of services provided by
  non-employees against the issuance of share purchase options cannot be measured
  reliably, as the occurrence and timing of such services are not typically
  ascertainable at the time of option grant. Accordingly, share based payments to
  non-employees have been measured at the estimated fair value of the share
  options issued.

---

|Amarc Resources Ltd.                                    
|--------------------------------------------------------
|Notes to the financial statements                       
|For the years ended March 31, 2012 and 2011             
|(Expressed in Canadian Dollars, unless otherwise stated)
|                                                        

|(f) | Reserves                                                                                                                                                                                                                                                                                                                                                      
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                               
|    | Equity settled share-based payment
      reserve                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                               
|    | The equity settled share-based payment reserve relates to
      share purchase options granted by the Company to its employees or
      consultants under its share purchase option compensation plan (note
      11((e)).                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                               
|    | Share warrants reserve                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                               
|    | The share warrants reserve relates to share purchase
      warrants issued by the Company in in connection with the private placement
      in March 2012 (note 11(b)).                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                               
|    | Investment revaluation reserve                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                               
|    | The investment revaluation reserve represents the
      cumulative gains and losses arising on the revaluation of
      available-for-sale financial assets that have been recognized in other
      comprehensive income, net of amounts reclassified to profit or loss when
      those assets have been disposed of or are determined to be
      impaired.

|12. | RELATED PARTY
      TRANSACTIONS
|--- | --------------------------------

|(a) | Outstanding balances
|--- | --------------------

| |                                                                                 |   | March
      31, 2012 |   |   | March
      31, 2011 | 
| | ------------------------------------------------------------------------------- | - | -------------------- | - | - | -------------------- | 
| | Balance due from (to) Hunter Dickinson Services Inc
      ("HDSI") (note 12(c)) | $ | (6,770               | ) | $ | 57,632               | 

|(b) | Transactions with key management
      personnel                                                                                                                                                                                                               
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                
|    | Key management personnel are those persons that have the
      authority and responsibility for planning, directing and controlling the
      activities of the Company, directly and indirectly, and by definition
      include the directors of the Company.
|    |                                                                                                                                                                                                                                                                
|    | Transactions with key management personnel were as
      follows:                                                                                                                                                                                              

| |                                           |   | Year ended March 31 | 
| | ----------------------------------------- | - | ------------------- | 
| |                                           |   | 2012                | 
| | Short-term employee benefits              | $ | 443,750             | 
| | Equity-settled
      share-based payments |   | 380,582             | 
| | Total                                     | $ | 824,332             | 

---

|Amarc Resources Ltd.                                    
|--------------------------------------------------------
|Notes to the financial statements                       
|For the years ended March 31, 2012 and 2011             
|(Expressed in Canadian Dollars, unless otherwise stated)
|                                                        

|    | Certain key management personnel are paid through private
      companies controlled by such personnel. Included in the amount presented
      for "short term employee benefits provided" are transactions with C.E.C
      Engineering Ltd., a private company controlled by a director of the
      Company, that provides administrative and technical services to the
      Company at market rates.                                                                                               
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(c) | Entities with significant influence                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | Management of the Company believes that certain entities
      have the power to participate in the financial or operating policies of
      the Company. Several directors and other key management personnel of those
      entities are also key management personnel of the Company.                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | Hunter Dickinson Services Inc. ("HDSI")                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | HDSI is a private company with certain directors and
      other key management personnel in common with the Company. Pursuant to an
      agreement dated July 2, 2010, HDSI provides geological, corporate
      development, corporate communications, administrative and management
      services to the Company at annually agreed rates. Prior to this amendment,
      the agreement was based on a full cost recovery basis. HDSI also incurs
      third party costs on behalf of the Company.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | Transactions with HDSI during the year ended March 31,
      2012 and 2011 were as follows:                                                                                                                                                                                                                                                                                                                                                                                                             

| |                                       |   | Year ended March 31 | 
| | ------------------------------------- | - | ------------------- | 
| |                                       |   | 2012                | 
| | Based on annually set rates           | $ | 2,500,393           | 
| | Based on full cost recovery           |   |                    | 
| | Reimbursement of third party expenses |   | 203,384             | 
| | Total                                 | $ | 2,703,777           | 

|13. | INCOME TAXES                                                                                    
|--- | ------------------------------------------------------------------------------------------------
|    |                                                                                                 
|(a) | Provision for current tax                                                                       
|    |                                                                                                 
|    | No provision has been made for current income
      taxes, as the Company has no taxable income.

