---

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, 2016

OR

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

OR

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

For the transition period from _______________ to
_______________

Commission file number 0-49869

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

BRITISH COLUMBIA, CANADA(Jurisdiction
of incorporation or organization)

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

Luqman Khan, Chief Financial OfficerFacsimile
No.: 604-684-809215th Floor, 1040 West Georgia
StreetVancouver, British Columbia, Canada, V6E 4H1(Name, Telephone, E-mail and/or Facsimile number and Address of Company
Contact Person)

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

Title of Each Class: Not
applicableName 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:

141,424,061 common shares as of March 31, 2016

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

[  ] Yes     [X] No

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

[  ] Yes     [X] No

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

[X] Yes     [  ] No

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- 2 -

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

[  ] Yes     [  ] No

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

| | Large accelerated filer [  ] | 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

|ITEM
      1   | IDENTITY
      OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS                        | 7 
|-------------- | ---------------------------------------------------------------------------------- | --
|               |                                                                                    |   
|ITEM
      2   | OFFER
      STATISTICS AND EXPECTED TIMETABLE                                      | 8 
|               |                                                                                    |   
|ITEM
      3   | KEY
      INFORMATION                                                              | 8 
|               |                                                                                    |   
|ITEM
      4   | INFORMATION
      ON THE COMPANY                                                   | 14
|               |                                                                                    |   
|ITEM
      4A  | UNRESOLVED
      STAFF COMMENTS                                                    | 23
|               |                                                                                    |   
|ITEM
      5   | OPERATING
      AND FINANCIAL REVIEW AND PROSPECTS                                 | 24
|               |                                                                                    |   
|ITEM
      6   | DIRECTORS,
      SENIOR MANAGEMENT AND EMPLOYEES                                   | 29
|               |                                                                                    |   
|ITEM
      7   | MAJOR
      SHAREHOLDERS AND RELATED PARTY TRANSACTIONS                            | 40
|               |                                                                                    |   
|ITEM
      8   | FINANCIAL
      INFORMATION                                                        | 43
|               |                                                                                    |   
|ITEM
      9   | THE
      OFFER AND LISTING                                                        | 43
|               |                                                                                    |   
|ITEM
      10  | ADDITIONAL
      INFORMATION                                                       | 45
|               |                                                                                    |   
|ITEM
      11  | QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                   | 57
|               |                                                                                    |   
|ITEM
      12  | DESCRIPTION
      OF SECURITIES OTHER THAN EQUITY SECURITIES                       | 58
|               |                                                                                    |   
|ITEM
      13  | DEFAULTS,
      DIVIDEND ARREARAGES AND DELINQUENCIES                              | 58
|               |                                                                                    |   
|ITEM
      14  | MATERIAL
      MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS | 58
|               |                                                                                    |   
|ITEM
      15  | CONTROLS
      AND PROCEDURES                                                      | 58
|               |                                                                                    |   
|ITEM
      16  | [RESERVED]                                                                         | 59
|               |                                                                                    |   
|ITEM
      16A | AUDIT
      COMMITTEE FINANCIAL EXPERT                                             | 59
|               |                                                                                    |   
|ITEM
      16B | CODE
      OF ETHICS                                                               | 59
|               |                                                                                    |   
|ITEM
      16C | PRINCIPAL
      ACCOUNTANT FEES AND SERVICES                                       | 60
|               |                                                                                    |   
|ITEM
      16D | EXEMPTIONS
      FROM LISTING STANDARDS FOR AUDIT COMMITTEES                       | 61
|               |                                                                                    |   
|ITEM
      16E | PURCHASES
      OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS       | 61
|               |                                                                                    |   
|ITEM
      16F | CHANGE
      IN REGISTRANT'S CERTIFYING ACCOUNTANT                                 | 61
|               |                                                                                    |   
|ITEM
      16G | CORPORATE
      GOVERNANCE                                                         | 61
|               |                                                                                    |   
|ITEM
      16H | MINE
      SAFETY DISCLOSURE                                                       | 61
|               |                                                                                    |   
|ITEM
      17  | FINANCIAL
      STATEMENTS                                                         | 61
|               |                                                                                    |   
|ITEM
      18  | FINANCIAL
      STATEMENTS                                                         | 61
|               |                                                                                    |   
|ITEM
      19  | EXHIBITS                                                                           | 61

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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 "$" are expressed in Canadian
Dollars ("CAD", "C$"), unless otherwise indicated. See also Item 3  Key
Information for more detailed currency and conversion information.

Except as noted, the information set forth in this Annual
Report is as of July 22, 2016 and all information included in this document
should only be considered correct as of such date.

GLOSSARY OF TERMS

Certain terms used herein are defined as follows:

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

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- 5 -

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

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- 6 -

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

CURRENCY AND MEASUREMENT

All currency amounts in this Annual Report are stated in
Canadian Dollars unless otherwise indicated. Approximate conversion of metric
units into imperial equivalents is as follows:

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


FORWARD LOOKING STATEMENTS

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

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

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

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

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- 7 -

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

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

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

STATUS AS AN EMERGING GROWTH COMPANY

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

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

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

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

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

Not applicable.

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

Not applicable.

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- 8 -

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

Not applicable.

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

Not applicable.

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

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

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

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

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

Statements of Financial Position Data

|($ 000s)                         |   | 2016    |   |   | 2015    |   |   | 2014    |   |   | 2013    |   |   | 2012    |  
|--------------------------------- | - | ------- | - | - | ------- | - | - | ------- | - | - | ------- | - | - | ------- | -
|Equipment, net                    | $ |        |   | $ |        |   | $ |        |   | $ | 1       |   | $ | 2       |  
|Total assets                      |   | 1,096   |   |   | 1,755   |   |   | 5,306   |   |   | 7,644   |   |   | 18,176  |  
|Total liabilities                 |   | 1,438   |   |   | 1,279   |   |   | 105     |   |   | 460     |   |   | 961     |  
|Working capital surplus (deficit) |   | (312    | ) |   | 242     |   |   | 4,840   |   |   | 5,633   |   |   | 16,224  |  
|Share capital                     |   | 58,968  |   |   | 58,955  |   |   | 58,761  |   |   | 58,756  |   |   | 58,741  |  
|Reserves                          |   | 5,357   |   |   | 5,069   |   |   | 5,103   |   |   | 4,937   |   |   | 4,558   |  
|Accumulated deficit               |   | (64,667 | ) |   | (63,548 | ) |   | (58,664 | ) |   | (56,509 | ) |   | (46,083 | )
|Net assets (liabilities)          |   | (341    | ) |   | 476     |   |   | 5,201   |   |   | 7,184   |   |   | 17,216  |  
|Shareholders' equity (deficiency) |   | (341    | ) |   | 476     |   |   | 5,201   |   |   | 7,184   |   |   | 17,216  |  

Statements of Comprehensive Loss Data

|($ 000s, except per share amounts and number of shares) |   | 2016        |   |   | 2015        |   |   | 2014        |   |   | 2013        |   |   | 2012        |  
|-------------------------------------------------------- | - | ----------- | - | - | ----------- | - | - | ----------- | - | - | ----------- | - | - | ----------- | -
|Interest and other
      income                          | $ | (10         | ) | $ | (38         | ) | $ | (69         | ) | $ | (129        | ) | $ | (83         | )
|General and administrative expenses                      |   | 1,289       |   |   | 1,478       |   |   | 1,306       |   |   | 1,823       |   |   | 1,752       |  
|Exploration expenditures, net
      of METC              |   | 2,773       |   |   | 3,278       |   |   | 1,095       |   |   | 8,422       |   |   | 6,660       |  
|Contributions pursuant to IKE Option
      Agreement     |   | (3,067      | ) |   |            |   |   |            |   |   |            |   |   |            |  
|Share-based payments                                     |   |            |   |   |            |   |   | 103         |   |   | 434         |   |   | 800         |  
|Other                                                    |   | 134         |   |   | 166         |   |   | (280        | ) |   | 6           |   |   | (147        | )
|Gain on sale of mineral
      property                   |   |            |   |   |            |   |   |            |   |   |            |   |   | (679        | )
|Flow-through shares premium                              |   |            |   |   |            |   |   |            |   |   | (130        | ) |   | (730        | )
|Net loss for the year                                    |   | 1,119       |   |   | 4,884       |   |   | 2,155       |   |   | 10,426      |   |   | 7,573       |  
|Other comprehensive loss (income)                        |   | 33          |   |   | 35          |   |   | (63         | ) |   | 55          |   |   | (15         | )
|Total comprehensive loss                                 | $ | 1,152       |   | $ | 4,919       |   | $ | 2,092       |   | $ | 10,481      |   | $ | 7,558       |  
|                                                         |   |             |   |   |             |   |   |             |   |   |             |   |   |             |  
|Basic and diluted net loss
      per share               | $ | 0.01        |   | $ | 0.04        |   | $ | 0.02        |   | $ | 0.08        |   | $ | 0.07        |  
|Weighted average number of common shares outstanding     |   | 141,406,301 |   |   | 139,357,212 |   |   | 138,644,883 |   |   | 138,602,746 |   |   | 102,759,226 |  

---

- 9 -

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

As of the date of this Annual Report, 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 $1.3178. Exchange rates published by the
Bank of Canada are available on its website, www.bankofcanada.ca, are
nominal quotations  not buying or selling rates  and are intended for
statistical or analytical purposes.

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

|                         |   | For year
      ended March 31     | 
|------------------------ | - | --------------------------------- | 
|                         |   | (Canadian Dollar per U.S. Dollar) | 
|                         |   | 2016                              | 
|End of period            | $ | 1.2971                            | 
|Average for the period   | $ | 1.3114                            | 
|High for the period      | $ | 1.4589                            | 
|Low
      for the period | $ | 1.1951                            | 

|Monthly High and Low Exchange Rate (Canadian
      Dollar per U.S. Dollar) |  
|-------------------------------------------------------------------------- | -
|                                                                           |  
|June (to June 20, 2016)                                                    | $
|May 2016                                                                   | $
|April 2016                                                                 | $
|March 2016                                                                 | $

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

Not applicable.

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

Not applicable.

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

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

Exploration and Mining Risks

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

---

- 10 -

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

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

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

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

First Nations

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

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

Future Profits/Losses and Production Revenues/Expenses

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

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

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

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

Additional Funding Requirements

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

---

- 11 -

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

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

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

Competitors in the Mining Industry

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

Risks That Are Not Insurable

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

Environmental Matters

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

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

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

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

Market for Securities and Volatility of Share Price

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

---

- 12 -

Conflicts of Interest

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

Payment of Dividends Unlikely

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

Lack of Revenues; History of Operating Losses

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

General Economic Conditions

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

Reliance on Key Personnel

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

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

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

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

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

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

---

- 13 -

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

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

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

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

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

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

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

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

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

---

- 14 -

Litigation

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

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

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

Incorporation

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

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

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

Offices

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

Company Development

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

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

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

British Columbia Mineral Tenure

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

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

---

- 15 -

Environmental Matters

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

Mineral Properties and Exploration Activities and Plans

Amarc is a British Columbia-based mineral exploration and
development company with an experienced and successful management team that is
focused on advancing the IKE Project, a major new porphyry
copper-molybdenum-silver discovery located near the heartland of British
Columbias (BC) copper mining industry with proximity to mining
infrastructure, power, rail and highways.

In 2014 Amarc made a significant new copper-molybdenum-silver
discovery at its 100% owned IKE property located in southern BC. Assay results
from 18 holes, totaling 10,437 metres, completed in 2014 and 2015 at IKE have
all intersected varying amounts of chalcopyrite and molybdenite mineralization
over an increasingly broad area, now measuring 1,200 metres east-west by 1,000
metres north-south and extending to depths of over 500 metres. Copper equivalent
grades returned over long continuous drill intercepts continue to compare
favourably to the range of copper equivalent grades for mineral resources and
mineral reserves at active BC porphyry copper (± molybdenum ± gold ± silver)
mines. Mineralization encountered by the drilling at IKE remains open to
expansion in all lateral directions and to depth.

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

Thompson Creek Metals Company Inc. ("Thompson Creek") funded
the work programs at IKE in 2015, and can earn up to a 50% interest in the
project through a staged funding process that includes the completion of a
Feasibility Study.

Amarc is committed to meaningful engagement and building
long-term relationships with all communities in the IKE Project area, including
mutually beneficial partnerships with Aboriginal groups. A comprehensive
engagement plan is in place that is consistent with the current level of
exploration activity. The company continues to build on positive relationships
with regulators, supporting governments consultation duties to assist with
timely and fair regulatory decision-making.

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

As of March 31, 2016, Amarc had a 100% interest in the IKE,
Granite and Juno properties, and also had the right to acquire a 70% interest in
the Galore property.

The IKE is located approximately 45 kilometres northwest of the
historical mining communities of Gold Bridge and Bralorne, in a region
characterized by broad U-shaped valleys. Amarc's 2014 and 2015 core drilling
programs at IKE were conducted above tree line within two adjoining large and
barren cirques. The district surrounding the IKE discovery has long been
explored for its numerous showings of copper, molybdenum, gold and silver
mineralization. Current access to the properties is by helicopter, although
significant infrastructure exists in the region. Mainline logging roads, which
lead west from Gold Bridge are located 20 kilometres to the south of IKE. Access
to power, railways and highways is available in the area of Gold Bridge and the
nearby towns of Lillooet and Pemberton.

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

_____________________________________1Copper
equivalent (CuEQ) calculations use metal prices: Cu US$2.25/lb, Mo US$8.00/lb
and Ag US$17.00/oz. Metallurgical recoveries and net smelter returns are assumed
to be 100%.

---

- 16 -

Assay data from Amarc's nine holes totaling 5,409 metres
(numbered 14001 through 14009) completed in 2014 and an additional nine holes
totalling 5,028 metres (numbered 15010 through 15018) completed in 2015 at IKE,
combined with results from geological, geochemical and geophysical surveys
completed outwards from the area drilled indicate the presence of an important
porphyry-style copper-molybdenum-silver deposit. All 18 diamond drill holes
intersected varying amounts of chalcopyrite and molybdenite mineralization over
an increasingly broad area, now measuring 1,200 metres east-west by 1,000 metres
north-south and extending to depths of over 500 metres. Copper equivalent grades
returned over long continuous drill intercepts continue to compare favourably to
the range of copper equivalent grades for mineral resources and mineral reserves
at active BC porphyry copper (± molybdenum ± gold ± silver) mines.
Mineralization encountered by the drilling at IKE remains open to expansion in
all lateral directions and to depth.

