---

UNITED STATES**SECURITIES AND EXCHANGE COMMISSION**
  Washington, D.C. 20549

FORM 20-F

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

OR

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

For the fiscal year ended **March 31, 2006**

OR

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

OR

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

For the transition period from _______________ to
_______________

Commission file number 0-49869

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

BRITISH COLUMBIA, CANADA(Jurisdiction
of incorporation or organization)

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

COMMON SHARES WITHOUT PAR VALUE(Title
of Class)

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

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

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- 2 -

Securities registered or to be registered pursuant to Section
12(g) of the Act: Common shares, no par value

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

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

52,459,473 common shares as of March 31, 2006

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

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

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

Indicate by check mark which financial statement item Registrant
has elected to follow: Item 17  [X]   Item 18 [  
]

If this is an annual report, indicate by check mark whether
Registrant is a shell company (as defined in Rule 126-2 of the Exchange
Act). Yes [   ]   No  [X]

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

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

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- 3 -

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

|         |         |                                                                                   | Page
|-------- | ------- | --------------------------------------------------------------------------------- | ----
|         |         |                                                                                   |     
|PART I   |         | 9                                                                                
|         |         |                                                                                   |     
|         | ITEM 1. | IDENTITY OF DIRECTORS,
      SENIOR MANAGEMENT AND ADVISORS                       | 9   
|         | ITEM 2. | OFFER STATISTICS AND EXPECTED
      TIMETABLE                                     | 10  
|         | ITEM 3. | KEY INFORMATION                                                                   | 11  
|         | ITEM 4. | INFORMATION ON THE COMPANY                                                        | 19  
|         | ITEM 5  | OPERATING AND
      FINANCIAL REVIEW AND PROSPECTS                                | 36  
|         | ITEM 6  | DIRECTORS, SENIOR MANAGEMENT
      AND EMPLOYEES                                  | 42  
|         | ITEM 7  | MAJOR SHAREHOLDERS
      AND RELATED PARTY TRANSACTIONS                           | 53  
|         | ITEM 8  | FINANCIAL INFORMATION                                                             | 56  
|         | ITEM 9  | THE OFFER AND
      LISTING                                                       | 57  
|         | ITEM 10 | ADDITIONAL INFORMATION                                                            | 60  
|         | ITEM 11 | QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                  | 71  
|         | ITEM 12 | DESCRIPTION OF SECURITIES OTHER
      THAN EQUITY SECURITIES                      | 72  
|         |         |                                                                                   |     
|PART II  |         | 73                                                                               
|         |         |                                                                                   |     
|         | ITEM 13 | DEFAULTS, DIVIDEND ARREARAGES
      AND DELINQUENCIES                             | 73  
|         | ITEM 14 | MATERIAL MODIFICATIONS TO THE
      RIGHTS OF SECURITY HOLDERS AND USE OFPROCEEDS | 74  
|         | ITEM 15 | CONTROLS AND PROCEDURES                                                           | 75  
|         | ITEM 16 | AUDIT COMMITTEE, CODE OF ETHICS,
      ACCOUNTANT FEES AND EXEMPTIONS             | 76  
|         |         |                                                                                   |     
|PART III |         | 78                                                                               
|         |         |                                                                                   |     
|         | ITEM 17 | FINANCIAL STATEMENTS                                                              | 78  
|         | ITEM 18 | FINANCIAL STATEMENTS                                                              | 79  
|         | ITEM 19 | EXHIBITS                                                                          | 80  

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- 4 -

GENERAL

In this Annual Report on Form 20-F, all references to We,
Amarc and the Company refer to Amarc Resources Ltd. and its consolidated
subsidiaries. Certain terms used herein are defined in the text and others are
included in this glossary of terms.

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

Except as noted, the information set forth in this Annual
Report is as of September 30, 2006 and all information included in this document
should only be considered correct as of such date.

References to this Annual Report mean references to this
Annual Report on Form 20-F for the year ended March 31, 2006.

GLOSSARY OF TERMS

In this Annual Report, the following terms have the meanings
set forth herein:

Epithermal Deposit
    Deposit of mineralization formed by natural processes in
      the earth at low temperature, 50-200oC often within
      structurally controlled veins. Low sulphidation deposits are developed
      near-to the surface of the earth, at depths of ~1 km to surficial
      hotspring settings, and are characterized by quartz veins, vein stockworks
      and breccias. Mineralization includes gold, silver, electrum, argentite
      and pyrite with lesser and variable amounts of other sulphide minerals.Induced Polarization Survey
    A geophysical survey used to identify a feature that
      appears to be different from the typical or background survey results when
      tested for levels of electro-conductivity; IP detects both chargeable,
      pyrite-bearing rock and non-conductive rock that has a high content of
      quartz.Magnetic Survey
    Magnetic surveys detect sulphide-bearing rocks by
      inducing magnetic fields, then identifying a feature that appears to be
      different from the typical or background survey results.


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- 5 -

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


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- 6 -

mineral resource
    National Instrument 43-101 Standards of Disclosure for
          Mineral Projects of the Canadian Securities Administrators defines
          a Mineral Resource as a concentration or occurrence of natural,
          solid, inorganic or fossilized organic material in or on the Earths
          crust in such form and quantity and of such a grade or quality that
          it has reasonable prospects for economic extraction. The location, quantity,
          grade, geological characteristics and continuity of a mineral resource
          are known, estimated or interpreted from specific geological evidence
          and knowledge.
        Mineral Resources are sub-divided, in order of increasing
          geological confidence, into Inferred, Indicated and Measured categories.
          An Inferred Mineral Resource has a lower level of confidence than that
          applied to an Indicated Mineral Resource. An Indicated Mineral Resource
          has a higher level of confidence than an Inferred Mineral Resource but
          has a lower level of confidence than a Measured Mineral Resource.
        (1) Inferred Mineral Resource.An Inferred
          Mineral Resource is that part of a Mineral Resource for which
          quantity and grade or quality can be estimated on the basis of geological
          evidence and limited sampling and reasonably assumed, but not verified,
          geological and grade continuity. The estimate is based on limited information
          and sampling gathered through appropriate techniques from locations
          such as outcrops, trenches, pits, workings and drill holes.
        (2) Indicated Mineral Resource.An Indicated
          Mineral Resource is that part of a Mineral Resource for which
          quantity, grade or quality, densities, shape and physical characteristics
          can be estimated with a level of confidence sufficient to allow the
          appropriate application of technical and economic parameters, to support
          mine planning and evaluation of the economic viability of the deposit.
          The estimate is based on detailed and reliable exploration and testing
          information gathered through appropriate techniques from locations such
          as outcrops, trenches, pits, workings and drill holes that are spaced
          closely enough for geological and grade continuity to be reasonably
          assumed.
      (3) Measured Mineral Resource.A Measured Mineral
      Resource is that part of a Mineral Resource for which quantity, grade or
      quality, densities, shape, physical characteristics are so well
      established that they can be estimated with confidence sufficient to allow
      the appropriate application of technical and economic parameters, to
      support production planning and evaluation of the economic viability of
      the deposit. The estimate is based on detailed and reliable exploration,
      sampling and testing information gathered through appropriate techniques
      from locations such as outcrops, trenches, pits, workings and drill holes
      that are spaced closely enough to confirm both geological and grade
      continuity.
      Industry Guide 7  Description of Property by Issuers
      Engaged or to be Engaged in Significant Mining Operationsof
      the Securities and Exchange Commission does not define or recognize
      resources. As used in this Form 20-F, resources are as defined in
      National Instrument 43-101.