---

|Amarc Resources Ltd.                                    
|--------------------------------------------------------
|Notes to the financial statements                       
|For the years ended March 31, 2012 and 2011             
|(Expressed in Canadian Dollars, unless otherwise stated)
|                                                        

|(b) | Provision for deferred tax                                                                                                                                                                                                                                      
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                 
|    | As future taxable profits of the Company are uncertain,
      no deferred tax asset has been recognized. As at March 31, 2011, the
      Company had unused non-capital loss carry forwards of approximately $6.3
      million (March 31, 2011  $4.3 million).
|    |                                                                                                                                                                                                                                                                 
|    | The Company had resource tax pools of approximately $14.9
      million (March 31, 2011 $12.4 million) available in Canada which may be
      carried forward and utilized to reduce future taxes related to certain
      resource income.                    

| | Reconciliation
      of effective tax rate             |   | March
      31, 2012 |   |   | March
      31, 2011 |  
| | ------------------------------------------------------ | - | -------------------- | - | - | -------------------- | -
| | Loss for the year                                      | $ | (7,572,761           | ) | $ | (6,466,343           | )
| | Total income tax expense                               |   |                     |   |   |                     |  
| | Loss excluding
      income tax                        | $ | (7,572,761           | ) | $ | (6,466,343           | )
| | Income tax recovery using the Company's tax
      rate |   | (1,979,000           | ) |   | (1,811,000           | )
| | Nondeductible expenses and other                      |   | 41,000               |   |   | 794,000              |  
| | Difference in statutory tax rates                      |   | 84,000               |   |   | 108,000              |  
| | Temporary difference booked to reserve                 |   | 2,000                |   |   | 10,000               |  
| | Deferred income tax assets not recognized              |   | 1,852,000            |   |   | 899,000              |  
| |                                                        | $ |                     |   | $ |                     |  

As at March 31, 2012, the Company had
  the following deductible temporary differences. No deferred tax asset was
  recognized:

| | Expiry            |   | Tax loses |  |   | Tax loses     |  |   | Resource pools |  |   | Other     | 
| | ----------------- | - | --------- |  | - | ------------- |  | - | -------------- |  | - | --------- | 
| |                   |   | (capital) |  |   | (non-capital) |  |   |                |  |   |           | 
| | Within one year   | $ |          |  | $ |              |  | $ |               |  | $ |          | 
| | One to five years |   |           |  |   | 314,000       |  |   |               |  |   | 1,262,000 | 
| | After five years  |   |           |  |   | 6,049,000     |  |   |               |  |   | 732,000   | 
| | No expiry date    |   | 1,577,000 |  |   |               |  |   | 14,929,000     |  |   | 35,000    | 
| | Total             | $ | 1,577,000 |  | $ | 6,363,000     |  | $ | 14,929,000     |  | $ | 2,029,000 | 

|14. | EMPLOYEES BENEFITS EXPENSES                                                                                                                   
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                               
|    | Employees' salaries and benefits (including equity
      settled share based compensation) included in various expenses were as
      follows:

---

|Amarc Resources Ltd.                                    
|--------------------------------------------------------
|Notes to the financial statements                       
|For the years ended March 31, 2012 and 2011             
|(Expressed in Canadian Dollars, unless otherwise stated)
|                                                        

| |                           |   | Year ended March 31 | 
| | ------------------------- | - | ------------------- | 
| |                           |   | 2012                | 
| | Exploration               | $ | 1,942,782           | 
| | Office and administration |   | 1,654,640           | 
| | Shareholder communication |   | 196,814             | 
| | Total                     | $ | 3,794,236           | 

|15. | CAPITAL MANAGEMENT AND FINANCIAL
      INSTRUMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(a) | Capital management objectives                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | The Company's primary objectives when managing capital
      are to safeguard the Company's ability to continue as a going concern, so
      that it can continue to provide returns for shareholders, and to have
      sufficient liquidity available to fund ongoing expenditures and suitable
      business opportunities as they arise.                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | The Company considers the components of shareholders'
      equity, as well as its cash and cash equivalents as capital. The Company
      manages its capital structure and makes adjustments to it in light of
      changes in economic conditions and the risk characteristics of the
      underlying assets. In order to maintain or adjust the capital structure,
      the Company may issue equity, sell assets, or return capital to
      shareholders as well as issue or repay debt.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | The Company's investment policy is to invest its cash in
      highly liquid shortterm interest bearing investments having maturity
      dates of three months or less from the date of acquisition and that are
      readily convertible to known amounts of cash.                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | There were no changes to the Company's approach to
      capital management during the year ended March 31, 2012.                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | The Company is not subject to any externally imposed
      equity requirements.                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(b) | Carrying amounts and fair values of
      financial instruments                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | The fair value of a financial instrument is the price at
      which a party would accept the rights and/or obligations of the financial
      instrument from an independent third party. Given the varying influencing
      factors, the reported fair values are only indicators of the prices that
      may actually be realized for these financial instruments.                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | Financial instruments measured at fair value are
      classified into one of three levels in the fair value hierarchy according
      to the relative reliability of the inputs used to estimate the fair
      values. The three levels of the fair value hierarchy are:                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | Level 1  Unadjusted quoted prices in active markets for
      identical assets or liabilities;                                                                                                                                                                                                                                                                                                                                                                                                  

---

|Amarc Resources Ltd.                                    
|--------------------------------------------------------
|Notes to the financial statements                       
|For the years ended March 31, 2012 and 2011             
|(Expressed in Canadian Dollars, unless otherwise stated)
|                                                        

Level 2  Inputs other than quoted
  prices that are observable for the asset or liability either directly or
  indirectly; and

Level 3  Inputs that are not based on
  observable market data.