Highlights from the 2014 and 2015 drill programs include:

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

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

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

Amarc and Thompson Creek are planning a 2016 field program to
advance the IKE discovery and district.

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

IKE DISCOVERY

TABLE OF 2014 AND 2015 ASSAY RESULTS

|DrillHoleID | Dip(°) | Azim(°) | **EOH****(m)** | Incl. | From(m) | To(m) | Int.2,3(m) | CuEQ1(%) | Cu(%) | Mo(%) | Ag(g/t)
|----------- | ------ | ------- | -------------- | ----- | ------- | ----- | ---------- | -------- | ----- | ----- | -------
|IK14001     | -45    | 0       | 742.2          |       | 55.0    | 213.7 | 158.7      | 0.37     | 0.27  | 0.020 | 2.5    
|            |        |         |                |       | 242.0   | 489.0 | 247.0      | 0.41     | 0.28  | 0.030 | 2.0    
|            |        |         |                | incl. | 242.0   | 275.0 | 33.0       | 0.43     | 0.35  | 0.011 | 4.1    
|            |        |         |                | incl. | 284.6   | 362.5 | 77.9       | 0.43     | 0.31  | 0.027 | 2.0    
|            |        |         |                | incl. | 372.9   | 395.2 | 22.3       | 0.43     | 0.25  | 0.045 | 1.7    
|            |        |         |                | incl. | 404.1   | 489.0 | 84.9       | 0.48     | 0.30  | 0.045 | 1.7    
|            |        |         |                |       | 528.0   | 634.6 | 106.6      | 0.28     | 0.23  | 0.009 | 1.9    
|IK14002     | -45    | 100     | 551.1          |       | 57.3    | 180.1 | 122.8      | 0.41     | 0.32  | 0.017 | 2.5    
|            |        |         |                |       | 206.0   | 494.6 | 288.6      | 0.39     | 0.24  | 0.038 | 1.6    
|            |        |         |                | incl. | 206.0   | 440.0 | 234.0      | 0.42     | 0.26  | 0.040 | 1.7    
|            |        |         |                | and   | 206.0   | 364.0 | 158.0      | 0.44     | 0.26  | 0.046 | 1.7    
|            |        |         |                | and   | 368.5   | 440.0 | 71.5       | 0.40     | 0.27  | 0.031 | 1.7    
|            |        |         |                |       | 521.7   | 551.1 | 29.4       | 0.42     | 0.15  | 0.076 | 0.6    
|IK14003     | -60    | 180     | 419.4          |       | 10.2    | 102.0 | 91.8       | 0.40     | 0.31  | 0.020 | 2.1    
|            |        |         |                |       | 282.0   | 365.0 | 83.0       | 0.19     | 0.08  | 0.029 | 0.7    
|IK14004     | -50    | 90      | 388.6          |       | 128.0   | 189.0 | 61.0       | 0.27     | 0.13  | 0.036 | 0.9    
|IK14005     | -60    | 0       | 772.7          |       | 32.0    | 80.0  | 48.0       | 0.27     | 0.23  | 0.007 | 1.4    

---

- 17 -

|DrillHoleID | Dip(°) | Azim(°) | **EOH****(m)** | Incl. | From(m) | To(m) | Int.2,3(m) | CuEQ1(%) | Cu(%) | Mo(%) | Ag(g/t)
|----------- | ------ | ------- | -------------- | ----- | ------- | ----- | ---------- | -------- | ----- | ----- | -------
|            |        |         |                |       | 269.4   | 552.3 | 282.9      | 0.43     | 0.29  | 0.038 | 0.7    
|            |        |         |                | incl. | 269.4   | 463.2 | 193.8      | 0.47     | 0.30  | 0.046 | 0.8    
|            |        |         |                |       | 602.9   | 616.1 | 13.2       | 0.33     | 0.29  | 0.009 | 0.6    
|IK14006     | -45    | 90      | 681.8          |       | 9.0     | 75.0  | 66.0       | 0.25     | 0.21  | 0.008 | 1.3    
|            |        |         |                |       | 124.0   | 574.3 | 450.3      | 0.36     | 0.24  | 0.028 | 1.7    
|            |        |         |                | incl. | 124.0   | 432.2 | 308.2      | 0.39     | 0.26  | 0.032 | 1.8    
|            |        |         |                | and   | 124.0   | 207.8 | 83.8       | 0.42     | 0.31  | 0.026 | 2.2    
|            |        |         |                | and   | 216.4   | 258.0 | 41.6       | 0.42     | 0.30  | 0.024 | 2.8    
|            |        |         |                | and   | 381.9   | 432.2 | 50.4       | 0.69     | 0.35  | 0.088 | 1.8    
|            |        |         |                | incl. | 441.9   | 490.0 | 48.1       | 0.44     | 0.27  | 0.044 | 1.8    
|            |        |         |                |       | 671.0   | 681.8 | 10.8       | 0.33     | 0.28  | 0.007 | 2.0    
|IK14007     | -60    | 90      | 688.5          |       | 7.9     | 24.9  | 17.0       | 0.30     | 0.22  | 0.020 | 1.1    
|            |        |         |                |       | 139.5   | 167.0 | 27.5       | 0.24     | 0.06  | 0.051 | 0.5    
|            |        |         |                |       | 223.0   | 274.0 | 51.0       | 0.22     | 0.05  | 0.048 | 0.5    
|            |        |         |                |       | 304.0   | 411.9 | 107.9      | 0.23     | 0.12  | 0.030 | 0.7    
|IK14008     | -45    | 90      | 788.8          |       | 135.4   | 168.0 | 32.6       | 0.30     | 0.24  | 0.009 | 2.0    
|            |        |         |                |       | 233.0   | 258.5 | 25.5       | 0.33     | 0.23  | 0.023 | 1.5    
|            |        |         |                |       | 278.1   | 567.0 | 288.9      | 0.36     | 0.27  | 0.022 | 1.6    
|            |        |         |                | incl. | 287.7   | 384.3 | 96.6       | 0.45     | 0.32  | 0.030 | 2.2    
|            |        |         |                | incl. | 418.7   | 462.8 | 44.0       | 0.38     | 0.31  | 0.015 | 1.8    
|            |        |         |                | incl. | 484.0   | 564.0 | 80.0       | 0.38     | 0.30  | 0.018 | 1.6    
|            |        |         |                |       | 605.0   | 648.0 | 43.0       | 0.25     | 0.20  | 0.012 | 1.0    
|IK14009     | -45    | 270     | 376.1          |       | 10.5    | 200.0 | 189.5      | 0.23     | 0.16  | 0.018 | 1.1    
|            |        |         |                | incl. | 10.5    | 98.0  | 87.5       | 0.28     | 0.20  | 0.019 | 1.4    
|IK15010     | -45    | 88      | 615.0          |       | 207.0   | 417.0 | 210.0      | 0.40     | 0.30  | 0.018 | 2.9    
|            |        |         |                | Incl. | 207.0   | 268.0 | 61.0       | 0.40     | 0.31  | 0.016 | 2.9    
|            |        |         |                | Incl. | 293.0   | 417.0 | 124.0      | 0.45     | 0.34  | 0.022 | 3.2    
|            |        |         |                | and   | 293.0   | 358.0 | 65.0       | 0.53     | 0.39  | 0.028 | 3.7    
|            |        |         |                | and   | 378.0   | 417.0 | 39.0       | 0.41     | 0.32  | 0.016 | 2.9    
|            |        |         |                |       | 444.0   | 603.0 | 159.0      | 0.28     | 0.22  | 0.011 | 2.1    
|IK15011     | -45    | 88      | 486.3          |       | 20.1    | 60.0  | 40.0       | 0.42     | 0.31  | 0.023 | 2.5    
|IK15012     | -45    | 88      | 675.0          |       | 213.0   | 516.0 | 303.0      | 0.34     | 0.25  | 0.018 | 2.1    
|            |        |         |                | Incl. | 213.0   | 286.0 | 73.0       | 0.33     | 0.28  | 0.008 | 2.2    
|            |        |         |                | Incl. | 301.9   | 516.0 | 214.2      | 0.37     | 0.26  | 0.023 | 2.2    
|            |        |         |                | and   | 301.9   | 371.3 | 69.4       | 0.45     | 0.32  | 0.028 | 3.0    
|            |        |         |                | and   | 423.0   | 516.0 | 93.0       | 0.39     | 0.29  | 0.022 | 2.0    
|            |        |         |                |       | 549.5   | 558.0 | 8.5        | 0.47     | 0.35  | 0.026 | 3.0    
|IK15013     | -45    | 88      | 693.3          |       | 33.0    | 693.3 | 660.3      | 0.41     | 0.28  | 0.030 | 2.0    
|            |        |         |                | Incl. | 75.0    | 666.5 | 591.5      | 0.44     | 0.30  | 0.032 | 2.1    
|            |        |         |                | and   | 75.0    | 99.0  | 24.0       | 0.42     | 0.24  | 0.044 | 1.9    
|            |        |         |                | and   | 129.0   | 300.5 | 171.5      | 0.44     | 0.32  | 0.025 | 2.2    
|            |        |         |                | and   | 435.5   | 666.5 | 231.0      | 0.56     | 0.37  | 0.045 | 2.7    
|IK15014     | -45    | 88      | 480.9          |       | 249.7   | 335.2 | 85.5       | 0.47     | 0.33  | 0.032 | 2.2    
|IK15015     | -50    | 268     | 423.3          |       | 312.3   | 420.3 | 108.0      | 0.41     | 0.15  | 0.067 | 1.5    
|            |        |         |                | Incl. | 312.3   | 378.3 | 66.0       | 0.51     | 0.19  | 0.085 | 1.9    
|IK15016     | -45    | 88      | 483.3          |       | 243.0   | 369.3 | 126.3      | 0.27     | 0.14  | 0.031 | 1.5    
|            |        |         |                | Incl. | 285.0   | 360.3 | 75.3       | 0.29     | 0.17  | 0.029 | 1.7    
|IK15017     | -45    | 88      | 441.3          |       | 15.0    | 75.0  | 60.0       | 0.29     | 0.26  | 0.005 | 1.6    
|            |        |         |                |       | 201.0   | 355.7 | 154.7      | 0.30     | 0.17  | 0.031 | 1.1    
|            |        |         |                | Incl. | 240.0   | 355.7 | 115.7      | 0.33     | 0.18  | 0.039 | 1.2    
|IK15018     | -45    | 88      | 441.3          |       | 138.0   | 159.0 | 21.0       | 0.33     | 0.25  | 0.016 | 1.5    
|            |        |         |                |       | 201.0   | 312.4 | 111.4      | 0.36     | 0.30  | 0.010 | 2.3    
|            |        |         |                | Incl. | 216.0   | 288.3 | 72.3       | 0.43     | 0.35  | 0.013 | 2.5    
|            |        |         |                | and   | 216.0   | 243.3 | 27.3       | 0.51     | 0.42  | 0.015 | 2.6    
|            |        |         |                |       | 471.3   | 730.5 | 259.2      | 0.25     | 0.20  | 0.010 | 1.3    
|            |        |         |                | Incl. | 471.3   | 540.3 | 69.0       | 0.33     | 0.25  | 0.017 | 1.8    
|            |        |         |                | and   | 651.3   | 730.5 | 79.2       | 0.29     | 0.23  | 0.012 | 1.5    

|Notes:                                                                                                                                                                                        
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1Copper equivalent (CuEQ) calculations use
      metal prices: Cu US$2.25/lb, Mo US$8.00/lb and Ag US$17.00/oz.
      Metallurgical recoveries and net smelter returns are assumed to be 100%.
|2Widths reported are drill widths, such that
      the true thicknesses are unknown.                                                                                                          
|3All assay intervals represent length
      weighted averages                                                                                                                                 

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

---

- 18 -

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

Field exploration conducted by Amarc, in addition to the 2014
and 2015 drilling programs, includes a detailed ground induced polarization
survey over IKE as well as a district-wide high resolution airborne magnetic
survey, and geological mapping with copper and multi-element-in-talus fines
geochemical surveys over prioritized target areas. Collectively, these survey
results indicate exciting potential for a number of deposit-scale targets beyond
the immediate area of the current IKE discovery drilling. Exploration results
from Amarc's surveys and historical programs by previous operators throughout
the district, combined with the common tendency of porphyry deposits to form
clusters lead the Company to believe a number of targets identified near to IKE
have potential to host additional bulk-tonnage porphyry copper
mineralization.

Amarc is committed to working constructively with governments
and stakeholders towards the responsible development of the IKE project, while
contributing to the sustainable development of local communities. Work programs
are planned to achieve high levels of environmental performance and local
benefits, including providing opportunities for employment, contracting and
training for local people. The Company is working hard to support government's
consultation duties to assist with timely and fair decision making. Amarc is
committed to meaningful and constructive engagement with First Nation
communities and has offered and remains open to the comprehensive and
progressive agreements it has proposed at the early discovery-stage of project
development.

IKE and the Granite and Galore District Property
Agreements

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

The material terms of the agreement with Thompson Creek and the
three mineral property acquisition agreements relating to the IKE and district
properties are set out below. All royalties held by the respective vendors
referenced have been capped or can be purchased by Amarc (in either case in the
$250,000 to $4 million range).

Agreement with Thompson Creek

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

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

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

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

---

- 19 -

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

Agreement with the Optionors

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

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

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

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

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

Granite Property Agreement

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

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

Galore Property Agreement

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

---

- 20 -

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

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

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

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

Other Properties

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

The Blackwater District Properties  Galileo and Hubble

Amarc owns a 100% interest in the Galileo and Hubble
properties, which are located within the Blackwater district, 75 kilometres
southwest of Vanderhoof, BC.

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

The Galileo and Hubble properties are located approximately 17
to 35 kilometres from New Gold's Blackwater gold deposit (Proven and Probable
Reserves of 344.4 million tonnes at an average grade of 0.74 g/t gold containing
8.2 million gold ounces, and 5.5 g/t silver containing 60.8 million silver
ounces; New Gold news release December 12, 2013).

We caution that although this information is considered
      by management to be of material importance to the Company and its land
      holdings in the area and is therefore included in the Companys Canadian
      public filings, we have no right to explore or mine New Golds properties.
      Mineral deposits on adjacent properties are not necessarily probative of
      the existence, nature or extent of mineral deposits on our properties. In
      addition, as described elsewhere in this Annual Report, while the terms
      "indicated resources" and "inferred resources" are recognized by Canadian
      regulations, the U.S. Securities and Exchange Commission does not
      recognize them. It cannot be assumed that all or any part of a mineral
      resource will ever be upgraded to a higher category. Further, "inferred
      mineral resources" have a great amount of uncertainty as to their
      existence, and great uncertainty as to their economic and legal
      feasibility.