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- 7 -

Mineral Symbols
    As  arsenic; Au  gold; Ag  silver; Cu  copper; Fe 
      iron; Hg  mercury; Mo  molybdenum; Na  sodium; Ni  nickel; O  oxygen;
      Pd - palladium; Pt  platinum; Pb  lead; S  sulphur; Sb  antimony; Zn 
      zinc.Net Smelter Return (NSR)
    Monies actually received for concentrate delivered to a
      smelter net of metallurgical recovery losses, transportation costs,
      smelter treatment- refining charges and penalty charges.Polymetallic
    Pertaining to more than one, or many, metals.Porphyry Deposit
    Mineral deposit characterized by widespread disseminated
      or veinlet- hosted sulphide mineralization, characterized by large tonnage
      and moderate to low grade.Pluton, sill, dyke
    A body of igneous rock that has been formed beneath the
      surface of the earth by consolidation of magma. A pluton is a rounded to
      irregularly- shaped plug-like body. A sill is a horizontal intrusion. A
      dyke cross cuts the country rocks.Quartz-feldspar Porphyry Dyke
    A quartz-feldspar porphyry dyke is a linear intrusion in
      which large quartz and feldspar crystals occur in a fine groundmass of
      quartz, feldspar and other minerals.Sulphide
    A compound of sulphur with another element, typically a
      metallic element or compound.Volcanogenic Massive Sulphide (VMS)
      deposit
    Mineral deposits, with a high content of sulphide
      minerals, formed by volcanic processes.Vein
    A tabular or sheet-like mineral deposit with identifiable
      walls, often filling a fracture or fissure.


Currency and Measurement

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

Conversion of metric units into imperial equivalents is as
follows:

Metric Units
    Multiply by
    Imperial Unitshectares
    2.471
    = acresmeters
    3.281
    = feetkilometers
    0.621
    = miles (5,280 feet)grams
    0.032
    = ounces (troy)tones
    1.102
    = tons (short) (2,000 lbs)grams/tone
    0.029
    = ounces (troy)/ton


---

- 8 -

FORWARD LOOKING STATEMENTS

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

- general economic and business conditions, including changes in interest
  rates;
- prices of natural resources, costs associated with mineral exploration and
  other economic conditions;
- natural phenomena;
- actions by government authorities, including changes in government
  regulation;
- uncertainties associated with legal proceedings;
- changes in the resources market;
- future decisions by management in response to changing conditions;
- the Companys ability to execute prospective business plans; and
  misjudgments in the course of preparing forward-looking statements.

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

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- 9 -

PART I

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

A.          
DIRECTORS AND SENIOR MANAGEMENT

Not applicable.

B.          
ADVISORS

Not applicable.

C.          
AUDITOR

Not applicable.

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- 10 -

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

Not Applicable.

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- 11 -

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

A.          
SELECTED FINANCIAL DATA

The following tables summarize selected financial data for
Amarc extracted from the Company's audited consolidated financial statements and
related notes included in this Annual Report.

The Companys annual financial statements have been audited by
its current independent registered public accounting firm, De Visser Gray,
Chartered Accountants. Information is provided both in accordance with Canadian
generally accepted accounting principles (Canadian GAAP) and accounting
principals generally accepted in the United States of America (US GAAP). This
information should be read in conjunction with the Company's consolidated
financial statements and with the information appearing under the heading Item
5  Operating and Financial Review and Prospects. The Company's consolidated
financial statements have been prepared in accordance with Canadian GAAP and are
stated in Canadian dollars. Note 10 to the Company's consolidated financial
statements provides descriptions of the principal differences between Canadian
GAAP and US GAAP as they relate to us and reconciliation of the Company's
consolidated financial statements to US GAAP.

BALANCE SHEET DATA

(C$000)
      
      As at March 31,2006
      
      
      2005
      
      
      2004
      
      
      2003
      
      
      2002Total AssetsCanadian
        GAAP
      $
      5,007
      
      $
      8,091
      
      $
      14,188
      
      $
      1,019
      
      $
      2,558US GAAP
      
      5,007
      
      
      8,100
      
      
      14,272
      
      
      1,019
      
      
      2,558Total LiabilitiesCanadian
        and US GAAP
      
      38
      
      
      871
      
      
      183
      
      
      256
      
      
      221Share CapitalCanadian
        and US GAAP
      
      23,997
      
      
      22,388
      
      
      20,639
      
      
      8,636
      
      
      8,361Contributed SurplusCanadian
        and US GAAP
      
      488
      
      
      507
      
      
      413
      
      
      6
      
      
      DeficitCanadian
        GAAP
      
      (19,515
      )
      
      (15,675
      )
      
      (7,047
      )
      
      (7,878
      )
      
      (6,024
      )US GAAP
      
      (19,515
      )
      
      (15,667
      )
      
      (6,963
      )
      
      (7,878
      )
      
      (6,024
      )Net AssetsCanadian
        GAAP
      
      4,969
      
      
      7,220
      
      
      14,005
      
      
      763
      
      
      2,337US GAAP
      
      4,969
      
      
      7,229
      
      
      14,089
      
      
      763
      
      
      2,337Working CapitalCanadian
        GAAP
      
      4,834
      
      
      7,017
      
      
      13,871
      
      
      616
      
      
      2,246US GAAP
      
      4,834
      
      
      7,025
      
      
      13,955
      
      
      616
      
      
      2,246Plant and Equipment, NetCanadian
        and US GAAP
      
      37
      
      
      47
      
      
      60
      
      
      77
      
      
      21


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- 12 -

(C$000)
      
      As at March 31,2006
      
      
      2005
      
      
      2004
      
      
      2003
      
      
      2002Mineral Property InterestsCanadian
        and US GAAP
      
      98
      
      
      156
      
      
      74
      
      
      
      
      
      Shareholders Equity (Deficit)Canadian
        GAAP
      
      4,969
      
      
      7,220
      
      
      14,005
      
      
      763
      
      
      2,337US GAAP
      
      4,969
      
      
      7,229
      
      
      14,089
      
      
      763
      
      
      2,337


STATEMENT OF OPERATIONS DATA

(C$000 except per share amounts)
      
      Year Ended March 31,2006
      
      
      2005
      
      
      2004
      
      
      2003
      
      
      2002Exploration expenditures
      $
      3,012
      
      $
      7,554
      
      $
      460
      
      $
      405
      
      $
      3,736General and administrative expenses
      
      819
      
      
      719
      
      
      418
      
      
      789
      
      
      587Foreign exchange loss
      
      3
      
      
      8
      
      
      10
      
      
      65
      
      
      Interest expense on flow-through shares
      
      
      