The following table illustrates the
  classification of the Company's financial instruments within the fair value
  hierarchy as at March 31, 2012 and March 31, 2011.

| |                       |   | Financial assets at fair value as at March 31, 2012 | 
| | --------------------- | - | --------------------------------------------------- | 
| |                       |   | Level
      1                                       | 
| | Marketable securities | $ | 104,050                                             | 

| |                       |   | Financial assets at fair value as at March 31, 2011 | 
| | --------------------- | - | --------------------------------------------------- | 
| |                       |   | Level
      1                                       | 
| | Marketable securities | $ | 78,750                                              | 

|(c) | Financial instrument risk exposure and risk
      management                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | The Company is exposed in varying degrees to a variety of
      financial instrument related risks. The Board of Directors approves and
      monitors the risk management processes, inclusive of documented treasury
      policies, counterparty limits, controlling and reporting structures. The
      type of risk exposure and the way in which such exposure is managed is
      provided as follows:                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | Credit risk                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | Credit risk refers to the risk that a counterpart will
      default on its contractual obligations resulting in financial loss to the
      Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | The Company's credit risk is primarily attributable to
      its liquid financial assets including cash and equivalents, and amounts
      receivable and other assets. The Company's holdings of cash and cash
      equivalents represent its maximum credit exposure on these assets. The
      Company limits exposure to credit risk on liquid financial assets by only
      investing its cash and cash equivalents with high-credit quality financial
      institutions in business and savings accounts. The carrying value of the
      Company's cash and equivalents and amounts receivable and other assets
      represent the maximum exposure to credit risk.

---

|Amarc Resources Ltd.                                    
|--------------------------------------------------------
|Notes to the financial statements                       
|For the years ended March 31, 2012 and 2011             
|(Expressed in Canadian Dollars, unless otherwise stated)
|                                                        

| |                                        |   | Carrying Amount | 
| | -------------------------------------- | - | --------------- | 
| |                                        |   | March 31,       | 
| | Financial assets                       |   | 2012            | 
| | Cash and equivalent                    | $ | 15,475,104      | 
| | Amounts receivable                     |   | 2,474,628       | 
| | Available-for-sale financial assets    |   | 135,675         | 
| | Balance due from
      related parties |   | -               | 
| | Total                                  | $ | 18,085,407      | 

Amounts receivable

Included in the Company's receivables
  is the Company's claim for 2010 and 2011 METC totaling to an amount of
  $1,757,371 and harmonized sales tax (HST) receivable for period January 
  March 2012 amount of $441,235.

Liquidity risk

Liquidity risk is the risk that the
  Company will encounter difficulty in meeting the obligations associated with its
  financial liabilities that are settled by delivering cash or another financial
  asset.

The Company ensures that there is
  sufficient cash in order to meet its short term business requirements, after
  taking into account the Company's holdings of cash and cash equivalents.

The
  Company has sufficient cash and cash equivalents to meet its commitments
  associated with its financial liabilities.

The following obligations existed at
  March 31, 2012:

| |                                         |   | Carrying |  |   | Contractual     |  |   | Due in less         | 
| | --------------------------------------- | - | -------- |  | - | --------------- |  | - | ------------------- | 
| |                                         |   | Amount   |  |   | Cash
      Flow |  |   | than
      one year | 
| | Amounts payable and accrued liabilities | $ | 823,934  |  | $ | 823,934         |  | $ | 823,934             | 
| | Due to related
      party              |   | 6,770    |  |   | 6,770           |  |   | 6,770               | 
| | Total                                   | $ | 830,704  |  | $ | 830,704         |  | $ | 830,704             | 

The following obligations existed at
  March 31, 2011:

| |                                         |   | Carrying |  |   | Contractual     |  |   | Due in less         | 
| | --------------------------------------- | - | -------- |  | - | --------------- |  | - | ------------------- | 
| |                                         |   | Amount   |  |   | Cash
      Flow |  |   | than
      one year | 
| | Amounts payable and accrued liabilities | $ | 64,995   |  | $ | 64,995          |  | $ | 64,995              | 

---

|Amarc Resources Ltd.                                    
|--------------------------------------------------------
|Notes to the financial statements                       
|For the years ended March 31, 2012 and 2011             
|(Expressed in Canadian Dollars, unless otherwise stated)
|                                                        

Market risk

Market risk is the risk that changes in
  market prices, such as foreign exchange rates, interest rates and equity prices
  will affect the Company's income or the value of its holdings of financial
  instruments.