Amarc's Blackwater district properties lie approximately 75
kilometres southwest, of the town of Vanderhoof and 176 kilometres southwest of
northern BC's regional hub city of Prince George. The area is characterized by
subdued topography and is well served by existing transportation and power
infrastructure and a skilled workforce, which supports an active exploration and
mining industry.

Amarc is actively working to engage constructively with First
Nations and regulators in the area of its permits.

The Newton Property

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

---

- 21 -

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

|Cautionary Note to Investors Concerning Estimates of Inferred
      Resources                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|This section uses the term "inferred mineral
      resources". The Company advises investors that while this term is
      recognized and required by Canadian regulations, the U.S. Securities and
      Exchange Commission does not recognize it. "Inferred mineral resources"
      have a great amount of uncertainty as to their existence, and great
      uncertainty as to their economic and legal feasibility. It cannot be
      assumed that all or any part of a mineral resource will ever be upgraded
      to a higher category. Under Canadian rules, estimates of Inferred Mineral
      Resources may not form the basis of economic studies, except in rare
      cases. Investors are cautioned not to assume that all or any part of
      an inferred resource exists, or is economically or legally
      mineable.

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

NEWTON GOLD PROJECT  INFERRED MINERAL RESOURCES

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


| | Notes:
| | ------
| | 1.    
| | 2.    
| | 3.    
| | 4.    
| | 5.    

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

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

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

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

---

- 22 -

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

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

Newton Property Agreement

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

Location of Mineral Properties and Claim Information

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

Location of the IKE, Newton, and Galileo Properties.



Mineral Claim and Crown Grant Information for Amarc's BC
Properties

---

- 23 -

Program
    Mineral Claim Numbers
      and Crown Grant Numbers(Crown Grants in italics)
    Size (sq km)Newton
    208327, 414743, 511965, 511967, 507905, 507914, 514976, 514979, 514981, 615743, 606674,
606675, 606676, 606677, 606678, 606679, 606680, 606681, 606682, 606684, 606685, 606686,
606687, 606688, 606690, 606691, 606692, 606693, 606694, 606695, 606696, 606697, 606698,
606699, 606700, 606701, 606702, 606703, 606704, 606705, 606706, 606707, 606708, 606709,
606710, 606711, 606712, 606713, 606714, 606715, 606716, 606717, 682043, 682063, 682089,
682094, 682095, 682098, 682123, 682143, 682163, 682183, 682206, 682208, 682209, 682210,
682232, 682234, 682236, 682244, 682245, 682263, 682283, 682285, 682286, 682288, 682290,
682303, 682305, 682308, 682309, 682311, 682315, 682317, 682320, 682324, 682327, 682330,
682332, 682335, 682338, 682372, 682373, 682375, 682377, 682384, 682404, 682406, 682407,
606683, 606689, 681863, 681883, 681904, 681943, 681963, 682003, 682213, 682223, 682225,
682227, 682229, 616023, 685683, 685684, 685685, 685686, 685687, 685703, 685704, 685705,
685706, 685707, 685708, 685709, 685723, 685724, 685743, 685763, 685764, 685765, 685767,
685783, 685784, 685785, 685786, 685803, 615803, 615843, 615863, 840950, 840951, 840952,
840953
    637Galileo
    763442, 763482, 763502, 763522, 763542, 763582, 763802, 705972, 705974, 705976, 705978,
705980, 705982, 705985, 705988, 705989, 705993, 706016, 706018, 706020, 706022, 706038,
706042, 706045, 706050
    119Hubble
    705779, 705780, 705781, 705782, 705783, 705784, 705785, 705786, 705789, 705790, 705822,
705823, 705824, 856080, 856082, 896504, 936604, 936605, 936606, 936607, 936608, 936609,
993663, 993664, 994802, 994803, 994807, 994811, 994812, 994816, 994818, 994819, 994820,
994822, 994824, 994825, 994826, 994842, 994843, 994844, 994862, 994863, 994902
    214IKE
    208503, 208579, 208580, 208581, 208582, 208583, 208584, 208585, 208586, 208587, 208588,
208589, 208590, 208502, 208506, 208507, 208505, 208791, 209156, 358602, 358603, 358607,
358599, 358613, 358614, 354057, 354051, 375960, 375964, 376123, 416348, 416349, 416351,
416352, 416508, 415582, 415583, 415584, 415586, 510762, 510764, 510765, 510767, 510971,
510972, 510973, 510974, 510975, 510976, 510979, 511134, 511136, 511138, 511139, 511307,
511418, 511775, 511777, 511778, 511779, 511780, 507495, 507507, 517854, 517855, 517856,
517870, 517871, 517872, 517873, 513817, 513837, 513839, 513840, 513841, 514549, 514550,
514552, 514553, 514555, 514557, 514558, 514559, 514568, 514570, 514571, 514572, 514685,
514691, 514743, 514744, 514745, 522692, 532241, 532242, 532889, 529338, 556557, 550905,
550907, 550908, 560873, 553934, 553937, 553942, 565593, 565594, 565596, 602343, 758582,
841974, 1028843, 1028844, 1028845, 1028888, 1028889, 1028890, 1028891, 1028892,
1040609, 1040610, 1040611, 1039791, 1039849, 1039850
2643, 2644, 2649, 7831, 7832, 7833, 7834, 7835, 7836
    461Pinchi Gold
    556348
    1Rapid
    580114, 580119, 580181, 580182, 580314
    5Silver Vista
    586388, 586512, 995325, 995328, 995387, 995390, 995391, 995398, 995401, 995403, 995405,
995409, 995410, 995413, 995415, 995417, 995420, 995425, 995427, 995429, 995434, 995438,
995439, 995442, 995444, 995445, 995446, 995448, 995450, 995452, 995455, 995458, 995461,
1011344, 1011461, 1011465, 1011492, 1011493, 1029183, 1029186, 1029188, 568283, 568284,
856772, 1029184, 1029187, 1029189
    239Sitlika
    542768, 542769, 544623, 544646, 544648, 544649, 545669, 545670, 545672, 546157, 546160,
574571
    16Others
    516565, 545760, 545762, 560228, 560236, 560238
    18


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

The Company has no subsidiaries.

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

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

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

Not applicable.

---

- 24 -

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

OVERVIEW

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

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

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

Critical Accounting Policies and Estimates

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

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

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

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

Mineral Exploration Tax Credits ("METC")

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

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

Financial assets and financial liabilities

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

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

---

- 25 -

Marketable securities

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

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

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

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

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

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

---

- 26 -

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

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

|($ 000s)                                    | 2015  | 2014  | Discussion                                                                                                                                                                                                                                                                                                                                                                                               
|-------------------------------------------- | ----- | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                             |       |       |                                                                                                                                                                                                                                                                                                                                                                                                          
|Exploration and evaluation                   | 3,278 | 1,095 | Exploration activity during 2015 was focused primarily on
      the IKE project, a large portion of which related to its drilling program.
      Throughout most of 2014, the Company focused its exploration activities on
      several projects, including Silver Vista, Galaxie, ZNT, and Newton. During
      the last quarter of 2014, the Company shifted its focus towards the IKE
      project.
|                                             |       |       |                                                                                                                                                                                                                                                                                                                                                                                                          
|Administration                               | 1,478 | 1,306 | During 2015, administration expenses increased as a
      result of the greater level of activity of the Company, primarily the work
      related to the IKE project.                                                                                                                                                                                                                                   
|                                             |       |       |                                                                                                                                                                                                                                                                                                                                                                                                          
|Share-based payments                         |      | 103   | The variation in share-based payments expense is due to
      the timing of option grants.                                                                                                                                                                                                                                                                                                               
|                                             |       |       |                                                                                                                                                                                                                                                                                                                                                                                                          
|Interest income                              | (38)  | (69)  | The decrease during 2015 was due to lower average cash
      balances on hand compared to 2014.                                                                                                                                                                                                                                                                                                          
|                                             |       |       |                                                                                                                                                                                                                                                                                                                                                                                                          
|Interest expense on loan payable to director | 16    |      | Interest incurred on loan provided by a director.                                                                                                                                                                                                                                                                                                                                                        
|                                             |       |       |                                                                                                                                                                                                                                                                                                                                                                                                          
|Interest expense on debenture                |      | 23    | The 2014 amount relates to Amarcs portion of interest
      expense on a debenture held by the Galaxie Joint Venture.                                                                                                                                                                                                                                                                                   
|                                             |       |       |                                                                                                                                                                                                                                                                                                                                                                                                          
|Financing charges                            | 188   |      | Fees on loan provided by a director.                                                                                                                                                                                                                                                                                                                                                                     
|                                             |       |       |                                                                                                                                                                                                                                                                                                                                                                                                          
|Gain on termination of joint venture         |      | (285) | During 2014, the Company recognized its proportionate
      share (40%) of the gain realized on the termination of the Galaxie Joint
      Venture.                                                                                                                                                                                                                                                      
|                                             |       |       |                                                                                                                                                                                                                                                                                                                                                                                                          
|Gain on disposition of AFS financial assets  | (38)  | (69)  | The Company routinely disposed of some of its marketable
      securities during 2015 and 2014.                                                                                                                                                                                                                                                                                                          
|                                             |       |       |                                                                                                                                                                                                                                                                                                                                                                                                          
|Impairment of AFS financial assets           |      | 48    | During 2014, the Company recognized an impairment
      write-down on certain of its marketable securities.                                                                                                                                                                                                                                                                                              

Year Ended March 31, 2014 ("2014") Versus Year Ended March
31, 2013 ("2013")

The Company recorded a net loss of $2,155,000 for the year
ended March 31, 2014, compared to a net loss of $10,426,000 for the prior year.
The decrease in net loss was mainly due to decreased exploration activity during
2014.

|($ 000's)            | 2014  | 2013  | Discussion                                                                                                                                                                                                                                                                                                                                                            
|-------------------- | ----- | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                     |       |       |                                                                                                                                                                                                                                                                                                                                                                       
|Exploration expenses | 1,095 | 8,422 | During 2013, the Company directed its exploration
      activities primarily towards the Blackwater, Galaxie, Newton, and Silver
      Vista properties.
      Exploration activities were also carried out on these
      properties during 2014 along with the IKE and ZNT properties but to lesser
      extent as part of the Companys cash conservation efforts.

---

- 27 -

|Administration expenses                      | 1,306 | 1,823 | During 2014, there was a decrease in
      administration costs as a result of the decline in exploration activity.                                                                                                                                                                                                      
|-------------------------------------------- | ----- | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                             |       |       |                                                                                                                                                                                                                                                                                                                          
|Share-based payments                         | 103   | 434   | The variation in share-based payments expense
      was due to the timing of option grants.                                                                                                                                                                                                                              
|                                             |       |       |                                                                                                                                                                                                                                                                                                                          
|Interest income                              | (69)  | (129) | The decrease during 2014 was due to lower
      average cash balances on hand compared to 2013.                                                                                                                                                                                                                          
|                                             |       |       |                                                                                                                                                                                                                                                                                                                          
|Gain on termination of Galaxie Joint Venture | (285) |      | The Company recognized its proportionate share
      (40%) of the gain realized upon termination of the Galaxie Joint Venture.
      Various assets and liabilities, primarily the $600,000 debenture, were
      transferred from the joint venture to Quartz Mountain Resources Ltd.,
      which resulted in the gain.

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

Liquidity

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

As at March 31, 2016, the Company had a cash balance of
$747,000 and a working capital deficit of approximately $312,000, which was
mainly due to a director loan of $1,000,000  due in May 2016  that was
classified as a current liability. The maturity date for this loan was extended
to November 2016 after the reporting period. At March 31, 2016, the Company had
sufficient cash and cash equivalents to settle all its current obligations in
due course of business, other than the directors loan. The Company plans its
cash spending based on availability of funds.

During the year ended March 31, 2016, the Company received
$3,000,000 in cash from Thompson Creek Metals Company Inc. under the IKE Option
Agreement and $500,000 from a director of the Company as a loan. Additionally,
after the reporting period and before the date of this MD&A, the Company
received approximately $2,500,000 from Thompson Creek Metals Company Inc. as
additional funding for the IKE Project.

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

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

Capital Resources

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

Requirement of Financing

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

---

- 28 -

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

Financial Instruments

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

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

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

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

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

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

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

Average metal
      price (US$)Calendar year
    Copper
    Molybdenum
    Gold
    Silver2011
    4.00/lb
    15.41/lb
    1,572/oz
    35.12/oz2012
    3.61/lb
    12.81/lb
    1,670/oz
    31.17/oz2013
    3.34/lb
    10.40/lb
    1,397/oz
    23.82/oz2014
    3.11/lb
    11.59/lb
    1,264/oz
    19.09/oz2015
    2.50/lb
    6.73/lb
    1,160/oz
    15.69/oz2016 (to July 22, 2016)
    2.129/lb
    5.61/lb
    1.236/oz
    16.36/oz


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

Amarc has no off-balance sheet arrangements.

---

- 29 -

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

The following table lists the contractual obligations of the
Company as at March 31, 2016:

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 (gross amount)
    $ 500,000
    $ 
    $ 500,000
    $ 
    $ Capital (Finance) Lease Obligations
    
    
    
    
    Operating Lease Obligations (Office Lease)
    
    
    
    
    Purchase Obligations
    
    
    
    
    Other Long-term Liabilities Reflected on
      the Company's Balance Sheet under IFRS
    
    
    
    
    Total
    $ 500,000
    $ 
    $ 500,000
    $ 
    $ 


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

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

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

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

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

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


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

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

Rene Carrier  Director

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

---

- 30 -

Mr. Carrier has been and is an officer and/or director of
various public companies involved in the mining sector.