      
      93
      
      
      
      
      
      
      
      
      Interest and other income
      
      (130
      )
      
      (243
      )
      
      (75
      )
      
      (5
      )
      
      (47
      )Loss (gain) on marketable securitiesCanadian
        GAAP
      
      (92
      )
      
      (82
      )
      
      (2,053
      )
      
      20
      
      
      US GAAP
      
      (84
      )
      
      (6
      )
      
      (2,137
      )
      
      
      
      
      Write down of accounts receivable
      
      45
      
      
      
      
      
      
      
      
      
      
      
      Write down of mineral property interest
      
      10
      
      
      76
      
      
      
      
      
      
      
      
      Write down of marketable securities
      
      190
      
      
      7
      
      
      
      
      
      581
      
      
      Stock based compensation (recovery)
      
      (16
      )
      
      496
      
      
      407
      
      
      6
      
      
      Net loss (income) for the yearCanadian
        GAAP
      
      3,841
      
      
      8,628
      
      
      (831
      )
      
      1,855
      
      
      3,887US GAAP
      
      3,849
      
      
      8,704
      
      
      (916
      )
      
      1,855
      
      
      3,887**Basic and diluted net income (loss)
        per** **share**Canadian
        GAAP
      
      (0.08
      )
      
      (0.19
      )
      
      0.04
      
      
      (0.12
      )
      
      (0.37
      )US GAAP
      
      (0.08
      )
      
      (0.19
      )
      
      0.04
      
      
      (0.12
      )
      
      (0.37
      )**Weighted average number of common**
        **shares outstanding**
      
      49,880,651
      
      
      45,168,411
      
      
      21,421,096
      
      
      15,170,448
      
      
      10,441,233


The Company has not declared any cash or other dividends.

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- 13 -

Currency and Exchange Rates

On September 30, 2006, the Federal Reserve noon rate for
Canadian Dollars was US$1.00 to Cdn$1.1153. The following tables set out the
exchange rates, based on noon rates as the nominal quotations by the Bank of
Canada website (www.bankofcanada.ca) for the
conversion of Canadian Dollars into U.S. Dollars.

For year ended March 312006
    
    
    2005
    
    
    2004
    
    
    2003
    
    
    2002End of Period
    $
    1.1671
    
    $
    1.2096
    
    $
    1.3105
    
    $
    1.4693
    
    $
    1.5994Average for the Period
    $
    1.1933
    
    $
    1.2786
    
    $
    1.3530
    
    $
    1.5492
    
    $
    1.5655High for the Period
    $
    1.2555
    
    $
    1.3783
    
    $
    1.4585
    
    $
    1.5814
    
    $
    1.6003Low for the Period
    $
    1.1489
    
    $
    1.1961
    
    $
    1.2960
    
    $
    1.4759
    
    $
    1.5244


Monthly High and Low Exchange RateHigh
    LowSeptember 2006
    1.1273
    1.1053August 2006
    1.1315
    1.1066July 2006
    1.1416
    1.1061June 2006
    1.1245
    1.0990May 2006
    1.1233
    1.0990April 2006
    1.1719
    1.1133


**B.** **Capitalization and Indebtedness**

Not applicable.

**C.** **Reasons
for the Offer and Use of Proceeds**

Not applicable.

**D.** **Risk Factors**

An investment in the Company's common shares is highly
speculative and subject to a number of risks. Only those persons who can bear
the risk of the entire loss of their investment should participate. An investor
should carefully consider the risks described below and the other information
that the Company files with the Securities and Exchange Commission and with
Canadian securities regulators before investing in the Company's common shares.
The risks described below are not the only ones faced. 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 their investment.

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

Resource exploration is a speculative business and involves a
high degree of risk. There is no known body of commercial ore on any of the
Company's mineral properties and there is no certainty that the expenditures to
be made by us in the exploration of the Company's mineral properties will result
in

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- 14 -

discoveries of commercial quantities of minerals. The
exploration for and development of mineral deposits involves significant risks,
which even a combination of careful evaluation, experience and knowledge may not
eliminate. Although the discovery of an ore body may result in substantial
rewards, few properties explored are ultimately developed into producing mines.
Significant expenditures may be required to locate and establish ore reserves,
to develop metallurgical processes and to construct mining and processing
facilities at a particular site. It is impossible to ensure that the current
exploration programs planned by us will result in a profitable commercial mining
operation. Significant capital investment is required to achieve commercial
production from successful exploration efforts.

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

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

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

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

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

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

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

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

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

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

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

Although at March 31, 2006 the Company had working capital of
approximately $4.8 million, the costs required to complete exploration and
development of the Company's projects may be well in excess of this amount.
Accordingly, unless additional funding is obtained, the going concern assumption
may have to change and the Company's assets may have to be written down to asset
prices realizable in insolvency or distress circumstances.

A substantial or extended decline in gold or copper
prices would have a material adverse effect on the Company's business.

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

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

The Company may experience asset impairments as a result of low
gold or copper prices in the future.

In addition, sustained low gold or copper prices can:

- Reduce revenues further through production cutbacks due to cessation of the
  mining of deposits or portions of deposits that have become uneconomic at the
  then-prevailing gold or copper price;
- Halt or delay the development of new projects;
- Reduce funds available for exploration, with the result that depleted
  reserves are not replaced; or
- Reduce existing reserves, by removing ores from reserves that cannot be
  economically mined or treated at prevailing prices.

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Mining operations generally involve a high degree of
risk.

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

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

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

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

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

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

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

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

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

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

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

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

The Companys share price has historically been
volatile.

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

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

Some of the Company's directors and officers are engaged, and
will continue to be engaged, in the search for additional business opportunities
on their own behalf and on behalf of other companies, and situations may arise
where these directors and officers will be in direct competition with us.
Conflicts, if any, will be dealt with in accordance with the relevant provisions
of the British Columbia Business Corporations Act. In order to avoid the
possible conflict of interest which may arise between the directors duties to

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Amarc and their duties to the other companies on whose boards
they serve, the Company's directors and officers have agreed that participation
in other business ventures offered to them will be allocated between the various
companies on the basis of prudent business judgment, and the relative financial
abilities and needs of the companies to participate.