Foreign exchange risk

The Company incurs substantially all of
  its expenditures in Canada and a significant portion of its cash and cash
  equivalents are denominated in Canadian dollars ("CAD"). At March 31, 2012, the
  Company was exposed to foreign exchange risk to the extent of exchange rate
  fluctuation and a resultant change in the value of its cash and cash equivalents
  held in US dollars ("USD").

At March 31, 2012, the Company's cash
  balance that was denominated in USD was $31,875 (March 31, 2011  $17,323).

Substantially all of the Company's
  liabilities are denominated in CAD. The Company currently does not engage in
  foreign currency hedging.

The following significant exchange
  rates were applied during the year and at the reporting dates:

| |                                           |  | 2012   |  |  | 2011   | 
| | ----------------------------------------- |  | ------ |  |  | ------ | 
| | Canadian dollars per United States dollar |  |        |  |  |        | 
| | Closing rate at March 31                  |  | 0.9975 |  |  | 0.9696 | 
| | Average rate during the year              |  | 0.9931 |  |  | 1.0164 | 

Interest rate risk

The Company is subject to interest rate
  risk with respect to its investments in cash equivalents. The Company's policy
  is to invest cash in variable rate financial instruments having maturity dates
  of three months or less from the date of acquisition and cash reserves are to be
  maintained in cash equivalents in order to maintain liquidity while achieving a
  satisfactory return for shareholders.

Assuming that all other variables
  remain constant, a 10 basis point increase or decrease in interest rates would
  have resulted in a decrease or increase in the loss of approximately $8,000 in
  the year (2011  $6,000).

Price risk

The Company is subject to price risk in
  respect of its investments in marketable securities (note 8).

---

|Amarc Resources Ltd.                                    
|--------------------------------------------------------
|Notes to the financial statements                       
|For the years ended March 31, 2012 and 2011             
|(Expressed in Canadian Dollars, unless otherwise stated)
|                                                        

|16. | FIRST-TIME ADOPTION OF IFRS                                                                                                                                                                                                                                                                                                                                                                                                        
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | The Canadian Accounting Standards Board has mandated the
      adoption of IFRS effective for interim and annual financial statements
      relating to fiscal years beginning on or after January 1, 2011 for
      Canadian publicly accountable profit-orientated enterprises. The date of
      transition is April 1, 2010 and as a result the fiscal 2011 comparative
      information has been adjusted to conform to IFRS.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | Under IFRS 1, IFRS are applied retrospectively at the
      transition statement of financial position with all adjustments to assets
      and liabilities as stated under Canadian GAAP recorded to retained
      earnings unless certain exemptions are applied. The Company has elected to
      take the following IFRS 1 optional exemptions:                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | The estimates previously made by the Company under
      Canadian GAAP were not revised for application of IFRS in the presentation
      of prior periods.                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | An explanation of how the transition from GAAP to IFRS
      has affected the Company's financial position, financial performance and
      cash flows is set out in the following tables.                                                                                                                                                                                                                                         

---

|Amarc Resources Ltd.                                    
|--------------------------------------------------------
|Notes to the financial statements                       
|For the years ended March 31, 2012 and 2011             
|(Expressed in Canadian Dollars, unless otherwise stated)
|                                                        

|(a) | Reconciliation of statement of financial
      position
|--- | -------------------------------------------------------