Company
    Positions Held
    From
    ToAmarc Resources Ltd.
    Director
    May 2008
    PresentCayden Resources Inc.
    Director
    October 2013
    November 2014Curis Resources Ltd.
    Director
    November 2010
    November 2014Heatherdale Resources Ltd.
    Director
    November 2009
    PresentNanotech Security Corp.
    Director
    April 2014
    March 2015Quartz Mountain
      Resources Ltd.
    Director
    January 2000
    December 2011President
    June 2005
    December 2011Rathdowney Resources Ltd.
    Director
    March 2011
    Present


Barry Coughlan  Director

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

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

Company
    Positions Held
    From
    ToAmarc Resources Ltd.
    Director
    February 2009
    PresentGreat Basin Gold Ltd.
    Director
    February 1998
    June 2013Northcliff Resources Ltd.
    Director
    June 2011
    PresentQuartz Mountain Resources
      Ltd.
    Director
    January 2005
    December 2011Rathdowney Resources Ltd.
    Director
    March 2011
    PresentTaseko Mines Limited
    Director
    February 2001
    June 2015Quadro Resources Ltd.
    President and
      Director
    June 1986
    PresentMineral Mountain Resources
      Ltd.
    Director
    December 2014
    PresentVatic Ventures Corporation
    Director
    January 2011
    Present


---

- 31 -

Scott Cousens  Director

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

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

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


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

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

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

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


---

- 32 -

Company
    Positions Held
    From
    ToRathdowney 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
    PresentCoastal Contacts Inc.
    Director
    October 2006
    April 2014Great Panther Silver Limited
    Director
    May 2014
    PresentProphecy Coal Corp.
    Chief Financial
      Officer
    November 2012
    August 2013Wellgreen Platinum
      Ltd. (formerly Prophecy Platinum Corp).
    Chief Financial
      Officer
    November 2012
    PresentDirector
    November 2013
    PresentRed Eagle Mining Corporation
    Director
    June 2011
    PresentSlater Mining Corporation
    Director
    June 2008
    Present


Ronald Thiessen, CA  Chief Executive Officer and Director

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

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

Company
    Positions
      Held
    From
    ToAmarc Resources
      Ltd.
    Director
    September 1995
    PresentChief Executive
      Officer
    September 2000
    PresentPresident
    September 2000
    November 2014Detour Gold Corporation
    Director
    July 2006
    May 2012Great Basin Gold Ltd.
    Director
    October 1993
    June 2013


---

- 33 -

Company
    Positions Held
    From
    ToChairman
    November 2006
    June 2013Northern Dynasty Minerals
      Ltd.
    Director
    November 1995
    PresentPresident and Chief Executive
      Officer
    November 2001
    PresentTaseko Mines Limited
    Director
    October 1993
    PresentChairman
    May 2006
    Present


Diane Nicolson, PhD  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 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 2011Executive VP
      Corporate Development
    September 2011
    September 2012Executive Vice
      President
    September 2012
    November 2014President
    November 2014
    Present


Luqman Khan  Chief Financial Officer

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

Trevor Thomas, LLB  Secretary

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

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

Company
    Positions Held
    From
    ToAmarc Resources Ltd.
    Secretary
    February 2008
    PresentNorthern Dynasty Minerals Ltd.
    Secretary
    February 2008
    PresentCuris Resources Ltd.
    Secretary
    June 2013
    November 2014


---

- 34 -

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


---

- 35 -

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

During the Company's financial year ended March 31, 2016, the
aggregate cash compensation paid or payable by the Company to its directors and
senior officers was $427,527.

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

The compensation paid to the NEOs during the Company's most
recently completed financial year of March 31, 2016 is as set out below and
expressed in Canadian Dollars:

Name
      and        principal        position
    Year
    Salary ($)
    Share-
      based award s ($)
    Option-
      based awards ($)
    Non-equity incentive plan compensation ($)
    Pension
      value ($)
    All other
      compen- sation ($)
    Total
    Compen- sation ($)Annual
      incentive plans
    Long- term
    incentive plansRonald
      Thiessen        Chief        Executive        Officer(1)
    2016
    $49,905
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    $49,9052015
    $66,530
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    $66,5302014
    $16,135
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    $16,135


|Diane
      Nicolson        President                                                   | 2016     | $179,809 | Nil | Nil | Nil | Nil | Nil | Nil      | $179,809
|--------------------------------------------------------------------------------------- | -------- | -------- | --- | --- | --- | --- | --- | -------- | --------
|2015                                                                                    | $192,333 | Nil      | Nil | Nil | Nil | Nil | Nil | $192,333
|2014                                                                                    | $179,246 | Nil      | Nil | Nil | Nil | Nil | Nil | $179,246
|Paul
      Mann        Former
      Chief        Financial        Officer
      (1) (2) | 2016     | $26,362  | Nil | Nil | Nil | Nil | Nil | Nil      | $26,362 
|2015                                                                                    | $45,858  | Nil      | Nil | Nil | Nil | Nil | Nil | $45,858 
|2014                                                                                    | $51,126  | Nil      | Nil | Nil | Nil | Nil | Nil | $51,126 

Notes:

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

Pension Plan Benefits

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

Termination and Change of Control Benefits

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

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, 2016 is as set out below:

Name
    Fees earned
      ($)
    Share-
      based awards ($)
    Option-
      based awards ($)
    Non-equity
      incentive plan compensation ($)
    Pension
      value ($)
    All other
      compensation ($)
    Total ($)Rene G. Carrier
    $ 12,428
    Nil
    Nil
    Nil
    Nil
    Nil
    $ 12,428Barry Coughlan
    $ 9,324
    Nil
    Nil
    Nil
    Nil
    Nil
    $ 9,324Scott Cousens (1)
    $12,390
    Nil
    Nil
    Nil
    Nil
    Nil
    $12,390Robert Dickinson (1)
    $124,904
    Nil
    Nil
    Nil
    Nil
    Nil
    $124,904Jeffrey Mason
    $ 12,405
    Nil
    Nil
    Nil
    Nil
    Nil
$ 12,405


Notes:

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

---

- 36 -

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

All of the Company's directors were elected at the annual
general meeting of shareholders held on September 17, 2015. All directors have a
term of office expiring at the next annual general meeting of the Company's
shareholders. All officers have a term of office lasting until their removal or
replacement by the board of directors (the "Board").

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

General

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

|1. | Board of Directors
|-- | ------------------

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

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

Messrs. Coughlan, Carrier and Mason are independent. Messrs.
Cousens, Dickinson, and Thiessen 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.

|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.

---

- 37 -

|5. | Nomination of Directors
|-- | -----------------------

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

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

|6. | Compensation
|-- | ------------

The Board determines the compensation for independent directors
and executives.

|7. | Other Board Committees
|-- | ----------------------

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

|8. | Assessments
|-- | -----------

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

Audit Committee

The Audit Committee's Charter

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

Composition of the Audit Committee

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

Relevant Education and Experience

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

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

Audit Committee Oversight

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

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

Pre-Approval Policies and Procedures

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

---

- 38 -

Exemptions From Certain Canadian Audit Committee
Requirements

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

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

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

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

At March 31, 2016, Amarc did not have any direct employees.
Amarc's administrative and exploration functions are primarily administered
through Hunter Dickinson Services Inc. (SeeItem 7 - MajorShareholders and Related Party Transactions).

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

Security Holdings of Directors and Senior Management

As at March 31, 2016, the directors and officers of Amarc, and
their respective affiliates, directly and indirectly, own or control as a group
an aggregate of 22,802,370 common shares (16.12%), or 30,577,325 (21.62%) on a
diluted basis.

As at March 31, 2016, the Company's directors and senior
management beneficially own the following number of the Company's common shares
and share purchase options:

Name of Insider
    Securities
      Beneficially Owned or Controlled(1)(2)
    As a % of
    theoutstanding commonsharesRene G. Carrier
    (4)
    275,000 common shares
    249,900 share purchase options
    0.19%Barry Coughlan (4)
    86,000 common shares
      249,900 share purchase options
    0.06%Scott D. Cousens
    148,300 common shares
      249,900 share purchase options
    0.10%


---

- 39 -

Name of Insider
    Securities Beneficially Owned or Controlled(1)(2)
    As a % of
    theoutstanding commonsharesRobert A. Dickinson (3)
    15,992,178 common shares 
    249,900 share purchase options 5,555,555 share purchase warrants
    11.31%Ronald W. Thiessen
    2,609,392 common shares 
    249,900 share purchase options
    1.85%Jeffrey R. Mason
      (4)
    2,878,500 common
      shares 249,900 share purchase options
    2.04%Paul S. Mann
    75,000 common shares
      180,000 share purchase options
    0.05%Diane Nicolson
    608,000 common shares
      360,000 share purchase options
    0.43%Trevor Thomas
    130,000 common shares
      180,000 share purchase options
    0.09%Total
    22,802,370 common
    shares2,219,400 share purchase options5,555,555
    share purchase warrants
    16.12%


Notes:

|(1) | The information as to the number of Common Shares
      beneficially owned or controlled is not within the knowledge of management
      of the Company and has been furnished by the respective nominees as filed
      on SEDI. Each nominee has held the same or a similar principal occupation
      with the organization indicated or a predecessor thereof for the last five
      years.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                 
|(2) | Options to purchase Common Shares at $0.32 per share
      expiring on September 23, 2016.                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                 
|(3) | Certain of these common shares are beneficially owned
      through private companies controlled by Mr. Dickinson, and a Registered
      Retirement Saving Plan (RRSP) owned by Mr. Dickinson.                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                 
|(4) | Member of the audit committee.                                                                                                                                                                                                                                                                                                                                                                  

Share Option Plan

At June 20, 2016, there were 3,051,300 options outstanding
pursuant to the Company's share option plan (the "Plan"), described below, and
an aggregate of 11,091,106 common shares remained available for issuance
pursuant to the Plan, described below.

Share Incentive Plan

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

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

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

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

---

- 40 -

Eligible Optionees

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

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

Insider Limitations

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

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

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

Other Limitations

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

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

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

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

Disinterested Shareholder Approval

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

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

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

Major Shareholders

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

---

- 41 -

|Shareholder                     | Securities Beneficially | As a % of the outstanding
|------------------------------- | ----------------------- | -------------------------
|Owned or                        | Controlled              | common shares            
|Sun Valley Gold Master Fund Ltd | 14,615,384              | 10.33%                   
|Robert A. Dickinson             | 15,992,178              | 11.31%                   

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

As of the date of this document, Amarc had authorized unlimited
common shares without par value, of which 141,424,061 were issued and
outstanding. Amarc's authorized share structure also includes a class of
preferred shares without par value and without a maximum number. The preferred
shares may be issued in series on such terms as determined by the Company's
directors in accordance with the class rights and restrictions. No series of
preferred shares has been designated by the board of directors, and no preferred
shares are outstanding.

All of the common shares have the same voting rights.

Geographic Breakdown of Shareholders

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

|              | Number of registered   |                  | Percentage of total
|------------- | ---------------------- | ---------------- | -------------------
|Location      | shareholders of record | Number of shares | shares             
|Canada        | 32                     | 126,930,293      | 89.75%             
|United States | 7                      | 12,955,306       | 9.16%              
|Other         | 1                      | 1,538,462        | 1.09%              
|TOTALS        | 40                     | 141,424,061      | 100.00%            

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

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

Control

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

Insider Reports Under the Securities Acts of British
Columbia and Alberta

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

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

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

---

- 42 -

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

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

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

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

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

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

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

Hunter Dickinson Services Inc. ("HDSI")

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

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

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

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

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

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

Third party costs are billed at cost, without markup.

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

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

Directors Loan

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

---

- 43 -

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

Refer to note 8 of the accompanying financial statements of
Amarc for additional monetary disclosure about the Loans.

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

Not applicable.

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

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

Item 18 of this Form 20-F contains Amarc's audited annual
financial statements as at and for the years ended March 31, 2016, 2015 and
2014. These financial statements have been prepared in accordance with IFRS, as
issued by the IASB.

Legal Proceedings

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

Dividend Policy

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

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

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

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

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

Trading Markets

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

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

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

|                  | TSX Venture Exchange | OTCBB 
|----------------- | -------------------- | ------
|Fiscal Year Ended | High                 | Low   
|March
      31,   | (Cdn$)               | (Cdn$)
|2016              | 0.17                 | 0.04  
|2015              | 0.18                 | 0.06  
|2014              | 0.12                 | 0.04  

---

- 44 -

|                  | TSX Venture Exchange | OTCBB 
|----------------- | -------------------- | ------
|Fiscal Year Ended | High                 | Low   
|March 31,         | (Cdn$)               | (Cdn$)
|2013              | 0.44                 | 0.07  
|2012              | 0.56                 | 0.29  

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

|                       | TSX Venture Exchange | OTCBB 
|---------------------- | -------------------- | ------
|Month                  | High                 | Low   
|                       | (Cdn$)               | (Cdn$)
|July 2016 (to July 19, |                      |       
|2016)                  | 0.10                 | 0.08  
|June 2016              | 0.08                 | 0.06  
|May 2016               | 0.08                 | 0.06  
|April 2016             | 0.08                 | 0.06  
|March 2016             | 0.08                 | 0.06  
|February 2016          | 0.07                 | 0.05  
|January 2016           | 0.07                 | 0.04  

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

Not applicable.

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

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

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

Not applicable.

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

Not applicable.

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

Not applicable.

---

- 45 -

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

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

Not applicable.

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

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

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

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

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

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

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

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

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

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

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.

---

- 46 -

Share Certificates

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

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

Indemnity Provisions

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

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

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

Alternate Directors

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

Amendment of Articles and Notice of Articles

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

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

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.

---

- 47 -

Officers

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

Disclosure of Interest of Directors

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

Creation of Preferred Shares

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

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

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

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

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

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

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

Other agreements are in the normal course of business.

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

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

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

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

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

---

- 48 -

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

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

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

Where a WTO investor is involved, and if the Canadian business
is being acquired directly and is not engaged in cultural activities, an
investment will be reviewable only if the Canadian operating business being
acquired has assets with a book value in excess of a prescribed monetary
threshold which is typically set in January of each year; for 2016 this
threshold was $375 million. Such amendments are expected to both increase the
threshold, and to change it from an assets test to an enterprise value test.
Once the amendments come into force the initial threshold will be an enterprise
value of CAD$600 million, increasing two years later to CAD$800 million, and
after a further two years to CAD$1 billion. The new threshold will come into
force on a date to be determined by regulation once the definition of enterprise
value has been finalised.)

If the acquisition by a WTO investor is indirect (i.e., the
acquisition of shares of a foreign corporation that controls a Canadian
business) the transaction is not reviewable. Where the Canadian business engages
in any of the activities of a cultural business, or if neither the investor
nor the vendor are WTO investors, the applicable thresholds for direct and
indirect investments are assets with a book value of CAD$5 million or CAD$50
million, respectively. (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.)