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

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

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

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

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

Potential investors who are U.S. taxpayers should be aware that
the Company expects to be a passive foreign investment company (PFIC) for the
current fiscal year, and may also have been a PFIC in prior years and may also
be a PFIC in future years. If the Company is a PFIC for any year during a U.S.
taxpayers holding period, then such U.S. taxpayer, generally, will be required
to treat any so-called excess distribution received on its common shares, or
any gain realized upon a disposition of common shares, as ordinary income and to
pay an interest charge on a portion of such distribution or gain, unless the
taxpayer makes a qualified electing fund (QEF) election or a mark-to-market
election with respect to the Company's shares. In certain circumstances, the sum
of the tax and the interest charge may exceed the amount of the excess
distribution received, or the amount of proceeds of disposition realized, by the
taxpayer. A U.S. taxpayer who makes a QEF election generally must report on a
current basis its share of the Company's net capital gain and ordinary earnings
for any year in which the Company is a PFIC, whether or not the Company
distributes any amounts to the Company's shareholders. A U.S. taxpayer who makes
the mark-to-market election, generally, must include as ordinary income in each
year, the excess of the fair market value of the common shares over the
taxpayers tax basis therein. U.S. taxpayers are advised to seek advice from
their professional tax advisors.

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

As of September 30, 2006 Amarc has no share purchase options
and warrants outstanding. However, Amarc does have a share purchase option plan
which allows the management to issue options to its employee and non employee
based on the policies of the Company. If the options are issued, they will
likely act as an upside damper on the trading range of the Company's shares. As
a consequence of the passage of time since the date of their original sale and
issuance, none of the Company's shares remain subject to any hold period
restrictions in Canada or the United States. The unrestricted resale of
outstanding shares from the exercise of dilutive securities may have a
depressing effect on the market for the Company's shares.

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

**A.** **HISTORY
AND DEVELOPMENT OF THE COMPANY**

NAME, INCORPORATION AND OFFICES

Incorporation

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

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

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

Offices

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

COMPANY DEVELOPMENT

Amarc has been engaged in the business of mineral exploration
since incorporation. The Company is presently engaged in active exploration of a
number of other early stage exploration properties, located in British Columbia,
Canada. All of the Companys mineral properties are in the exploration stage.

The acquisition of these properties and the important
developments in Amarcs ownership of these properties are summarized below:

Historical Exploration Activities

From 1993 to 2002, Amarc explored a series of resource
prospects without success. Amarc held a 100% interest in several properties
located in Yukon, Canada, but allowed its interest in these claims to lapse in
fiscal 1999. Amarc holds interests in other claims in the Yukon and in Manitoba
but wrote them down in 1998 to nominal values. Amarc also conducted exploration
on the optioned Amatepec property in Mexico from late 1996 to 1998, but
relinquished its option on the property and wrote down the related exploration
costs in the 1999 fiscal year.

Inde Prospect, Durango, Mexico

In November 2001, Amarc obtained an option to acquire the Inde
Prospect located in Durango, Mexico. The Inde property comprised approximately
270 hectares located in Durango State, Mexico, and

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consisted of five mineral concessions, of which three were
owned outright and two were held under option by the Company. In December 2003,
and concurrent with an amendment to the underlying option agreement, the Company
entered into an option agreement with Minera Bugambilias, S.A. de C.V.
("Bugambilias") whereby Bugambilias could have earned up to a 70% interest in
the Inde Property by exercising two options. Bugambilias was required to make
all required option payments to the underlying property vendor. In October 2004,
Bugambilias terminated its option. The Company then terminated its option
agreement with the underlying vendor of the Inde property, and pursuant to that
agreement, also relinquished, to the underlying vendor, the three concessions
which it owned. The Company also received legal and environmental releases from
the vendor and, as a result of these termination agreements, has no further
interest in the Inde Property.

Fox River Prospect, Manitoba, Canada

In November 2001, Amarc obtained an option to acquire an
interest in the Fox River Prospect in Manitoba, Canada. The option on Fox River
was beneficially held by Amarc, indirectly through an affiliated resource
investment limited partnership. This option was terminated in January 2003 and
the Company has no further interest in the Fox River Prospect.

Buck Property, British Columbia, Canada

In January 2004, the Company entered into an agreement to
acquire a 100% interest in the Buck mineral property. The 4,750 hectare Buck
property, located 20 kilometers south of Houston, was acquired from United
Mineral Services Ltd., a private company owned by a director of the Company, by
reimbursing the cost of: staking the property, line-cutting to establish a
survey grid over it and performing an induced polarization geophysical survey on
the property.

In July 2004, the Company reached an agreement with Chatworth
Resources Inc. (Chatworth, then GMD Resource Corp.), pursuant to which
Chatworth can earn a 50% interest in the Buck claims by (i) issuing 100,000
units comprised of 100,000 common shares of Chatworth at a deemed price of $0.05
per share, and 100,000 two-year share purchase warrants exercisable at $0.10 per
share in the first year and $0.15 per share in the second year, and (ii)
incurring exploration expenditures totaling $500,000 over five years, with a
minimum annual expenditure of $100,000.

Upon acceptance of the option agreement by the TSX Venture
Exchange on July 16, 2004, 100,000 common shares and 100,000 warrants of
Chatworth were received by the Company. The 100,000 pre-consolidation Chatworth
shares, with a value of $5,000, were credited against the acquisition cost of
the property. Subsequently, Chatworth completed a 6-for-1 share consolidation.
The fair value of the Chatworth warrants was estimated on the TSXV acceptance
date at $5,000 and has been credited against the acquisition cost of the
property.

Chatworth did not perform its obligations under the July 2004
option agreement causing the agreement to lapse. Chatworth had since amalgamated
with ComWest Capital Corp. to form ComWest Enterprise Corp. In November 2005,
Chatworth amalgamated with ComWest Capital Corp. to form ComWest Enterprise
Corp. (ComWest). Under the amalgamation agreement, the Companys 16,667
post-consolidated Chatworth warrants (100,000 pre-consolidation) were exchanged
for 12,426 ComWest warrants, which entitled the Company to acquire a ComWest
Class B voting common share at $1.207 per share until July 16, 2006. These
warrants expired unexercised.

Although largely overburden covered, the property is indicated
to be underlain by Jurassic Hazelton Group and Cretaceous to Tertiary Ootsa Lake
Group volcanic rocks, intruded by Late Cretaceous Bulkley formation intrusive
rocks. This setting is similar to the setting that hosted the Equity Silver
deposit, a past

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producer of Placer Dome, located approximately 25 kilometers
southeast of the Buck property. The Equity Silver mine produced 93,000 tons of
copper, 71.4 million ounces of silver and 0.5 million ounces of gold from 33.8
million tones of ore during the period 1980 to 1994. Two geophysical (induced
polarization chargeability) anomalies are known to occur on the property.

The Company has allowed the property to lapse.

RAD Property, British Columbia, Canada

In January 2004, the Company entered into an agreement to
acquire a 100% interest in the RAD property from United Mineral Services Ltd., a
private company owned by a director of the Company, by reimbursing the staking
cost of $8,000.

The 2,000 hectare RAD property, located 250 kilometers west of
Williams Lake, comprises Jurassic tuffs and volcanic breccia, Upper Cretaceous
andesites and basaltic breccias, and overlying Tertiary basalts and andesites. A
geologic reconnaissance performed in 2004 confirmed that a historic induced
polarization survey had adequately covered the target area and, consequently, no
further exploration is planned at this time.

The Company plans to allow the property to lapse.