|As at April 1, 2010                            |   | GAAP        |   |   | Flow through |  |   | Mineral          |  |   | Reclassify |   |   | Opening IFRS |  
|---------------------------------------------- | - | ----------- | - | - | ------------ |  | - | ---------------- |  | - | ---------- | - | - | ------------ | -
|                                               |   |             |   |   | shares       |  |   | exploration      |  |   | per        |   |   | statement of |  
|                                               |   |             |   |   | note 16(d)   |  |   | tax credit       |  |   | note 16(f) |   |   | financial    |  
|                                               |   |             |   |   |              |  |   | note
      16(e) |  |   |            |   |   | position     |  
|ASSETS                                         |   |             |   |   |              |  |   |                  |  |   |            |   |   |              |  
|Current assets                                 |   |             |   |   |              |  |   |                  |  |   |            |   |   |              |  
|Cash and equivalents                           | $ | 4,310,460   |   | $ |             |  | $ |                 |  | $ |           |   | $ | 4,310,460    |  
|Amounts receivable and other assets            |   | 162,223     |   |   |             |  |   |                 |  |   |           |   |   | 162,223      |  
|Marketable securities                          |   | 45,376      |   |   |             |  |   |                 |  |   |           |   |   | 45,376       |  
|Balance due from
      related party           |   | 29,870      |   |   |             |  |   |                 |  |   |           |   |   | 29,870       |  
|Total current assets                           |   | 4,547,929   |   |   |             |  |   |                 |  |   |           |   |   | 4,547,929    |  
|                                               |   |             |   |   |              |  |   |                  |  |   |            |   |   |              |  
|Noncurrent assets                             |   |             |   |   |              |  |   |                  |  |   |            |   |   |              |  
|Restricted cash and other                      |   | 102,095     |   |   |             |  |   |                 |  |   |           |   |   | 102,095      |  
|Amount receivable                              |   |            |   |   |             |  |   | 1,625,082        |  |   |           |   |   | 1,625,082    |  
|Mineral properties
      and equipment         |   | 37,865      |   |   |             |  |   |                 |  |   |           |   |   | 37,865       |  
|Total noncurrent assets                       |   | 139,960     |   |   |              |  |   | 1,625,082        |  |   |           |   |   | 1,765,042    |  
|Total assets                                   | $ | 4,687,889   |   | $ |             |  | $ | 1,625,082        |  |   |           |   | $ | 6,312,971    |  
|                                               |   |             |   |   |              |  |   |                  |  |   |            |   |   |              |  
|LIABILITIES AND SHAREHOLDERS' EQUITY           |   |             |   |   |              |  |   |                  |  |   |            |   |   |              |  
|Current liabilities                            |   |             |   |   |              |  |   |                  |  |   |            |   |   |              |  
|Accounts payable
      and accrued liabilities | $ | 32,999      |   | $ |             |  | $ |                 |  | $ |           |   | $ | 32,999       |  
|Total current liabilities                      |   | 32,999      |   |   |             |  |   |                 |  |   |           |   |   | 32,999       |  
|                                               |   |             |   |   |              |  |   |                  |  |   |            |   |   |              |  
|Share capital                                  |   | 36,474,363  |   |   |             |  |   |                 |  |   |           |   |   | 36,474,363   |  
|Contributed surplus                            |   | 1,852,377   |   |   |             |  |   |                 |  |   | (1,852,377 | ) |   |             |  
|Accumulated other comprehensive income         |   | (2,625      | ) |   |             |  |   |                 |  |   | 2,625      |   |   |             |  
|Reserves                                       |   |            |   |   |             |  |   |                 |  |   | 1,849,752  |   |   | 1,849,752    |  
|Accumulated deficit                            |   | (33,669,225 | ) |   |             |  |   | 1,625,082        |  |   |           |   |   | (32,044,143  | )
|Total
      shareholders' equity               |   | 4,654,890   |   |   |             |  |   | 1,625,082        |  |   |           |   |   | 6,279,972    |  
|Total shareholders' equity and liabilities     | $ | 4,687,889   |   | $ |             |  | $ | 1,625,082        |  | $ |           |   | $ | 6,312,971    |  

---

|Amarc Resources Ltd.                                    
|--------------------------------------------------------
|Notes to the financial statements                       
|For the years ended March 31, 2012 and 2011             
|(Expressed in Canadian Dollars, unless otherwise stated)
|                                                        

|As at March 31, 2011                             |   | GAAP        |   |   | Flow through |   |   | Mineral          |  |   | Reclassify |   |   | IFRS        |  
|------------------------------------------------ | - | ----------- | - | - | ------------ | - | - | ---------------- |  | - | ---------- | - | - | ----------- | -
|                                                 |   |             |   |   | shares       |   |   | exploration      |  |   | per        |   |   |             |  
|                                                 |   |             |   |   | note 16(d)   |   |   | tax credit       |  |   | note 16(f) |   |   |             |  
|                                                 |   |             |   |   |              |   |   | note
      16(e) |  |   |            |   |   |             |  
|ASSETS                                           |   |             |   |   |              |   |   |                  |  |   |            |   |   |             |  
|Current assets                                   |   |             |   |   |              |   |   |                  |  |   |            |   |   |             |  
|Cash and cash equivalents                        | $ | 6,811,177   |   | $ |             |   | $ |                 |  | $ |           |   | $ | 6,811,177   |  
|Amounts receivable and other assets              |   | 1,197,540   |   |   |             |   |   |                 |  |   |           |   |   | 1,197,540   |  
|Marketable securities                            |   | 113,750     |   |   |             |   |   |                 |  |   |           |   |   | 113,750     |  
|Balance due from
      related party             |   | 57,632      |   |   |             |   |   |                 |  |   |           |   |   | 57,632      |  
|Total current assets                             |   | 8,180,099   |   |   |             |   |   |                 |  |   |           |   |   | 8,180,099   |  
|                                                 |   |             |   |   |              |   |   |                  |  |   |            |   |   |             |  
|Noncurrent assets                               |   |             |   |   |              |   |   |                  |  |   |            |   |   |             |  
|Restricted cash                                  |   | 162,095     |   |   |             |   |   |                 |  |   |           |   |   | 162,095     |  
|Amount receivable                                |   |            |   |   |             |   |   | 1,180,013        |  |   |           |   |   | 1,180,013   |  
|Mineral properties
      and equipment           |   | 27,515      |   |   |             |   |   |                 |  |   |           |   |   | 27,515      |  
|Total noncurrent assets                         |   | 189,610     |   |   |             |   |   | 1,180,013        |  |   |           |   |   | 1,369,623   |  
|Total assets                                     | $ | 8,369,709   |   | $ |             |   | $ | 1,180,013        |  |   |           |   | $ | 9,549,722   |  
|                                                 |   |             |   |   |              |   |   |                  |  |   |            |   |   |             |  
|LIABILITIES AND SHAREHOLDERS' EQUITY             |   |             |   |   |              |   |   |                  |  |   |            |   |   |             |  
|Current liabilities                              |   |             |   |   |              |   |   |                  |  |   |            |   |   |             |  
|Accounts payable and accrued liabilities         | $ | 64,995      |   | $ |             |   | $ |                 |  | $ |           |   | $ | 64,995      |  
|Flowthrough share premium                       |   |            |   |   | 595,000      |   |   |                 |  |   |           |   |   | 595,000     |  
|Total current
      liabilities                  |   | 64,995      |   |   | 595,000      |   |   |                 |  |   |           |   |   | 659,995     |  
|                                                 |   |             |   |   |              |   |   |                  |  |   |            |   |   |             |  
|Share capital                                    |   | 46,352,087  |   |   | (870,000     | ) |   |                 |  |   |           |   |   | 45,482,087  |  
|Contributed surplus                              |   | 1,852,377   |   |   |             |   |   |                 |  |   | (1,852,377 | ) |   |            |  
|Accumulated other comprehensive income           |   | 65,749      |   |   |             |   |   |                  |  |   | (65,749    | ) |   |            |  
|Reserves                                         |   |            |   |   |             |   |   |                 |  |   | 1,918,126  |   |   | 1,918,126   |  
|Accumulated
      deficit                        |   | (39,965,499 | ) |   | 275,000      |   |   | 1,180,013        |  |   |           |   |   | (38,510,486 | )
|Total shareholders' equity                       |   | 8,304,714   |   |   | (595,000     | ) |   | 1,180,013        |  |   |           |   |   | 8,889,727   |  
|Total
      shareholders' equity and liabilities | $ | 8,369,709   |   | $ |             |   | $ | 1,180,013        |  |   |           |   | $ | 9,549,722   |  