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

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

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

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

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

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

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

Certain Canadian Federal Income Tax Information for United
States Residents

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

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

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

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

Dividend

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

Disposition

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

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

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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, 2016, and may be a PFIC in future tax years. If the Company
is a PFIC for any year during a U.S. shareholder's holding period, then such
U.S. shareholder generally will be required to treat any gain realized upon a
disposition of common shares, or any so-called "excess distribution" received on
its common shares, as ordinary income, and to pay an interest charge on a
portion of such gain or distributions, unless the shareholder makes a timely and
effective "qualified electing fund" election ("QEF Election") or a
"mark-to-market" election with respect to the common shares. A U.S. shareholder
who makes a QEF Election generally must report on a current basis its share of
the Company's net capital gain and ordinary earnings for any year in which the
Company is a PFIC, whether or not the Company distributes any amounts to its
shareholders. However, U.S. shareholders should be aware that there can be no
assurance that the Company will satisfy record keeping requirements that apply
to a qualified electing fund, or that the Company will supply U.S. shareholders
with information that such U.S. shareholders require to report under the QEF
Election rules, in the event that the Company is a PFIC and a U.S. shareholder
wishes to make a QEF Election. Thus, U.S. shareholders may not be able to make a
QEF Election with respect to their common shares. A U.S. shareholder who makes
the mark-to-market election generally must include as ordinary income each year
the excess of the fair market value of the common shares over the taxpayer's
basis therein. This paragraph is qualified in its entirety by the discussion
below under the heading "Certain United States Federal Income Tax
Considerations." Each U.S. shareholder should consult its own tax adviser
regarding the PFIC rules and the U.S. federal income tax consequences of the
acquisition, ownership, and disposition of common shares.

Certain United States Federal Income Tax Considerations

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

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

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

Scope of this Summary

Authorities

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

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U.S. Holders

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

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

Non-U.S. Holders

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

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

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

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

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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, 2016, and may be a PFIC in future tax years. The
determination of whether any corporation was, or will be, a PFIC for a tax year
depends, in part, on the application of complex U.S. federal income tax rules,
which are subject to differing interpretations. In addition, whether any
corporation will be a PFIC for any tax year depends on the assets and income of
such corporation over the course of each such tax year and, as a result, cannot
be predicted with certainty as of the date of this document. Accordingly, there
can be no assurance that the IRS will not challenge any determination made by
the Company (or any subsidiary of the Company) concerning its PFIC status. Each
U.S. Holder should consult its own tax adviser regarding the PFIC status of the
Company and any subsidiary of the Company.

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

PFIC Status of the Company

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

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

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

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

Default PFIC Rules Under Section 1291 of the Code

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

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- 53 -

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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- 54 -

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. Thus, U.S. Holders may not be able to make a QEF Election
with respect to their common shares. Each U.S. Holder should consult its own tax
adviser regarding the availability of, and procedure for making, a QEF Election.

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

Mark-to-Market Election

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

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

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

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

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

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

---

- 55 -

Other PFIC Rules

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

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

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

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

Ownership and Disposition of Common Shares

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

Distributions on Common Shares

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

Sale or Other Taxable Disposition of Common Shares

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

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

---

- 56 -

Additional Tax on Passive Income

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

Receipt of Foreign Currency

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

Foreign Tax Credit

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

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

Backup Withholding and Information Reporting

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

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

---

- 57 -

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

Not applicable.

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

Not applicable.

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

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

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

Not applicable.

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

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

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

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

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

The Company currently does not engage in foreign currency
hedging.

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

Amarc's liabilities consist of routine accounts payable,
balance due to a related party, and a short-term and long term loan payable to a
director of the Company. The loans bear fixed interest rate of 7% and 9% Based
on these factors, interest rate change risk for the Company is nominal. For more
details on the loan, refer to note 9 of the accompanying audited annual
financial statements for the year ended March 31, 2016.

Some of the Company's marketable securities are subject to
equity price risk as they relate to shares held in publicly-traded companies.
Given the small value of the Company's marketable securities, equity price risk
for the Company is nominal.

---

- 58 -

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

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

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

Not applicable.

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

Not applicable.

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

Not applicable.

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

DISCLOSURE CONTROLS AND PROCEDURES

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

MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER
FINANCIAL REPORTING

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

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

---

- 59 -

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, 2016, based on the
criteria set forth in Internal Control  Integrated Framework (2013) issued by
the Committee of Sponsoring Organizations of the Treadway Commission. This
evaluation included review of the documentation of controls, evaluation of the
design effectiveness of controls, testing of the operating effectiveness of
controls and a conclusion on this evaluation. Based on this evaluation,
management concluded in its report that the Company's internal control over
financial reporting was effective as of March 31, 2016.

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

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

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

LIMITATIONS OF CONTROLS AND PROCEDURES

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

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

|ITEM 16  | [RESERVED]                      
|-------- | --------------------------------
|         |                                 
|ITEM 16A | AUDIT COMMITTEE FINANCIAL EXPERT

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

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

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

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

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

---

- 60 -

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

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

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

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

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

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

Services:
    
    Year ended
      March 31, 2016
    Year ended
    March 31, 2015Audit Fees
    Includes fees necessary
      to perform the annual audit and quarterly     
      reviews of the Company's financial statements. Audit
      Fees      include fees for review of tax
      provisions and for accounting     
      consultations on matters reflected in the financial
      statements.      Audit Fees also include
      audit or other attest services required     
      by legislation or regulation, such as comfort letters,
      consents,      reviews of securities filings
      and statutory audits.
    $18,000
      
      (estimated)
    $18,000Audit-related Fees
    Includes services that
    are traditionally performed by the auditor.     
    These audit-related services include employee benefit audits,     
    due diligence assistance, accounting consultations on     
    proposed transactions, internal control reviews and audit or     
    attest services not required by legislation or regulation.
    Nil
    NilTax Fees
    Includes fees for all tax
    services other than those included in      "Audit
    Fees" and "Audit-related Fees". This category includes     
    fees for tax compliance, tax planning and tax advice. Tax     
    planning and tax advice includes assistance with tax audits and     
    appeals, tax advice related to mergers and acquisitions, and     
    requests for rulings or technical advice from tax authorities.
    Nil
    NilAll Other Fees
    Includes all other non-audit
    services.
    Nil
    NilTotal
    
    $18,000
    $18,000


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

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- 61 -

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

Not applicable.

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

In the year ended March 31, 2016, the Company did not purchase
any of its issued and outstanding Common Shares pursuant to any repurchase
program or otherwise.

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

None.

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

Not applicable.

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

Not applicable.

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

Not applicable. See Item 18  Financial Statements

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

The following are incorporated herein:

| |  | Report of the Company's independent registered public
      accountants, De Visser Gray LLP, dated July 22, 2016;            
| | - | -----------------------------------------------------------------------------------------------------------------------------
| |  | Statements of financial position as at March 31, 2016 and
      March 31, 2015;                                              
| |  | Statements of loss for the years ended March 31, 2016,
      March 31, 2015, and March 31, 2014;                             
| |  | Statements of other comprehensive loss (income) for the
      years ended March 31, 2016, March 31, 2015, and March 31, 2014;
| |  | Statements of cash flows for the years ended March 31,
      2016, March 31, 2015, and March 31, 2014;                       
| |  | Statements of changes in equity for the years ended March
      31, 2016, March 31, 2015, and March 31, 2014; and            
| |  | Notes to annual financial statements.                                                                                        

---



AMARC RESOURCES LTD.

FINANCIAL STATEMENTS

FOR THE YEARS ENDEDMARCH 31, 2016, 2015 and 2014

(Expressed in Canadian Dollars)

---



REPORT OF INDEPENDENT REGISTERED CHARTERED PROFESSIONAL
ACCOUNTANTS

To the Shareholders of Amarc Resources Ltd.

We have audited the accompanying financial statements of Amarc
Resources Ltd., which comprise the statements of financial position as at March
31, 2016 and 2015 and the statements of loss and comprehensive loss, changes in
equity and cash flows for each of the years in the three year period ended March
31, 2016, 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, 2016 and 2015 and its financial performance and its cash flows for each of
the years in the three year period ended March 31, 2016 in accordance with
International Financial Reporting Standards as issued by the International
Accounting Standards Board.

Emphasis of Matter

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

INDEPENDENT REGISTERED CHARTERED PROFESSIONAL
ACCOUNTANTS Vancouver, Canada July 22, 2016

---

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

|                                                        |  |      |  |   | March 31,   |   |   | March 31,   |  
|------------------------------------------------------- |  | ---- |  | - | ----------- | - | - | ----------- | -
|                                                        |  | Note |  |   | 2016        |   |   | 2015        |  
|                                                        |  |      |  |   |             |   |   |             |  
|ASSETS                                                  |  |      |  |   |             |   |   |             |  
|                                                        |  |      |  |   |             |   |   |             |  
|Current assets                                          |  |      |  |   |             |   |   |             |  
|Cash and cash equivalents                               |  | 3    |  | $ | 747,408     |   | $ | 489,150     |  
|Amounts
      receivable and other assets               |  | 5    |  |   | 117,406     |   |   | 971,890     |  
|Marketable securities                                   |  |      |  |   | 26,404      |   |   | 59,841      |  
|                                                        |  |      |  |   | 891,218     |   |   | 1,520,881   |  
|                                                        |  |      |  |   |             |   |   |             |  
|Non-current assets                                      |  |      |  |   |             |   |   |             |  
|Restricted cash                                         |  | 4    |  |   | 205,028     |   |   | 234,198     |  
|                                                        |  |      |  |   | 205,028     |   |   | 234,198     |  
|                                                        |  |      |  |   |             |   |   |             |  
|Total assets                                            |  |      |  | $ | 1,096,246   |   | $ | 1,755,079   |  
|                                                        |  |      |  |   |             |   |   |             |  
|LIABILITIES AND
      SHAREHOLDERS' EQUITY              |  |      |  |   |             |   |   |             |  
|                                                        |  |      |  |   |             |   |   |             |  
|Current liabilities                                     |  |      |  |   |             |   |   |             |  
|Accounts payable and accrued
      liabilities          |  | 7    |  | $ | 22,357      |   | $ | 66,299      |  
|Balance due to a
      related party                    |  | 10   |  |   | 180,476     |   |   | 212,642     |  
|Director's loan                                         |  | 8    |  |   | 1,000,000   |   |   | 1,000,000   |  
|                                                        |  |      |  |   | 1,202,833   |   |   | 1,278,941   |  
|                                                        |  |      |  |   |             |   |   |             |  
|Non-current liabilities                                 |  |      |  |   |             |   |   |             |  
|Director's loan                                         |  | 8    |  |   | 234,849     |   |   |            |  
|                                                        |  |      |  |   | 234,849     |   |   |            |  
|                                                        |  |      |  |   |             |   |   |             |  
|Total liabilities                                       |  |      |  |   | 1,437,682   |   |   | 1,278,941   |  
|                                                        |  |      |  |   |             |   |   |             |  
|Shareholders' (deficiency)
      equity                 |  |      |  |   |             |   |   |             |  
|Share capital                                           |  | 9(a) |  |   | 58,967,910  |   |   | 58,955,410  |  
|Reserves                                                |  |      |  |   | 5,357,405   |   |   | 5,068,700   |  
|Accumulated deficit                                     |  |      |  |   | (64,666,751 | ) |   | (63,547,972 | )
|                                                        |  |      |  |   | (341,436    | ) |   | 476,138     |  
|                                                        |  |      |  |   |             |   |   |             |  
|Total liabilities and shareholders' (deficiency) equity |  |      |  | $ | 1,096,246   |   | $ | 1,755,079   |  

Nature of operations and going concern (note 1) Events
after the reporting period (notes 1, 6, and 8)

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

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

---

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

|                                                     |  |         |  |   | Year ended March 31, | 
|---------------------------------------------------- |  | ------- |  | - | -------------------- | 
|                                                     |  |         |  |   | 2016                 | 
|                                                     |  | Note    |  |   |                      | 
|                                                     |  |         |  |   |                      | 
|Expenses                                             |  | 10 & 12 |  |   |                      | 
|Exploration and evaluation                           |  | 6       |  | $ | 2,808,395            | 
|Assays and
      analysis                            |  |         |  |   | 119,460              | 
|Drilling                                             |  |         |  |   | 746,312              | 
|Equipment rental                                     |  |         |  |   | 18,806               | 
|Geological                                           |  |         |  |   | 440,156              | 
|Helicopter                                           |  |         |  |   | 773,841              | 
|Property costs and assessments                       |  |         |  |   | 153,692              | 
|Site activities                                      |  |         |  |   | 202,373              | 
|Socioeconomic                                        |  |         |  |   | 328,716              | 
|Travel and
      accommodation                       |  |         |  |   | 25,039               | 
|                                                     |  |         |  |   |                      | 
|Administration                                       |  |         |  |   | 1,288,920            | 
|Legal, accounting and audit                          |  |         |  |   | 83,745               | 
|Office and
      administration                      |  | 12(b)   |  |   | 1,112,622            | 
|Shareholder communication                            |  |         |  |   | 50,355               | 
|Travel and
      accommodation                       |  |         |  |   | 10,229               | 
|Trust and regulatory                                 |  |         |  |   | 31,969               | 
|                                                     |  |         |  |   |                      | 
|Cost recoveries                                      |  |         |  |   | (3,102,061)          | 
|Pursuant to IKE
      Option Agreement               |  | 6(a)    |  |   | (3,067,403)          | 
|Mineral exploration tax credits                      |  |         |  |   | (34,658)             | 
|                                                     |  |         |  |   |                      | 
|Share-based payments                                 |  |         |  |   |                     | 
|                                                     |  |         |  |   |                      | 
|                                                     |  |         |  |   | 995,254              | 
|Other items                                          |  |         |  |   |                      | 
|Finance income                                       |  |         |  |   | (10,341)             | 
|Finance expenses
       director's loans            |  | 8       |  |   | 139,606              | 
|Finance expenses  other                             |  | 6(c)    |  |   |                     | 
|Foreign exchange
      loss                          |  |         |  |   | 2,183                | 
|Derecognition of liabilities of
      joint venture  |  | 6(c)    |  |   |                     | 
|Gain on
      disposition of marketable securities   |  | 2(e)(i) |  |   | (7,923)              | 
|Impairment of marketable
      securities            |  | 2(e)(i) |  |   |                     | 
|Mineral property interests written off               |  |         |  |   |                     | 
|Loss for the year                                    |  |         |  | $ | 1,118,779            | 
|                                                     |  |         |  |   |                      | 
|Basic and diluted loss per common share              |  |         |  | $ | 0.01                 | 
|                                                     |  |         |  |   |                      | 
|Weighted average number of common shares outstanding |  |         |  |   | 141,406,301          | 