Sitka Property, British Columbia, Canada

In January 2004, the Company entered into an agreement to
acquire a 100% interest in the Sitka property by paying $20,000 in cash and by
the issuance of 80,000 shares of the Company to an arm's length party.

The 1,275 hectare Sitka Gold property ("Sitka"), located 30
kilometers northeast of Port Hardy, contains structurally controlled gold
bearing quartz veins hosted by Devonian to Jurassic rocks, enclosed in a roof
pendant in the Jurassic to Cretaceous Coast Plutonic Complex. A review of the
existing exploration information on the property was performed and it was
determined that the property did not warrant further exploration work by the
Company. The property has been allowed to lapse.

The Nechako Gold Project (formerly, the "BOB" and "JMD"
Properties), British Columbia, Canada

In January 2004, the Company entered into an agreement to
acquire a 100% interest in the Nechako mineral property. The 1,300 hectare
Nechako property, located 80 kilometers west of Quesnel, was acquired by issuing
a total of 200,000 shares of the Company to two arm's length parties. Of these
200,000 shares, 50,000 were not due to be issued until the Company reached a
third party joint venture agreement or completed a total of $250,000 in
exploration expenditures on the property.

In November 2004, the Company signed an option agreement
whereby Endurance Gold Corporation (Endurance Gold), an arm's length private
company, can acquire a 60% interest in the property by issuing to the Company
250,000 shares in Endurance Gold, and by incurring $250,000 in exploration work
on the property over the next three years. The agreement is conditional upon
Endurance Gold becoming a publicly-listed company, a condition that Endurance
Gold fulfilled on July 27, 2005 when it listed on the TSX Venture Exchange. On
August 18, 2005, the Company received its first payment of 50,000 common shares
of Endurance Gold at a deemed price of $0.23 per share. $11,500 was credited
against the acquisition cost of the property.

At the end of the option period, the Company and Endurance Gold
could enter into a joint venture to develop the property with the Company owning
40% and Endurance Gold owning 60%. The two arm's

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- 22 -

length parties from whom the property was acquired waived their
right to the 50,000 shares of the Company referred to above.

Since January 2005, Endurance Gold registered an additional
3,275 hectares of mineral claims within the area of common interest surrounding
the property. These will form part of the property and are subject to the terms
of the agreement with Endurance Gold.

Endurance Gold has performed geologic, geochemical and
geophysical surveys on the property as well as performing a 422-metre drilling
program during November and December 2005. As a result of the expenditures
incurred during these programs, Endurance has completed the $250,000 exploration
expenditure requirement of the option agreement. The Company received an
additional payment of 200,000 common shares of Endurance in December 2005.
Endurance has therefore completed its requirements for vesting its 60% interest
in the property.

The Company reviewed the Endurance Golds exploration results
and elected not to participate in the additional expenditures required to
complete the drilling in December 2005. As a result, the Companys interest in
the property has been reduced to 32.61% .

The property is underlain by Cretaceous sedimentary rocks.
Exploration work has identified a large area of epithermal alteration with
anomalous gold and gold indicator element mineralization as exhibited from soil
and rock chip samples.

GBR Property, British Columbia, Canada

In April 2004, the Company entered into an agreement to acquire
the 1,000 hectare GBR Property located approximately 70 kilometers northwest of
Dease Lake on the Golden Bear Road. The Company had the option to acquire a 100%
interest in the claims from the Iskut North Syndicate, an arm's length party, by
making cash payments totaling $225,000, of which $15,000 was paid, and by
issuing 450,000 shares of the Company, of which 30,000 were issued during the
fiscal year ended March 31, 2005. The property was also subject to a 2% net
smelter royalty (NSR) which the Company, at its option, could have purchased
for $2 million. The Company staked an additional 5,825 hectares in 28 claims to
add to the property within the area of common interest that became subject to
the terms of the agreement.

Previous exploration activities on the GBR property had
identified large copper and gold soil geochemical anomalies. The Company began a
first phase exploration program in June 2004, consisting of geological mapping,
approximately 62 line-kilometers of geochemical grids and 47 line-kilometers of
ground geophysical surveys (induced polarization and magnetometer).

Results of the programs were reviewed and deemed not to be
sufficiently positive to warrant further exploration on the property by the
Company. In March 2005, the Company notified the Iskut North Syndicate of its
intention to terminate the option. In May 2005, the Company terminated the GBR
agreement after filing the requisite assessment work with the British Columbia
government to keep the claims in good standing. The Company has no further
interest in the property.

Bonanza Property, British Columbia, Canada

In October 2004, the Company signed a Letter of Intent to enter
into an option agreement with Candorado Operating Co. Ltd. (Candorado), which
owns an option to acquire 100% of the Bonanza property from the underlying
owners, subject to a 2% net smelter royalty that can be purchased for $2
million. The property is located approximately 25 kilometers southeast of the
village of Iskut in northwest British Columbia. Pursuant to the Letter of
Intent, the Company could have acquired 51% of Candorados

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- 23 -

interest by expending $125,000 in exploration work. After the
Company had earned its 51% interest, the parties could have formed a joint
venture to undertake ongoing exploration of the property.

In February 2005, the Company terminated the Bonanza agreement,
  after filing the requisite assessment work on the claims. The Company has no
  further interest in the Bonanza property.

Spius Property, British Columbia, Canada

In June 2004, the Company entered into an option agreement with
two arm's length parties to acquire a 100% interest in the 1,000 hectare Spius
gold-copper porphyry property, located near Merritt. The Company could have
acquired its interest in the Spius property by making staged cash payments
totaling $35,000 and issuing 80,000 common shares over three years, of which
10,000 shares were issued during the fiscal year ended March 31, 2005. The
property was also subject to a 2% NSR that the Company, at its option, could
have purchased for $2 million.

Reconnaissance geologic surveys were performed over the
property during calendar 2004. An evaluation of these results was completed and
the results did not warrant further exploration by the Company on this property.

In July 2005, the Company terminated the Spius agreement and
has no further interest in the property.

The Witch Properties, British Columbia, Canada

In September 2004, the Company acquired a 100% interest in the
Witch porphyry gold-copper property for a cash payment of $10,000. The property
comprises approximately 4,600 hectares and is located in the Witch Lake/Chuchi
Lake region, approximately 80 kilometers north-northwest of Fort St. James. The
Company added to the property by staking an additional 1,750 hectares in four
claims.

Exploration work performed by previous owners includes soil
sampling, magnetometer surveys, induced polarization surveys, trenching and
mapping. Several anomalous areas were outlined, some of which had received
historical drilling. Anomalous copper values over discontinuous intervals were
encountered in the drilling. Prospective areas of the property remained to be
tested by geophysics, and untested targets remained to be drilled. These
prospective areas were explored by the Company using geophysical techniques, and
anomalous zones were drill tested to determine their geologic character. An
evaluation of the results from the characterization drilling indicates that the
original Witch property does not warrant additional work by the Company.