---

|Amarc Resources Ltd.                                    
|--------------------------------------------------------
|Notes to the financial statements                       
|For the years ended March 31, 2012 and 2011             
|(Expressed in Canadian Dollars, unless otherwise stated)
|                                                        

|(b) | Reconciliation of statement of comprehensive
      loss
|--- | -------------------------------------------------------

|Year ended March 31, 2011                                                          |   | GAAP      |   |   | Flow through     |   |   | METC       |  |   | IFRS      |  
|---------------------------------------------------------------------------------- | - | --------- | - | - | ---------------- | - | - | ---------- |  | - | --------- | -
|                                                                                   |   |           |   |   | shares           |   |   | note 16(e) |  |   |           |  
|                                                                                   |   |           |   |   | note
      16(d) |   |   |            |  |   |           |  
|Expenses                                                                           |   |           |   |   |                  |   |   |            |  |   |           |  
|Exploration                                                                        | $ | 5,039,366 |   | $ |                 |   | $ | 445,069    |  | $ | 5,484,435 |  
|Depreciation                                                                       |   | 11,791    |   |   |                 |   |   |           |  |   | 11,791    |  
|Legal, accounting and audit                                                        |   | 85,735    |   |   |                 |   |   |           |  |   | 85,735    |  
|Office and administration                                                          |   | 889,841   |   |   |                 |   |   |           |  |   | 889,841   |  
|Shareholder communication                                                          |   | 174,878   |   |   |                 |   |   |           |  |   | 174,878   |  
|Travel                                                                             |   | 77,146    |   |   |                 |   |   |           |  |   | 77,146    |  
|Trust and filing                                                                   |   | 33,422    |   |   |                 |   |   |           |  |   | 33,422    |  
|                                                                                   |   | 6,312,179 |   |   |                 |   |   | 445,069    |  |   | 6,757,248 |  
|                                                                                   |   |           |   |   |                  |   |   |            |  |   |           |  
|Foreign exchange gain                                                              |   | (115      | ) |   |                 |   |   |           |  |   | (115      | )
|Interest and other income                                                          |   | (63,470   | ) |   |                 |   |   |           |  |   | (63,470   | )
|Interest expense                                                                   |   | 500       |   |   |                 |   |   |           |  |   | 500       |  
|Premium on flow through shares                                                     |   |          |   |   | (275,000         | ) |   |           |  |   | (275,000  | )
|Provision for bad debt                                                             |   | 29,067    |   |   |                 |   |   |           |  |   | 29,067    |  
|Tax related to
      flow through shares                                           |   | 18,113    |   |   |                 |   |   |           |  |   | 18,113    |  
|Loss for the year                                                                  | $ | 6,296,274 |   | $ | (275,000         | ) | $ | 445,069    |  | $ | 6,466,343 |  
|Net change in fair
      value of available forsale financial assets, net of tax |   | (68,374   | ) |   |                 |   |   |           |  |   | (68,374   | )
|Total comprehensive loss for the year                                              | $ | 6,227,900 |   | $ | (275,000         | ) | $ | 445,069    |  | $ | 6,397,969 |  