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

---

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

|                                                                               |  |         |  |   | Year ended March 31, | 
|------------------------------------------------------------------------------ |  | ------- |  | - | -------------------- | 
|                                                                               |  | Note    |  |   | 2016                 | 
|                                                                               |  |         |  |   |                      | 
|Loss for the year                                                              |  |         |  | $ | 1,118,779            | 
|                                                                               |  |         |  |   |                      | 
|Other comprehensive loss
      (income):                                       |  |         |  |   |                      | 
|Items that may be reclassified subsequently
      to profit and loss:          |  |         |  |   |                      | 
|Revaluation of
      marketable securities                                     |  | 2(e)(i) |  |   | 25,415               | 
|Reallocation of the fair value of
      marketable securities upon disposition |  | 2(e)(i) |  |   | 8,023                | 
|Impairment of
      marketable securities                                      |  | 2(e)(i) |  |   |                     | 
|                                                                               |  |         |  |   |                      | 
|Total other comprehensive
      loss (income) for the year                     |  |         |  |   | 33,438               | 
|                                                                               |  |         |  |   |                      | 
|Comprehensive loss for the year                                                |  |         |  | $ | 1,152,217            | 

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

---

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

|                                              |  |      |  |  | Share capital |  |   | Reserves   |  |   |             |  |   |                 |  
|--------------------------------------------- |  | ---- |  |  | ------------- |  | - | ---------- |  | - | ----------- |  | - | --------------- | -
|                                              |  |      |  |  |               |  |   |            |  |   |             |  |   |                 |  
|                                              |  |      |  |  |               |  |   |            |  |   | Share-based |  |   | **Investment**  |  
|                                              |  |      |  |  | Number        |  |   |            |  |   | payments    |  |   | **revaluation** |  
|                                              |  | Note |  |  | of shares     |  |   | Amount     |  |   | reserve     |  |   | reserve         |  
|                                              |  |      |  |  |               |  |   |            |  |   |             |  |   |                 |  
|Balance at April 1, 2013                      |  |      |  |  | 138,624,061   |  | $ | 58,756,410 |  | $ | 2,099,636   |  | $ | 26,041          |  
|Share-based payments                          |  | 9(c) |  |  |              |  |   |           |  |   | 103,004     |  |   |                |  
|Common shares issued 
      property payment |  | 8    |  |  | 100,000       |  |   | 5,000      |  |   |            |  |   |                |  
|Total other comprehensive income              |  |      |  |  |              |  |   |           |  |   |            |  |   | 63,362          |  
|Loss for the year                             |  |      |  |  |              |  |   |           |  |   |            |  |   |                |  
|Balance at March 31, 2014                     |  |      |  |  | 138,724,061   |  | $ | 58,761,410 |  | $ | 2,202,640   |  | $ | 89,403          |  
|                                              |  |      |  |  |               |  |   |            |  |   |             |  |   |                 |  
|Common shares issued  loan bonus             |  | 8    |  |  | 2,500,000     |  |   | 187,500    |  |   |            |  |   |                |  
|Common shares issued 
      property payment |  | 9(b) |  |  | 100,000       |  |   | 6,500      |  |   |            |  |   |                |  
|Total other comprehensive income              |  |      |  |  |              |  |   |           |  |   |            |  |   | (34,563         | )
|Loss for the year                             |  |      |  |  |              |  |   |           |  |   |            |  |   |                |  
|Balance at March 31, 2015                     |  |      |  |  | 141,324,061   |  | $ | 58,955,410 |  | $ | 2,202,640   |  | $ | 54,840          |  
|                                              |  |      |  |  |               |  |   |            |  |   |             |  |   |                 |  
|Common shares issued  property payment       |  | 9(b) |  |  | 100,000       |  |   | 12,500     |  |   |            |  |   |                |  
|Issuance of share purchase
      warrants     |  | 8    |  |  |              |  |   |           |  |   |            |  |   |                |  
|Total other comprehensive loss                |  |      |  |  |              |  |   |           |  |   |            |  |   | (33,438         | )
|Loss for the year                             |  |      |  |  |              |  |   |           |  |   |            |  |   |                |  
|Balance at March 31, 2016                     |  |      |  |  | 141,424,061   |  | $ | 58,967,910 |  | $ | 2,202,640   |  | $ | 21,402          |  

Theaccompanyingnotes are anintegralpart of thesefinancialstatements.

---

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

|                                                                 |  |      |  |   | Year ended March 31, |  
|---------------------------------------------------------------- |  | ---- |  | - | -------------------- | -
|                                                                 |  | Note |  |   | 2016                 |  
|                                                                 |  |      |  |   |                      |  
|Operating activities                                             |  |      |  |   |                      |  
|Loss for the year                                                |  |      |  | $ | (1,118,779           | )
|Adjustments for:                                                 |  |      |  |   |                      |  
|Finance income                                                   |  |      |  |   | (10,341              | )
|Finance expenses
       director's loans                        |  | 8    |  |   | 139,606              |  
|Common shares issued, included
      in exploration expenses     |  | 9(b) |  |   | 12,500               |  
|Gain on
      disposition of marketable securities               |  |      |  |   | (7,923               | )
|Share-based payments                                             |  |      |  |   |                     |  
|Derecognition of
      liabilities of joint venture              |  | 6(c) |  |   |                     |  
|Impairment of marketable
      securities                        |  |      |  |   |                     |  
|Mineral property
      interests written off                     |  |      |  |   |                     |  
|                                                                 |  |      |  |   |                      |  
|Changes in working capital
      items                           |  |      |  |   |                      |  
|Amounts receivable and other
      assets                        |  |      |  |   | 854,483              |  
|Restricted cash                                                  |  |      |  |   | 29,170               |  
|Accounts payable and accrued
      liabilities                   |  |      |  |   | (43,942              | )
|Balances due to related parties                                  |  |      |  |   | (32,166              | )
|Net
      cash used in operating activities                      |  |      |  |   | (177,392             | )
|                                                                 |  |      |  |   |                      |  
|Investing activities                                             |  |      |  |   |                      |  
|Interest received                                                |  |      |  |   | 10,341               |  
|Proceeds from disposition of AFS financial assets, net           |  |      |  |   | 7,923                |  
|Net cash provided by investing activities                        |  |      |  |   | 18,264               |  
|                                                                 |  |      |  |   |                      |  
|Financing activities                                             |  |      |  |   |                      |  
|Net proceeds from director's loans                               |  | 8    |  |   | 500,000              |  
|Payments on debenture of a
      joint venture                   |  | 6(c) |  |   |                     |  
|Interest paid on director's loans                                |  | 8    |  |   | (82,614              | )
|Net cash provided by (used in) financing activities              |  |      |  |   | 417,386              |  
|                                                                 |  |      |  |   |                      |  
|Net increase (decrease) in
      cash and cash equivalents       |  |      |  |   | 258,258              |  
|Cash and cash equivalents, beginning of the year                 |  |      |  |   | 489,150              |  
|Cash and cash equivalents, end of the year                       |  | 3    |  | $ | 747,408              |  
|                                                                 |  |      |  |   |                      |  
|Supplementary cash flow
      information:                       |  |      |  |   |                     |  
|Other non-cash investing and financing
      activities:         |  |      |  |   |                      |  
|Issuance of the Company's equity instruments
      as loan bonus |  | 8    |  | $ | 322,143              |  

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

---

| | Amarc Resources Ltd.                                          
| | --------------------------------------------------------------
| | Notes to the Financial Statements                             
| | For the years ended March 31, 2016, 2015 and
      2014       
| | (Expressed in Canadian Dollars, unless
      otherwise stated)
| |                                                               

|1. | NATURE OF OPERATIONS AND GOING
    CONCERN
|-- | ------------------------------------------

Amarc Resources Ltd. (the "Company" or
"Amarc") is incorporated under the laws of the province of British Columbia, and
its principal business activity is the acquisition and exploration of mineral
properties. Its principal mineral property interests are located in British
Columbia ("BC"). The address of the Company's corporate office is 15th Floor,
1040 West Georgia Street, Vancouver, BC, Canada V6E 4H1.

The Company is in the process of
exploring its mineral property interests and has not yet determined whether its
mineral property interests contain economically recoverable mineral reserves.
The Company's continuing operations are entirely dependent upon the existence of
economically recoverable mineral reserves, the ability of the Company to obtain
the necessary financing to continue the exploration and development of its
mineral property interests and to obtain the permits necessary to mine, and on
future profitable production or proceeds from the disposition of its mineral
property interests.

These financial statements (the
Financial Statements) have been prepared on a going concern basis, which
contemplates the realization of assets and the discharge of liabilities in the
normal course of business for the foreseeable future. As at March 31, 2016, the
Company had cash and cash equivalents of $747,408, a working capital deficit,
and a shareholders deficiency.

During the year ended March 31, 2016,
the Company received $3,000,000 from Thompson Creek Metals Company Inc.
(Thompson Creek) under the IKE Option Agreement (note 6(a)) and $500,000 from
a director of the Company as a loan (note 8). Additionally, after the reporting
period and before these Financial Statements were authorized for issuance, the
Company received approximately $2,500,000 from Thompson Creek under the option
agreement.

The Company will need to seek
additional financing to meet its exploration and development objectives. The
Company has a reasonable expectation that additional funds will be available
when necessary to meet ongoing exploration and development costs. However, there
can be no assurance that the Company will continue to be able to obtain
additional financial resources or will achieve profitability or positive cash
flows. If the Company is unable to obtain adequate additional financing, the
Company will be required to re-evaluate its planned expenditures until
additional funds can be raised through financing activities. These factors
indicate the existence of a material uncertainty that raises significant doubt
about the Companys ability to continue as a going concern.

These Financial Statements do not
include any adjustments to the recoverability and classification of recorded
asset amounts and classification of liabilities that might be necessary should
the Company be unable to continue as a going concern.

|2. | SIGNIFICANT ACCOUNTING
  POLICIES
|-- | ---------------------------------

The principal accounting policies
applied in the preparation of these Financial Statements are described below.
These policies have been consistently applied for all years presented, unless
otherwise stated.

---

| | Amarc Resources Ltd.                                          
| | --------------------------------------------------------------
| | Notes to the Financial Statements                             
| | For the years ended March 31, 2016, 2015 and
      2014       
| | (Expressed in Canadian Dollars, unless
      otherwise stated)
| |                                                               

|(a) | Statement of compliance
|--- | -----------------------

These Financial Statements have been
prepared in accordance with International Financial Reporting Standards
("IFRS"), as issued by the International Accounting Standards Board ("IASB") and
the International Financial Reporting Interpretations Committee ("IFRIC"),
effective for the Company's reporting year ended March 31, 2016.

The Board of Directors of the Company
authorized these Financial Statements on July 22, 2016 for issuance.

|(b) | Basis of presentation
|--- | ---------------------

These Financial Statements have been
prepared on a historical cost basis, except for financial instruments classified
as available-for-sale which are stated at fair value. In addition, these
Financial Statements have been prepared using the accrual basis of accounting,
except for cash flow information.

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

|(c) | Significant accounting estimates and
    judgments
|--- | --------------------------------------------------

The preparation of financial statements
in conformity with IFRS requires management to make judgments, estimates and
assumptions that affect the application of policies and reported amounts of
assets and liabilities, income and expenses. Actual results may differ from
these estimates. The impact of such estimates is pervasive throughout the
financial statements, and may require accounting adjustments based on future
occurrences. Revisions to accounting estimates are recognized in the period in
which the estimate is revised and future periods if the revision affects both
current and future periods. These estimates are based on historical experience,
current and future economic conditions and other factors, including expectations
of future events that are believed to be reasonable under the circumstances.
Changes in the subjective inputs and assumptions can materially affect fair
value estimates. The following estimates and judgements have been used in these
Financial Statements:

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

|(d) | Foreign currency
|--- | ----------------

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

---

| | Amarc Resources Ltd.                                          
| | --------------------------------------------------------------
| | Notes to the Financial Statements                             
| | For the years ended March 31, 2016, 2015 and
      2014       
| | (Expressed in Canadian Dollars, unless
      otherwise stated)
| |                                                               

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

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

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

Non-derivative financial
assets

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

| | (i) | Loans and receivables                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     | Loans and receivables are financial assets with fixed or
      determinable payments that are not quoted in an active market. Such assets
      are initially recognized at fair value plus any directly attributable
      transaction costs. Subsequent to initial recognition, loans and
      receivables are measured at amortized cost using the effective interest
      method, less any impairment losses. Loans and receivables comprise of cash
      and cash equivalents, amounts receivable and other assets, and restricted
      cash.          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     | Cash and cash equivalents                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     | Cash and cash equivalents in the statement of financial
      position is comprised of cash and highly liquid investments held at major
      financial institutions, having maturity dates of three months or less from
      the date of purchase, which are readily convertible into known amounts of
      cash. The Company's cash and cash equivalents are invested in business and
      savings accounts which are available on demand by the Company for its
      programs and as such, are subject to an insignificant risk of change in
      value.

| | (ii) | Available-for-sale ("AFS") financial
  assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |      | The Company's investments in marketable securities are
      classified as available-for-sale financial assets. Subsequent to initial
      recognition, they are measured at fair value and changes therein, other
      than impairment losses and foreign currency differences on AFS monetary
      items, are recognized in other comprehensive income or loss. When an
      investment is derecognized, the cumulative gain or loss in the investment
      revaluation reserve is transferred to profit or loss.
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |      | The fair value of AFS monetary assets denominated in a
      foreign currency is determined in that foreign currency and translated at
      the exchange rate prevailing at the end of the reporting period. Changes
      in the fair value of AFS equity investments are recognized directly in
      equity.                                                                                                                                                                                                        

---

| | Amarc Resources Ltd.                                          
| | --------------------------------------------------------------
| | Notes to the Financial Statements                             
| | For the years ended March 31, 2016, 2015 and
      2014       
| | (Expressed in Canadian Dollars, unless
      otherwise stated)
| |                                                               

Marketable securities are classified
as AFS financial assets.

Non-derivative financial
liabilities

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

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

Impairment of financial
assets

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

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

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

With the exception of AFS equity
instruments, if, in a subsequent period, the amount of the impairment loss
decreases and the decrease can be related objectively to an event occurring
after the impairment was recognized, the previously recognized impairment loss
is reversed through profit or loss to the extent that the carrying amount of the
investment at the date the impairment is reversed does not exceed what the
amortized cost would have been had the impairment not been recognized. In
respect of AFS equity securities, impairment losses previously recognized
through profit or loss are not reversed through profit or loss. Any increase in
fair value of AFS equity securities subsequent to an impairment loss is
recognized directly in equity.

|(f) | Exploration and evaluation expenditures                                                                                                                                                        
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                
|    | Exploration and evaluation costs are costs incurred to
      discover mineral resources, and to assess the technical feasibility and
      commercial viability of the mineral resources
found.