During the quarter ended December 31, 2004, the Company staked
an additional 36,350 hectares in the Witch Lake region, over areas prospective
for porphyry gold-copper targets in a region underlain by Jurassic Takla Group
and Chuchi Group volcanic and sedimentary rocks intruded by Triassic to
Cretaceous intrusive rocks. These claims reach to the south of the Mt. Milligan
deposit (measured and indicated resource of 408 million tones containing 0.18%
copper and 0.40 g/t gold  Placer Dome 2003 Annual Report) and
comprise the Chona, Kal, M2, M3, M4, M5, Tsil and additional Witch claims. In
November 2004, the Kal, M2, M3, M4, M5 and Tsil properties became subject to a
farm out agreement with Rockwell Ventures Inc., as described below under
Rockwell Agreement. These claims were surveyed by geophysical techniques then
tested by drilling during fiscal 2005. An evaluation of these results was
completed, indicating that no further exploration by the Company was warranted,
and the M2, M4, M5 Kal and Tsil claims were allowed to lapse in 2005.

During the quarter ended March 31, 2005, the Company registered
an additional 31,611 hectares in the same region (the Chica, additional Chona,
Tchent, Wolf and Xander claims). During the 2005

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exploration season, the Company performed extensive detailed
geophysical and geochemical surveys on the properties and selected drill targets
exhibiting the types of anomalies characteristic of porphyry gold-copper
deposits. The Company completed a program of nine drill holes (964 meters) in
October 2005. No significant results were obtained from the drilling.

The Company has filed assessment work on 21,025 hectares of the
  Chona claims to maintain this area in good standing. In addition, the Company
  is holding an additional 1,050 hectares of the Witch and Chona claims that are
  in good standing.

Natlan Property, British Columbia, Canada

In October 2004, the Company signed a Letter of Intent to enter
into an option agreement to acquire the Natlan gold property located 25
kilometers northeast of Hazelton. In October 2004, the Company staked an
additional 1,400 hectares of claims in the area of common interest surrounding
the original property that was included in the terms of the Letter.

In March 2005, a definitive option agreement was signed,
whereby the Company could purchase 100% of the Natlangold property by
making staged cash payments totaling $500,000 over five years, of which $10,000
was paid. The property was subject to a 2% NSR, which could be purchased by the
Company for $2 million.

The Natlan property features a gold (and associated indicator
elements) geochemical anomaly in an area of Early Jurassic to Late Cretaceous
Bowser Lake Group sedimentary rocks that have been intruded by late Cretaceous
Bulkley plutonic rocks. Work during the 2005 exploration season included a soil
geochemical survey and drilling. Anomalous soil and rock conditions were
encountered during the work; however, no economic mineralization was found. The
Company terminated the option agreement during the fiscal quarter ended December
31, 2005.

Cariboo Properties, British Columbia, Canada

In February and March 2004, the Company staked the 2,000
hectare Crystal Property, the 2,000 hectare Orr Property, the 1,125 hectare Hook
Property, the 2,125 Sky Property and the 2,175 hectare Jim Property. The Crystal
and Orr claims are located approximately 45 kilometers southeast and 35
kilometers southeast, respectively, of the town of 100 Mile House. The Hook, Sky
and Jim Properties are located 12 kilometers northeast, 15 kilometers northwest
and 6 kilometers northeast, respectively, of the town of Horsefly. Subsequently,
the Company added, by staking, 100 hectares in four claims to the Jim property
and 2,500 hectares in five claims to the Crystal property.

The geological setting consists of Mesozoic Nicola Group
volcanic and sedimentary rocks in the vicinity of Triassic and Jurassic
intrusive plugs and stocks, a setting known to be prospective for porphyry
gold-copper occurrences. The target areas are defined by airborne magnetometer
geophysical anomalies. Preliminary ground surveys, consisting of geological
mapping, geochemical sampling and geophysical surveys, were carried out in May
and June of 2004.

In November 2004, the Crystal and Hook properties became the
subject to a farm out agreement with Rockwell Ventures Inc., as described below
under Rockwell Agreement.

During the quarter ended December 31, 2004, reconnaissance
drilling was performed on the Orr, Hook and Crystal properties to characterize a
number of geophysical anomalies present on the properties. An evaluation of
these results was completed and the Company and Rockwell determined that they
had no

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- 25 -

further interest in the Crystal property. The Company also
determined that the results on the Orr property did not warrant further
exploration.

During the fiscal year ended March 31, 2005, a portion of the
Crystal property and the Orr property were allowed to lapse. In April 2005, the
remainder of the Crystal property and the Sky property were allowed to lapse.

In March 2005, the Company entered into an agreement with
Wildrose Resources Ltd., whereby the Hook and Jim properties were sold to
Wildrose for the sum of $10 and the right, in favour of the Company and
Rockwell, to enter into an option agreement to purchase Wildroses Cowtrail and
Pat claims, also located in the Cariboo region near Horsefly. The Company and
Rockwell did not exercise the right to enter into the option agreement.

In November 2004, the Company staked the Giff, Naud and Tin
properties comprising 5,196 hectares located in the Cariboo region approximately
85 kilometers east of Williams Lake, to cover regional geophysical targets
prospective for porphyry gold-copper-molybdenum deposits. In February 2005 the
Company registered the Magoro, RS, Tisdall and TKL properties, comprising a
total of 7,462 hectares, in the same area.

These properties were explored during the calendar 2005 field
season using geological, geochemical and geophysical techniques. The results of
the surveys did not warrant drilling the properties and no further work will be
done by the Company. The Giff, Naud, Tin, Magoro, RS, Tisdall and TKL properties
have been allowed to lapse.

In May 2005, the Company entered into an option agreement with
Taseko Mines Limited, a public company with certain directors in common with the
Company, to earn a 50% interest in the Wasp and Anvil properties. The Company
will be the operator and can acquire its interest by incurring $150,000 of
exploration expenditures over a two year period.

The Wasp and Anvil properties are located approximately 15
kilometers southeast of Tasekos Prosperity project, situated 130 kilometers
southwest of Williams Lake. The Prosperity project hosts a large porphyry
gold-copper deposit.

The Company performed a geological reconnaissance survey on the
Wasp property during calendar 2005 and plans to perform a geological
reconnaissance survey on the Anvil property during calendar 2006.

Max Property, British Columbia, Canada

In January 2005, the Company entered into an agreement whereby
it obtained an option to acquire a 100% interest in the 121 hectare
Homestake/Kamad crown-granted mineral claims located 65 kilometers northeast of
Kamloops, by making staged cash payments totaling $135,000 and issuing 200,000
common shares of the Company over a period of 2 years, of which $60,000 has been
paid and 50,000 common shares have been issued to June 30, 2005. The agreement
included a 2% net smelter royalty payable from production on the property, which
royalty was purchasable by the Company for $1 million.