---

|Amarc Resources Ltd.                                    
|--------------------------------------------------------
|Notes to the financial statements                       
|For the years ended March 31, 2012 and 2011             
|(Expressed in Canadian Dollars, unless otherwise stated)
|                                                        

|(c) | Reconciliation of statement of cash
      flows
|--- | -----------------------------------------------

|Year ended March 31, 2011                          |   |            |   |   | Flow-through     |   |   |                  |   |   | Reclassify       |   |   |            |  
|-------------------------------------------------- | - | ---------- | - | - | ---------------- | - | - | ---------------- | - | - | ---------------- | - | - | ---------- | -
|                                                   |   |            |   |   | shares           |   |   | METC             |   |   | per              |   |   |            |  
|                                                   |   | GAAP       |   |   | note
      16(d) |   |   | note
      16(e) |   |   | note
      16(f) |   |   | IFRS       |  
|Operating activities                               |   |            |   |   |                  |   |   |                  |   |   |                  |   |   |            |  
|Loss for the year                                  | $ | (6,296,274 | ) | $ | 275,000          |   | $ | (445,069         | ) | $ |                 |   | $ | (6,466,343 | )
|Depreciation                                       |   | 11,791     |   |   |                 |   |   |                 |   |   |                 |   |   | 11,791     |  
|Foreign exchange loss                              |   | (18        | ) |   |                 |   |   |                 |   |   |                 |   |   | (18        | )
|Interest income                                    |   |           |   |   |                 |   |   |                 |   |   | (63,470          | ) |   | (63,470    | )
|Interest expense                                   |   |           |   |   |                 |   |   |                 |   |   | 500              |   |   | 500        |  
|Provision for bad debt                             |   | 29,067     |   |   |                 |   |   |                 |   |   |                 |   |   | 29,067     |  
|Amounts payable and accrued liabilities            |   | 31,996     |   |   |                 |   |   |                 |   |   |                 |   |   | 31,996     |  
|Amounts receivable and other assets                |   | (1,064,384 | ) |   |                 |   |   |                 |   |   |                 |   |   | (1,064,384 | )
|Amounts receivable long term                       |   |           |   |   |                 |   |   | 445,069          |   |   |                 |   |   | 445,069    |  
|Balance due from related party                     |   | (27,762    | ) |   |                 |   |   |                 |   |   |                 |   |   | (27,762    | )
|Flow-through share
      premium                   |   |           |   |   | (275,000         | ) |   |                 |   |   |                 |   |   | (275,000   | )
|Net cash used in operating activities              |   | (7,315,584 | ) |   |                 |   |   |                 |   |   | (62,970          | ) |   | (7,378,554 | )
|Investing activities                               |   |            |   |   |                  |   |   |                  |   |   |                  |   |   |            |  
|Restricted cash and other                          |   | (60,000    | ) |   |                 |   |   |                 |   |   |                 |   |   | (60,000    | )
|Purchase of equipment                              |   | (1,441     | ) |   |                 |   |   |                 |   |   |                 |   |   | (1,441     | )
|Interest income                                    |   |           |   |   |                 |   |   |                 |   |   | 63,470           |   |   | 63,470     |  
|Net cash provided
      by investing activities    |   | (61,441    | ) |   |                 |   |   |                 |   |   | 63,470           |   |   | 2,029      |  
|Financing activities                               |   |            |   |   |                  |   |   |                  |   |   |                  |   |   |            |  
|Proceed of issuance of shares                      |   | 9,877,724  |   |   |                 |   |   |                 |   |   |                 |   |   | 9,877,724  |  
|Payment of interest on the promissory note         |   |           |   |   |                 |   |   |                 |   |   | (500             | ) |   | (500       | )
|Net cash provided
      by financing activities    |   | 9,877,724  |   |   |                 |   |   |                 |   |   | (500             | ) |   | 9,877,224  |  
|Net decrease in cash and cash equivalents          |   | 2,500,699  |   |   |                 |   |   |                 |   |   |                 |   |   | 2,500,699  |  
|Effect of exchange rate fluctuations on cash held  |   | 18         |   |   |                 |   |   |                 |   |   |                 |   |   | 18         |  
|Cash and cash equivalents at beginning of the year |   | 4,310,460  |   |   |                 |   |   |                 |   |   |                 |   |   | 4,310,460  |  
|Cash and cash
      equivalents at end of the year | $ | 6,811,177  |   | $ |                 |   | $ |                 |   | $ |                 |   | $ | 6,811,177  |  