---

| | Amarc Resources Ltd.                                          
| | --------------------------------------------------------------
| | Notes to the Financial Statements                             
| | For the years ended March 31, 2016, 2015 and
      2014       
| | (Expressed in Canadian Dollars, unless
      otherwise stated)
| |                                                               

Exploration and evaluation expenditures
include:

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

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

Costs incurred before the Company has
obtained the legal rights to explore an area are expensed. Costs incurred after
the technical feasibility and commercial viability of extracting a mineral
resource has been determined and a positive decision to proceed to development
has been made are considered development costs and are capitalized.

Costs applicable to established
property interests where no further work is planned by the Company may, for
presentation purposes only, be carried at nominal amounts.

|(g) | Equipment                                                                                                                                                                                                                                                                                                                                                                    
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                              
|    | Equipment is carried at cost, less accumulated
      depreciation and accumulated impairment losses.                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                              
|    | The cost of equipment consists of the purchase price,
      any costs directly attributable to bringing the asset to the location and
      condition necessary for its intended use and an initial estimate of the
      costs of dismantling and removing the item and restoring the site on which
      it is located.                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                              
|    | Depreciation is provided at rates calculated to expense
      the cost of equipment, less its estimated residual value, using the
      declining balance method at various rates ranging from 20% to 30% per
      annum.                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                              
|    | An item of equipment is derecognized upon disposal or
      when no material future economic benefits are expected to arise from the
      continued use of the asset. Any gain or loss arising on disposal of the
      asset, determined as the difference between the net disposal proceeds and
      the carrying amount of the asset, is recognized in profit or
  loss.
|    |                                                                                                                                                                                                                                                                                                                                                                              
|    | Where an item of equipment consists of major components
      with different useful lives, the components are accounted for as separate
      items of equipment. Expenditures incurred to replace a component of an
      item of equipment that is accounted for separately, including major
      inspection and overhaul expenditures, are capitalized.                  
|    |                                                                                                                                                                                                                                                                                                                                                                              
|    | Residual values and estimated useful lives are reviewed
      at least annually.                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                              
|    | As at March 31, 2016, all equipment had been fully
      depreciated. The Company did not purchase any equipment during the year
      ended March 31, 2016.                                                                                                                                                                                                                 

---

| | Amarc Resources Ltd.                                          
| | --------------------------------------------------------------
| | Notes to the Financial Statements                             
| | For the years ended March 31, 2016, 2015 and
      2014       
| | (Expressed in Canadian Dollars, unless
      otherwise stated)
| |                                                               

|(h) | Share capital                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | Common shares are classified as equity. Transaction costs
      directly attributable to the issuance of common shares and share purchase
      options are recognized as a deduction from equity, net of any tax
      effects.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | When the Company issues common shares for consideration
      other than cash, the transaction is measured at fair value based on the
      quoted market price of the Companys common shares on the date of
      issuance.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(i) | Loss per share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | Loss per share is computed by dividing losses
      attributable to common shareholders by the weighted average number of
      common shares outstanding during the reporting period. Diluted loss per
      share is determined by adjusting the losses attributable to common
      shareholders and the weighted average number of common shares outstanding
      for the effects of all dilutive potential common shares, such as options
      granted to employees. The dilutive effect of options assumes that the
      proceeds to be received on the exercise of share purchase options are
      applied to repurchase common shares at the average market price for the
      reporting period. Share purchase options are included in the calculation
      of dilutive earnings per share only to the extent that the market price of
      the common shares exceeds the exercise price of the share purchase
      options.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | The effect of antidilutive factors is not considered
      when computing diluted loss per share.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(j) | Sharebased payments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | The share purchase option plan allows Company employees
      and consultants to acquire shares of the Company. The fair value of share
      purchase options granted is recognized as an employee or consultant
      expense with a corresponding increase in share-based payments reserve in
      equity. An individual is classified as an employee when the individual is
      an employee for legal or tax purposes (direct employee) or provides
      services similar to those performed by a direct employee.                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | For employees, fair value is measured at the grant date
      and each tranche is recognized on a straight-line basis over the period
      during which the share purchase options vest. The fair value of the share
      purchase options granted is measured using the BlackScholes option
      pricing model taking into account the terms and conditions upon which the
      share purchase options were granted. At the end of each financial
      reporting period, the amount recognized as an expense is adjusted to
      reflect the actual number of share purchase options that are expected to
      vest.                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | Sharebased payment transactions with non-employees are
      measured at the fair value of the goods or services received. However, if
      the fair value cannot be estimated reliably, the share-based payment
      transaction is measured at the fair value of the equity instruments
      granted at the date the entity obtains the goods or the counterparty
      renders the service.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(k) | Income taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | Income tax on the profit or loss for the years presented
      comprises of current and deferred tax. Income tax is recognized in profit
      or loss except to the extent that it relates to items recognized directly
      in equity, in which case it is recognized in
equity.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

---

| | Amarc Resources Ltd.                                          
| | --------------------------------------------------------------
| | Notes to the Financial Statements                             
| | For the years ended March 31, 2016, 2015 and
      2014       
| | (Expressed in Canadian Dollars, unless
      otherwise stated)
| |                                                               

Current tax expense is the expected tax
payable on taxable income for the year, using tax rates enacted or substantively
enacted at year end, adjusted for amendments to tax payable with regards to
previous years.

Deferred tax is provided using the
balance sheet liability method, providing for temporary differences between the
carrying amounts of assets and liabilities for financial reporting purposes and
the amounts used for taxation purposes.

The following temporary differences are
not provided for:

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

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

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

Additional income taxes that arise from
the distribution of dividends are recognized at the same time as the liability
to pay the related dividend.

Deferred tax assets and liabilities are
offset when there is a legally enforceable right to set off current tax assets
against current tax liabilities and when they relate to income taxes levied by
the same taxation authority and the Company intends to settle its current tax
assets and liabilities on a net basis.

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

---

| | Amarc Resources Ltd.                                          
| | --------------------------------------------------------------
| | Notes to the Financial Statements                             
| | For the years ended March 31, 2016, 2015 and
      2014       
| | (Expressed in Canadian Dollars, unless
      otherwise stated)
| |                                                               

Both the likelihood of new regulations
and their overall effect upon the Company are not predictable.

The Company has no material
restoration, rehabilitation and environmental obligations as at March 31,
2016.

|(m) | Operating segments                                                                                                                                                                               
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                  
|    | The Company is operating in a single reportable segment 
      the acquisition, exploration and development of mineral properties. All
      assets are held in Canada.                         
|    |                                                                                                                                                                                                  
|(n) | Government assistance                                                                                                                                                                            
|    |                                                                                                                                                                                                  
|    | When the Company is entitled to receive METC and other
      government grants, this government assistance is recognized as a cost
      recovery when there is reasonable assurance of recovery.
|    |                                                                                                                                                                                                  
|(o) | Accounting standards, interpretations and amendments
      to existing standards                                                                                                                 
|    |                                                                                                                                                                                                  
|    | Accounting standards issued but not yet
      effective                                                                                                                                          
|    |                                                                                                                                                                                                  
|    | Effective for annual periods beginning on or after
      January 1, 2016:                                                                                                                        

| |  | Amendments to IAS 1, Presentation of Financial
      Statements      
| | - | ---------------------------------------------------------------------
| |   |                                                                      
| |  | Amendments to IAS 16, Property, Plant and
      Equipment            
| |   |                                                                      
| |  | Amendments to IAS 27, Separate Financial
      Statements            
| |   |                                                                      
| |  | Amendments to IAS 28, Investments in Associates                      
| |   |                                                                      
| |  | Amendments to IAS 38, Intangible Assets                              
| |   |                                                                      
| |  | Amendments to IFRS 10, Consolidated Financial
      Statements       
| |   |                                                                      
| |  | Amendments to IFRS 11, Joint Arrangements                            
| |   |                                                                      
| |  | Annual improvements to IFRS 2012  2014 Cycle
      ("AIP 2012-2014")

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

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

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

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

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

---

| | Amarc Resources Ltd.                                          
| | --------------------------------------------------------------
| | Notes to the Financial Statements                             
| | For the years ended March 31, 2016, 2015 and
      2014       
| | (Expressed in Canadian Dollars, unless
      otherwise stated)
| |                                                               

|3. | 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.

|4. | RESTRICTED CASH
|-- | ---------------

Restricted cash represents guaranteed
investment certificates held in support of exploration permits. The amounts are
refundable subject to the consent of regulatory authorities upon the completion
of any required reclamation work on the related projects.

|5. | AMOUNTS RECEIVABLE AND OTHER
  ASSETS
|-- | -------------------------------------

| |                                                                  |   | March 31, |  |   | March 31, | 
| | ---------------------------------------------------------------- | - | --------- |  | - | --------- | 
| |                                                                  |   | 2016      |  |   | 2015      | 
| | Current                                                          |   |           |  |   |           | 
| | Value added taxes refundable                                     | $ | 15,991    |  | $ | 30,426    | 
| | Prepaid insurance                                                |   |          |  |   | 61,464    | 
| | British Columbia Mineral Exploration
      Tax Credits (BC-METC) |   |          |  |   | 880,000   | 
| | Other receivable (note 6(a))                                     |   | 101,415   |  |   |          | 
| | Total current                                                    | $ | 117,406   |  | $ | 971,890   | 

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

|(a) | Fiscal Year Ending March 31, 2016                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | During the year ended March 31, 2016, the Companys
      mineral exploration and evaluation activities were primarily focused on
      its IKE Project located approximately 45 kilometres northwest of BCs
      historical mining communities of Gold Bridge and Bralorne and is comprised
      of the IKE and the Granite, Juno and Galore District Properties
      (collectively the IKE Project). At March 31, 2016, subject to certain
      third party royalty interests, the Company had a 100% interest in the IKE
      (which was acquired under an option agreement (note 6(b)), Granite and
      Juno properties, and had the right to acquire a 70% interest in the Galore
      property; by way of a new agreement negotiated after the reporting period,
      the Company can acquire a 100% interest in the Galore property.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | Cost recoveries                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | In September 2015 the Company announced that it has
      entered into an agreement (the "IKE Option Agreement") with Thompson Creek
      Metals Company Inc. (Thompson Creek) pursuant to which Thompson Creek
      may acquire, through a staged investment process within five years, a 30%
      ownership interest (Stage 1 Option) in mineral claims and crown grants
      covering the IKE copper- molybdenum-silver porphyry deposit and
the surrounding district. Under the terms of the IKE Option Agreement, Thompson
Creek also has an option to acquire an additional 20% interest in the IKE
Project, subject to certain conditions, including the completion of a
Feasibility Study.                                                                                                                                             

---

| | Amarc Resources Ltd.                                          
| | --------------------------------------------------------------
| | Notes to the Financial Statements                             
| | For the years ended March 31, 2016, 2015 and
      2014       
| | (Expressed in Canadian Dollars, unless
      otherwise stated)
| |                                                               

Under the terms of the IKE Option
Agreement, Thompson Creek can earn an initial 30% interest in the Project under
a Stage 1 Option by funding, via the Company in its capacity as project
operator, $15 million of expenditures before December 31, 2019 ($3.0 million
received). In addition to the funds received from Thompson Creek during the
year, the Company incurred an additional $101,415 in exploration expenditures
under the IKE Option Agreement that were funded by Thompson Creek after the
reporting period; these additional expenditure were recorded in other receivable
(note 5).

For each $5 million (the first $5
million of funding completed after the reporting period) of project expenditures
funded, Thompson Creek will incrementally earn a 10% ownership interest. Stage 1
Option expenditures can be accelerated by Thompson Creek at its discretion.
Amarc will remain as operator during the Stage 1 earn-in period.

|(b) | Fiscal Year Ending March 31, 2015                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | During the year ended March 31, 2015, the Company
      incurred sufficient mineral exploration and evaluation expenses to satisfy
      the minimum total expenditure requirement under a mineral property option
      agreement for the IKE property signed between the Company and Oxford
      Resources Inc. (Oxford) in December 2013, when Oxfords interest in the
      IKE property was represented by an underlying option agreement between
      Oxford and two private third parties. In July 2014, Oxford assigned its
      rights in the underlying option agreement to Amarc for a cash
      consideration of $40,000.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | In June 2015, the Company satisfied all other earn-in
      conditions of the underlying options agreement, including issuance of
      common shares (note 9(b)) to the underlying optioners.                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(c) | Fiscal Year Ending March 31, 2014                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | During the year ended March 31, 2014, the Company
      recognized a gain of $284,717 upon termination of Galaxie joint venture,
      as the Company was released from all of its obligations under the
      terminated joint venture agreement. During the year ended March 31, 2014
      and before the termination of the joint venture, the Company paid $
      $43,136 for its proportionate share of payments due on the joint ventures
      debenture.                                                                                                                                                                         

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

| |                     |   | March 31, |  |   | March 31, | 
| | ------------------- | - | --------- |  | - | --------- | 
| |                     |   | 2016      |  |   | 2015      | 
| | Accounts payable    | $ | 20,497    |  | $ | 11,115    | 
| | Accrued liabilities |   | 1,860     |  |   | 55,184    | 
| | Total               | $ | 22,357    |  | $ | 66,299    | 

---

| | Amarc Resources Ltd.                                          
| | --------------------------------------------------------------
| | Notes to the Financial Statements                             
| | For the years ended March 31, 2016, 2015 and
      2014       
| | (Expressed in Canadian Dollars, unless
      otherwise stated)
| |                                                               

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

| | Summary                                                       |   |           |  
| | ------------------------------------------------------------- | - | --------- | -
| | Balance, April 1, 2014
      and 2013                         | $ |          |  
| | Loan advanced(i)                                              |   | 1,000,000 |  
| | Balance, March 31, 2015                                       |   | 1,000,000 |  
| | Net amount advanced during the
      year(ii)                 |   | 500,000   |  
| | Deferred
      financing cost(ii)                             |   | (322,143  | )
| | Amortisation of deferred financing cost during the
      year |   | 56,992    |  
| | Balance, March 31, 2016                                       | $ | 1,234,849 |  

| | Unsecured loans payable to a
      director |   | March 31, |  |   | March 31, | 
| | ------------------------------------------- | - | --------- |  | - | --------- | 
| |                                             |   | 2016      |  |   | 2015      | 
| | Directors Loan 
      current(i)          | $ | 1,000,000 |  | $ | 1,000,000 | 
| | Directors Loan  non-current(ii)           |   | 234,849   |  |   |          | 
| | Total loans payable to director             | $ | 1,234,849 |  | $ | 1,000,000 | 

| | (i)  | This loan, when originally advanced in November 2014, was
      subject to interest at a rate of prime plus 2% per annum and had a due
      date of November 2015, which was extended for two additional terms of six
      months each, first to May 2016 for a 7% per annum fixed interest rate and
      then to November 2016 for a 9% per annum fixed interest rate for the
      additional terms. Pursuant to this loan, during the year ended March 31,
      2015, the Company issued 2,500,000 of its common shares to the lender with
      the fair value of $187,500, determined with reference to the quoted market
      price of the shares on the date of issuance.
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (ii) | This loan bears interest at 7% per annum and matures in
      September 2017. Pursuant to this loan, during the year ended March 31,
      2016, the Company issued 5,555,555 share purchase warrants to the lender
      with the fair value of $322,143, determined using the Black Scholes option
      pricing model and based on the following assumptions: risk-free rate of
      0.51%; expected volatility of 130%; expected life of 2 year; share price
      of Cdn$0.09 and dividend yield of nil.                                                                                                                                                                       

| | Finance expenses  directors
      loan |   | Year ended March 31, | 
| | ---------------------------------------- | - | -------------------- | 
| |                                          |   | 2016                 | 
| | Interest                                 | $ | 82,614               | 
| | Amortization of deferred finance cost    |   | 56,992               | 
| | Total                                    | $ | 139,606              | 

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

|(a) | Authorized share capital                                                                                                                                                                                                                               
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                        
|    | The Company's authorized share capital consists of an
      unlimited number of common shares without par value and an unlimited
      number of preferred shares. All issued common shares are fully paid. No
      preferred shares have been issued.