The Homestake/Kamad property hosts a precious metals rich
volcanogenic massive sulphide occurrence containing barite, silver and base
metals. The property has been explored intermittently in the past by surface and
underground work. The Company performed a first phase of drilling on the
property during the period January to March 2005. A total of 13 holes were
drilled comprising 2,728 meters. At least two precious metals-rich, volcanogenic
massive sulphide horizons containing silver, gold, copper, lead, zinc and barite
were intersected. The two sub-parallel mineralized horizons trend northwest and
dip at shallow

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- 26 -

to moderate angles to the northeast. A lower mineralized
horizon lies approximately 40 meters below the upper horizon. The thirteen holes
(MX5-01 to MX5-13) traced the mineralized horizons approximately 300 meters down
dip.

In December 2004, the Company entered into a letter agreement
with Eagle Plains Resources Ltd. (Eagle Plains) for an option to acquire a 60%
joint venture position with Eagle Plains to develop the 5,075 hectare Acacia
property that is contiguous with and surrounds the Homestake/Kamad claims. The
Company could have acquired its interest by making staged payments totaling
$125,000 and 350,000 common shares of the Company and by expending $2,500,000 in
exploration and development work over the next four years. The Company could
have increased its interest to 75% by carrying the project to feasibility. A
definitive agreement was signed in April 2005. Initial cash payments of $25,000
and the issuance of 25,000 common shares of the Company were made. The Company
was required to spend a minimum of $100,000 before April 2006 to maintain the
option.

During February 2005, the Company staked an additional 3,245
hectares of claims in the area of common interest surrounding the original
Acacia property that will be included in the terms of the agreement.

The Acacia property is underlain by the Paleozoic Eagle Bay
Assemblage comprising metamorphosed volcanic and sedimentary rocks, known to
host the nearby Samatosum and Rea precious and base metals volcanogenic massive
sulphide deposits.

The Company performed an additional drilling program on the
Homestake and Acacia properties in September and October 2005. Three NQ2 diamond
core holes (993 meters) were drilled toward the east of holes MX5-01 to MX5-13
to further test the faulted extensions of the polymetallic massive sulphide and
barite lenses. The mineralized horizons were intersected by the drill holes,
yielding geochemically anomalous precious and base metal results. These results
were reviewed by the Companys personnel and it was determined that no further
work would be performed on the property.

The Company has given notice of termination of the option
agreements on the Homestake/Kamad property and the Acacia property.

Tulox Property, British Columbia, Canada

The Tulox property, located in the Cariboo region, comprising
20,726 hectares, was registered for acquisition during the period July 2005 to
March 2006 to cover multi-element regional stream sediment geochemical
anomalies.

Follow-up work by the Company comprised geological mapping,
soil and stream sediment geochemical surveys and prospecting. The source of the
anomalies has not been located. The Company is performing additional surveys in
fiscal 2007.

Iskut Properties, British Columbia, Canada

The Company registered for acquisition a total of 5,175
hectares in five properties in the Iskut River area of northwestern B.C. during
the period August 2005 to March 2006. These properties comprise the AA, MEZ, TRI
A, Copper 152 and Copper 246 properties.

The Company also entered into a letter agreement in May 2006
with an arms length party, giving the Company the right to explore the 2,302
hectare SEDEX property that adjoins the AA property, and the right to enter into
a formal option agreement on or before December 31, 2006 to purchase the SEDEX
property by paying the arms length party $100,000 and 265,000 shares of the
Company in stages by

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- 27 -

December 31, 2010. The purchase is subject to a 1.5% Net
Smelter Royalty in favor of the arms length party, 0.5% of which can be
purchased by the Company for $1,000,000. Advance royalty payments of $20,000
annually are payable to the arms length party commencing on or before December
31, 2011.

Geological and geochemical reconnaissance programs are being
performed on the Iskut properties during calendar 2006.

Other

The Company also has a 5% net profits interest ("NPI") in the
46 mineral claims comprising the Ana Property in the Yukon Territory, Canada,
and a 2.5% NPI in a mineral lease comprising the Mann Lake Property in
Saskatchewan. At the present time, the Company has no plans to undertake any
programs on these properties.

**B.** **BUSINESS
OVERVIEW**

Amarc is in the business of acquiring and exploring mineral
exploration properties. Amarc is currently focusing on exploration in British
Columbia, Canada. The Company has assembled a portfolio of key projects through
option agreements and ground staking and is carrying out preliminary exploration
programs on high priority targets, with the objective of ascertaining whether
any of the properties possess commercially viable mineral deposits. As Amarc is
an exploration stage company, there is no assurance that commercially viable
mineral deposits exist on its optioned properties or that commercially viable
mineral deposits will be found. Further, exploration activities and engineering
studies will have to be completed before an evaluation could be undertaken to
assess the economic and legal feasibility of any mineral deposits that are
found.

British Columbia Mineral Tenure

Mineral claims in British Columbia may be kept in good standing
by incurring assessment work or by paying cash-in-lieu of assessment work in the
amount of $100 per mineral claim unit (25 hectares) per year during the first
three years following location of the mineral claim. This amount increases to
$200 per mineral claim unit in the fourth and succeeding years.

On January 12, 2005, the Province of British Columbia adopted a
new on-line mineral tenure system that includes mineral tenure acquisition and
tenure maintenance procedures, as well as a method of converting previous format
claims (legacy claims) to new format claims (cell claims). Many of the Companys
mineral tenures will be converted to cell claims resulting in new tenure numbers
and slightly larger claim boundaries. Assessment work requirements will remain
the same, but will be stated as $4 per hectare per year during the first three
years following location of the mineral claim, and $8 per hectare per year in
the fourth and succeeding years.

Crown-granted mineral claim tenure is 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 can be subsequently acquired by
normal procedures.

Environmental Matters

Environmental matters for mineral exploration companies in
British Columbia are administered by the Ministry of Energy, Mines and Petroleum
Resources. The Company files notice of its work programs

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- 28 -

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
geological, geochemical and geophysical surveys. A bond is required for
blasting, machine work and drilling. The required level of reclamation usually
involves leaving the sites in a geo-technically stable condition, and grooming
the sites to prevent forest fire hazards and to ensure that natural regeneration
of previous plant species can progress over a reasonable period of time.