---

|Amarc Resources Ltd.                                    
|--------------------------------------------------------
|Notes to the financial statements                       
|For the years ended March 31, 2012 and 2011             
|(Expressed in Canadian Dollars, unless otherwise stated)
|                                                        

|(d) | Flowthrough shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | In order to raise funds for mineral exploration
      activities, the Company enters into flow through share agreements whereby
      the Company agrees to transfer the rights to income tax deductions related
      to exploration expenditures to the flowthrough shareholders. Under
      Canadian GAAP, the Company recorded total proceeds from the issuance of
      flowthrough shares as share capital. Under IFRS, share capital is
      recorded at the trading value of non flowthrough common shares and the
      excess of the proceeds over the trading value of non flowthrough shares
      is recorded as a deferred charge, which is proportionally credited to
      profit or loss as the eligible expenditures are incurred.                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | The new accounting policy for recording the issuance of
      flowthrough shares has been adopted effective April 1, 2011 and balances
      at March 31, 2011 have been restated. The issuance of flowthough shares
      in December 2010 resulted in the recording of a flow through share
      premium, and a reduction in share capital, of $870,000. During the year
      ended March 31, 2011, the Company credited $275,000 of flowthrough share
      premium to earnings. This resulted in a net decrease of $595,000 in
      shareholders' equity at March 31, 2011 and a decrease in loss of $275,000.
      During the year ended March 31, 2012, the Company credited the remaining
      $595,000 of flow-through share premium to earnings.
      Balances at April 1,
        2010 have not been restated as the Company has determined that there was
        no outstanding flowthrough share premium on the Transition
        Date.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(e) | Mineral Exploration Tax Credit                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | Prior to the conversion to IFRS, the Company credited
      METC refunds to exploration expenses when the proceeds were actually
      received, or when received subsequent to the balance sheet date prior to
      the issuance of the financial statements. Under IFRS, METC refunds are
      recognized using the cost reduction method and credited to exploration
      expenses when there is reasonable expectation of their recovery.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | The new accounting policy has been adopted effective
      April 1, 2011 and shareholders' equity on the Transition Date has been
      restated. The amount of METC receivable on the Transition Date was
      estimated at $1,625,082 and has been recorded as an increase in the
      shareholders' equity. During the year ended March 31, 2011, the amount of
      METC recorded prior to the adoption of IFRS totaled $1,127,201. Upon
      adoption of IFRS, this amount was reversed as it pertained to prior years
      and $682,132 was recorded in respect METC relating to the year ended March
      31, 2011, resulting in net increase of $445,069 in loss for the year ended
      March 31, 2011. The increase in the shareholders' equity is in addition to
      the accrual of METC on the Transition Date.                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(f) | Reclassification within statements of financial
      position and the statements of cash flow                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | The contributed surplus and accumulated other
      comprehensive income are presented as reserve under
      IFRS Interest income was classified as investing activites
      under IFRS while it was presented as an operating activity under Canadian
    GAAP.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

---

|Amarc Resources Ltd.                                    
|--------------------------------------------------------
|Notes to the financial statements                       
|For the years ended March 31, 2012 and 2011             
|(Expressed in Canadian Dollars, unless otherwise stated)
|                                                        

|17. | SUBSEQUENT EVENT                                                                                                                                                                                                                                                                                                                                                                                     
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                      
|a)  | Effective May 22, 2012, the participating interest of Newton Gold in the Newton Joint Venture was converted to a 5% net profits interest in accordance with the terms of the Newton JV Agreement between the Company and Newton Gold. The Newton JV Agreement was terminated. This was accounted as an adjusting subsequent event and was reflected in the financial statements as of March 31, 2012.
|    |                                                                                                                                                                                                                                                                                                                                                                                                      
|b)  | Subsequent to March 31, 2012, the Company entered into an agreement with Metal Mountain Resources Inc., whereby the Company acquired a 100% interest in the Silver Vista property by making a cash payment of $800,000.                                                                                                                                                                              

---

- 78 -

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

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

|Exhibit |                                                                                                                                                                                              
|------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description of Exhibit                                                                                                                                                                       
|1.1     | Articles of Amarc Resources Ltd., as
      amended(1)                                                                                                                                        
|4.1     | Amended Share Option Plan of Amarc Resources Ltd. dated
      for reference September 21, 2004(2)                                                                                            
|4.2     | Corporate Services Agreement between Amarc Resources Ltd.
      and Hunter Dickinson Services Inc. dated June 1, 2008 and amended
      2010(2)                                              
|11.1    | Code of Ethics(2)                                                                                                                                                                            
|(1)     | Incorporated by reference to the Company's Annual Report
      on Form 20-F for the year ended March 31, 2010, filed with the Securities
      and Exchange Commission on September 30, 2010.
|(2)     | Incorporated by reference to the Company's Annual Report
      on Form 20-F for the year ended March 31, 2008, filed with the Securities
      and Exchange Commission on October 7, 2008.   

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

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

---

- 79 -

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: July 30,
2012

---