---

| | Amarc Resources Ltd.                                          
| | --------------------------------------------------------------
| | Notes to the Financial Statements                             
| | For the years ended March 31, 2016, 2015 and
      2014       
| | (Expressed in Canadian Dollars, unless
      otherwise stated)
| |                                                               

|(b) | Issuance of common shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | Pursuant to a mineral property agreement in respect of
      the IKE property (note 6), the Company issued 100,000 common shares with
      an estimated fair value of $12,500 during the year ended March 31, 2016
      (year ended March 31, 2015  100,000 common shares issued with an
      estimated fair value of $6,500; year ended March 31, 2015  100,000 common
      shares issued with an estimated fair value of $5,000).                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | During the year ended March 31, 2015, the Company issued
      2,500,000 of its common shares as a loan bonus (note 8).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(c) | Share purchase option compensation plan                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | The Company has a share purchase option compensation plan
      that allows it 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 can have a
      maximum term of ten years and typically terminate 90 days following the
      termination of the optionee's employment.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | The following table summarizes the changes in the
      Company's share purchase options:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

| | Share purchase options (exercise
      price  $0.32) |  | Year ended March 31, | 
| | ----------------------------------------------------- |  | -------------------- | 
| |                                                       |  | 2016                 | 
| | Outstanding  beginning of
      year                 |  | 3,051,300            | 
| | Forfeited                                             |  |                     | 
| | Expired                                               |  |                     | 
| | Outstanding  end of year                             |  | 3,051,300            | 
| | Exercisable  end of year                             |  | 3,051,300            | 

Awards typically vest in several
tranches ranging from 6 months to 18 months.

As at March 31, 2016, the outstanding
options had remaining contractual life of 0.5 years (March 31, 2015  1.5
years).

|(d) | Share Purchase Warrants                                                                                                                                                                                                                                                                                                                                     
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                             
|    | At March 31, 2016, there were 5,555,555 outstanding share
      purchase warrants of the Company; these warrants were issued as a loan
      bonus (note 8) and are exercisable at a price of $0.09 per warrant on or
      before September 24, 2017. No share purchase warrants were issued during
      the year ended March 31, 2015 and March 31,
2014.

---

| | Amarc Resources Ltd.                                          
| | --------------------------------------------------------------
| | Notes to the Financial Statements                             
| | For the years ended March 31, 2016, 2015 and
      2014       
| | (Expressed in Canadian Dollars, unless
      otherwise stated)
| |                                                               

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

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

| |                                                   |   | Year ended March 31, | 
| | ------------------------------------------------- | - | -------------------- | 
| |                                                   |   | 2016                 | 
| | Directors fees paid directly
      by the Company | $ | 35,000               | 
| | Directors fees paid to HDSI                       |   | 187,000              | 
| | Share-based payments                              |   |                     | 
| | Total                                             | $ | 222,000              | 

The Company has received loans from a
director of the Company (note 8).

|(b) | Balances and transactions with related
    entities                                                                                                                                                                                                                                                     
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                         
|    | Pursuant to a management agreement between the Company
      and HDSI, the Company receives technical, geological, corporate
      communications, regulatory compliance, and administrative and management
      services from HDSI. HDSI also incurs third party costs on behalf of the
      Company.

| |                     |   | March 31, |  |   | March 31, | 
| | ------------------- | - | --------- |  | - | --------- | 
| |                     |   | 2016      |  |   | 2015      | 
| | Balance due to HDSI | $ | 180,476   |  | $ | 212,642   | 

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

| |                                                               |   | Year ended March 31, | 
| | ------------------------------------------------------------- | - | -------------------- | 
| | Transactions with related entities                            |   | 2016                 | 
| | Services received from HDSI                                   |   |                      | 
| | HDSI employee time charges, based on
      annually set rates | $ | 1,389,000            | 
| | Directors fees                                                |   | 187,000              | 
| | Information technology services and maintenance fees          |   | 111,000              | 
| | Total,                                                        | $ | 1,687,000            | 
| |                                                               |   |                      | 
| | Reimbursement of third party expenses to HDSI                 | $ | 73,000               | 

---

| | Amarc Resources Ltd.                                          
| | --------------------------------------------------------------
| | Notes to the Financial Statements                             
| | For the years ended March 31, 2016, 2015 and
      2014       
| | (Expressed in Canadian Dollars, unless
      otherwise stated)
| |                                                               

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

|(a) | Provision for current tax                                                                                                                                                                                                                                                                                         
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                   
|    | No provision has been made for current income taxes, as
      the Company has no taxable income.                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                   
|(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, 2016, the
      Company had unused non-capital loss carry forwards of approximately $14.4
      million (March 31, 2015  $13.3 million; March 31, 2014  $11.1 million)
      in Canada.
|    |                                                                                                                                                                                                                                                                                                                   
|    | As at March 31, 2016, the Company had resource tax pools
      of approximately $24.6 million (March 31, 2015  $24.5 million; March 31,
      2014  $21.8 million) available in Canada, which may be carried forward
      and utilized to offset future taxes related to certain resource
    income.          

| | Reconciliation of effective tax
      rate             |   | March 31,  |   |   | March 31,  |   |   | March 31,  |  
| | ------------------------------------------------------ | - | ---------- | - | - | ---------- | - | - | ---------- | -
| |                                                        |   | 2016       |   |   | 2015       |   |   | 2014       |  
| | Loss for the year                                      | $ | (1,118,779 | ) | $ | (4,884,024 | ) | $ | (2,154,805 | )
| | Total income tax expense                               |   |           |   |   |           |   |   |           |  
| | Loss excluding income tax                              | $ | (1,118,779 | ) | $ | (4,884,024 | ) | $ | (2,154,805 | )
| |                                                        |   |            |   |   |            |   |   |            |  
| | Income tax recovery using the
      Company's tax rate |   | (291,000   | ) |   | (1,261,000 | ) |   | (560,000   | )
| | Nondeductible expenses and other                      |   | 3,000      |   |   | (207,000   | ) |   | 291,000    |  
| | Change in deferred tax rates                           |   |           |   |   |           |   |   | (330,000   | )
| | Temporary difference booked to reserve                 |   | (4,000     | ) |   | (2,000     | ) |   | 2,000      |  
| | Deferred income tax assets not recognized              |   | 292,000    |   |   | 1,470,000  |   |   | 597,000    |  
| |                                                        | $ |           |   | $ |           |   | $ |           |  

The Company's statutory tax rate was
26% (2015  26%; 2014  26%) and its effective tax rate is nil (2015  nil; 2014
 nil).

As at March 31, 2016, the Company had
the following deductible temporary differences for which no deferred tax asset
was recognized:

| |                      |   | Tax losses |  |   | Tax losses    |  |   | Resource   |  |   |           | 
| | -------------------- | - | ---------- |  | - | ------------- |  | - | ---------- |  | - | --------- | 
| | Expiry               |   | (capital)  |  |   | (non-capital) |  |   | pools      |  |   | Other     | 
| | Within one year      | $ |           |  | $ |              |  | $ |           |  | $ |          | 
| | One to five years    |   |           |  |   |              |  |   |           |  |   | 370,000   | 
| | After five years     |   |           |  |   | 14,405,000    |  |   |           |  |   | 1,011,000 | 
| | No
      expiry date |   | 1,388,000  |  |   |              |  |   | 24,578,000 |  |   | 80,000    | 
| | Total                | $ | 1,388,000  |  | $ | 14,405,000    |  | $ | 24,578,000 |  | $ | 1,461,000 | 

---

| | Amarc Resources Ltd.                                          
| | --------------------------------------------------------------
| | Notes to the Financial Statements                             
| | For the years ended March 31, 2016, 2015 and
      2014       
| | (Expressed in Canadian Dollars, unless
      otherwise stated)
| |                                                               

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

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

| |                                           |   | Year ended March 31, | 
| | ----------------------------------------- | - | -------------------- | 
| |                                           |   | 2016                 | 
| | Exploration and evaluation
      expenses | $ | 748,000              | 
| | General and administration expenses       |   | 882,000              | 
| | Total                                     | $ | 1,630,000            | 

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

| |                               |   | Year ended March 31, | 
| | ----------------------------- | - | -------------------- | 
| |                               |   | 2016                 | 
| | Salaries and benefits         | $ | 845,695              | 
| | Insurance                     |   | 146,802              | 
| | Data processing and retention |   | 111,743              | 
| | Other office expenses         |   | 8,382                | 
| | Total                         | $ | 1,112,622            | 

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

|(a) | Capital management objectives                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | The Company's primary objectives when managing capital
      are to safeguard the Company's ability to continue as a going concern, so
      that it can continue to provide returns for shareholders, and to have
      sufficient liquidity available to fund ongoing expenditures and suitable
      business opportunities as they arise.                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | The Company considers the components of shareholders'
      equity, as well as its cash 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,
2016.                                                                                                                                                                                                                                                                                                                                                                                

---

| | Amarc Resources Ltd.                                          
| | --------------------------------------------------------------
| | Notes to the Financial Statements                             
| | For the years ended March 31, 2016, 2015 and
      2014       
| | (Expressed in Canadian Dollars, unless
      otherwise stated)
| |                                                               

The Company is not subject to any
externally imposed equity requirements.

|(b) | Carrying amounts and fair values of financial
      instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | The Company's marketable securities are carried at fair
      value, based on quoted prices in active markets.                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | As at March 31, 2016 and 2015, the carrying values of the
      Company's financial assets and financial liabilities approximate their
      fair values.                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(c) | Financial instrument risk exposure and risk
      management                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | The Company is exposed in varying degrees to a variety of
      financial instrument related risks. The Board of Directors approves and
      monitors the risk management processes, inclusive of documented treasury
      policies, counterparty limits, controlling and reporting structures. The
      type of risk exposure and the way in which such exposure is managed is
      provided as follows:                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | Credit risk                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | Credit risk is the risk of potential loss to the Company
      if a counterparty to a financial instrument fails to meet its contractual
      obligations. The Company's credit risk is primarily attributable to its
      liquid financial assets including cash and cash equivalents, and amounts
      receivable and other assets. The carrying value of these financial assets
      represent the maximum exposure to credit risk.                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | The Company limits the exposure to credit risk by only
      investing its cash and cash equivalents with high-credit quality financial
      institutions in business and savings accounts, which are available on
      demand by the Company for its programs.                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | Liquidity risk                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | Liquidity risk is the risk that the Company will
      encounter difficulty in meeting the obligations associated with its
      financial liabilities that are settled by delivering cash or other
      financial assets. The Company ensures that there is sufficient cash in
      order to meet its short-term business requirements, after taking into
      account the Company's holdings of cash and cash equivalents.                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | At March 31, 2016, the Companys current liabilities,
      including the current portion of directors loans, exceed its cash
      balance. After the reporting period the Company arranged to extend the
      maturity date of the directors loan (note 8) classified as a current
      liability at March 31, 2016. The Company has sufficient cash and cash
      equivalents to meet its commitments associated with its financial
      liabilities in the near term, other than the amounts payable to related
      parties.                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | Interest rate risk                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | The Company is subject to interest rate risk with respect
      to its investments in cash and cash equivalents. The Companys policy is
      to invest cash at variable rates of interest and cash reserves are to be
      maintained in cash and cash equivalents in order to maintain liquidity,
      while achieving a satisfactory return for shareholders. Fluctuations in
      interest rates when cash and cash equivalents mature impact interest
      income earned. As at March 31, 2016 and 2015, the Companys exposure to
      interest rate risk was nominal.

---

| | Amarc Resources Ltd.                                          
| | --------------------------------------------------------------
| | Notes to the Financial Statements                             
| | For the years ended March 31, 2016, 2015 and
      2014       
| | (Expressed in Canadian Dollars, unless
      otherwise stated)
| |                                                               

Price risk

Equity price risk is defined as the
potential adverse impact on the Companys earnings due to movements in
individual equity prices or general movements in the level of the stock market.
The Company is subject to price risk in respect of its investments in marketable
securities.

The objective of price risk management
is to eliminate or limit emerging risk exposures within acceptable parameters,
while optimizing return and meeting strategic goals.

As at March 31, 2016 and 2015, the
Companys exposure to price risk was not significant to relation to these
Financial Statements.

---

- 62 -

|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 as superseded by the
      Services Agreement dated July 2, 2010. (2)
|               |                                                                                                                                                                                            
|4.3            | Certificate of Expert                                                                                                                                                                      
|               |                                                                                                                                                                                            
|11.1           | Code of Ethics (2)                                                                                                                                                                         

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

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

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

SIGNATURES

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

AMARC RESOURCES LTD.

/s/ Luqman Khan

Chief Financial Officer DATED: June 28, 2016

---