Exploration Activities during Fiscal 2006

Amarcs exploration activities completed since the beginning of
fiscal 2006 include the following:

Name of Mineral Property
    Description of Exploration
      ActivityRAD and Sitka Properties
    A geologic reconnaissance of the RAD property performed
      in 2004 confirmed that a historic induced polarization survey had
      adequately covered the target area and consequently no further exploration
      is planned at this time. A geological review of the Sitka property
      concluded that no further exploration work is warranted at this time. The
      RAD property is being held on assessment credits and the Sitka property
      has been allowed to lapse.GBR Property
    During the second quarter of fiscal 2005, the Company
      completed a preliminary exploration program on the property consisting of
      soil sampling, magnetometer and induced polarization surveys on the
      property. Results of the program were evaluated, and deemed to be not
      sufficiently positive to warrant further exploration by the Company.
      During fiscal 2006, after filing assessment work, Amarc terminated the GBR
      property agreement.Spius Property
    During fiscal 2005, the Company completed reconnaissance
      geologic surveys over the property. The Company completed an evaluation of
      the results of the surveys and concluded that the property did not warrant
      further exploration. During fiscal 2006, the Spius option agreement was
      terminated. The property was returned in good standing to the underlying
      vendors.Witch Properties
    The Company completed testing by geophysical surveys and
      reconnaissance drilling of the Kal, M2, M3, M4, M5 and Tsil properties
      during fiscal 2005. An evaluation of the results of this exploration
      resulted in the conclusion that the Kal, M2, M3, M4, M5 and Tsil
      properties did not warrant further exploration. Additional claims were
      registered for acquisition during fiscal 2006. Amarc performed extensive
      detailed geophysical and geochemical surveys on these properties and
      completed a program of nine drill holes (964 meters) in October 2005. No
      significant results were obtained by the drilling. The Company has
      filed assessment work on 21,025 hectares of the Chona claims and is
      holding an additional 4,714 hectares of the Witch and Chona claims that
      are in good standing.


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- 29 -

Name of Mineral Property
    Description of Exploration ActivityNatlan Property
    Amarc conducted a drill program comprising 387 meters in
      2 holes to test a geochemical anomaly on the property. The results of the
      drilling did not warrant any further work on the property. The property
      was returned in good standing to the vendor.Max Property
    Amarc conducted drilling programs comprising 16 holes
      totaling 3,721 meters. At least two precious metals-rich, volcanogenic
      massive sulphide horizons containing silver, gold, copper, lead, zinc and
      barite were intersected; however, the drilling indicated that the tonnage
      potential of the deposit was limited. The properties were returned in good
      standing to the vendors.Cariboo Properties
    The Giff, Naud, Tin, Magoro, RS, Tisdall and TKL
      properties were explored in fiscal 2006 using geological, geochemical and
      geophysical techniques. No drill targets were identified and the
      properties have been allowed to lapse. A geological reconnaissance
      survey was completed on the Wasp property, determining that no further
      work was warranted.Tulox Property
    The Tulox property was registered for acquisition during
      the period July 2005 to March 2006. During fiscal 2006 the Company
      performed geological mapping, soil and stream sediment geochemical surveys
      and prospecting.Iskut Properties
    The Iskut Properties were registered for acquisition
      during the period August 2005 to March 2006.


Plan of Operations for Fiscal 2007

Amarc plans to complete the following exploration activities
  during fiscal 2007:

Name of Mineral Property
    Planned Exploration
      Activity
    Budget (Cdn$)Tulox Property
    The Company plans to perform soil geochemical surveys and
      prospecting on the Property.
    100,000Iskut Properties
    The Company plans to perform geologic mapping, soil and
      stream sediment geochemical surveys, and prospecting and rock sampling on
      the Iskut Properties.
    100,000BC Initiative and Acquisitions Program
    Research, planning, data compilation and business
      support, including the review, inspection and acquisition of key
      properties.
    1,000,000Total
    
    1,200,000


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- 30 -

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

Amarc anticipates spending approximately $1.2 million in the
completion of its planned exploration programs during fiscal 2007. Amarc plans
to use its existing cash and working capital to fund these exploration programs.
The Company completed significant private placement financings during 2003 and
2004 that enabled the Company to acquire interests in its British Columbia
mineral properties and to proceed with exploration activities on these
properties. During 2004 and 2005, the Company has raised additional financing
through the exercise of previously outstanding options and share purchase
warrants.

The Company had cash and cash equivalents of $4.5 million and
working capital of $4.8 million as at March 31, 2006 and cash of approximately
$4.2 million as at June 16, 2006.

C.          
Organizational Structure

The Company operates directly and has no material
subsidiaries.

D.          
Property, plant and equipment

All of the Companys properties are located in British
Columbia. For further information about the Companys mineral projects, see
Further Particulars of Amarcs Properties below. None of the projects have any
material tangible fixed assets located thereon although there is still
miscellaneous exploration equipment and motor vehicles held in Mexico.

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- 31 -

E.          
Further Particulars of Amarcs Properties

The locations of the currently active properties, described in
this section, are shown on Figure 1 below:



Figure 1. Location of British Columbia Properties

(1)          
The Tulox Property, British Columbia

Property

The Tulox property comprises 21,000 hectares.

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- 32 -

Location and Access

The Tulox property is located in the Bonaparte River area,,
approximately 65 kilometers north-northwest of Kamloops, British Columbia. The
property is accessed by a network of logging and ranching roads.

A map showing the location of the Tulox Property is provided
below.



Figure 2. Location of Tulox Property

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- 33 -

Geology

The Tulox Property is underlain primarily by Upper Triassic
Nicola Group sedimentary and volcanic rocks intruded by Jurassic intrusive
rocks. Parts of the property are covered by Miocene volcanic rocks.

Exploration in 2005 (Fiscal 2006)

Exploration work performed during fiscal 2006 comprised
geological mapping, soil and stream sediment geochemical surveys and
prospecting. Several anomalous areas were outlined.

Plan of Operation for 2006 (Fiscal 2007)

The Company plans to perform additional soil geochemical
surveys and prospecting on the Tulox property.

(2)          
The Iskut Properties, British Columbia

Property

The Iskut Properties comprise six properties, the AA, MEZ, TRI
A, Copper 246 and Copper 152, totaling 5,175 hectares, as well as the 2,302
hectare SEDEX property.

Location and Access

The Iskut Properties are located adjacent to the
Stewart-Cassiar highway from 170 kilometers to 380 kilometers north of Terrace,
British Columbia.

A map showing the location and access to the Iskut Properties
is provided below:

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- 34 -



Figure 3. Location of Iskut Properties

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- 35 -

Geology

The AA/SEDEX, MEZ and TRI A properties are underlain by Middle
  to Upper Jurassic Bowser Lake Group sandstones, siltstones and conglomerates
  of the Ritchie-Alger Assemblage. The Copper 152 property is underlain by unnamed
  Middle Triassic undivided volcanic rocks and the Copper 246 property is underlain
  by Paleozoic limestone and marine sedimentary and volcanic rocks in contact
  with Lower to Middle Jurassic Hazelton Group calc-alkaline volcanic rocks.

Plan of Operation for fiscal 2007

The properties will be the subject of reconnaissance
geological, geochemical and prospecting surveys to determine the nature of any
future programs. The field portion of these programs is expected to cost
Cdn$100,000.

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- 36 -

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

The following discussion should be read in conjunction with the
audited consolidated financial statements and related notes, accompanying this
Annual Report. The Company prepares and files its consolidated financial
statements with various Canadian regulatory authorities in accordance with
Canadian generally accepted principles (GAAP). References should be made to
note 10 to the annual consolidated financial statements which provide
reconciliation between US GAAP and Canadian GAAP and their effect on the
consolidated financial statements.

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 to acquire, explore and conduct detailed engineering and
economic analysis of mineral deposits which have large tonnage and multi-year
operation potential. None of the Companys mineral properties have any reserves
or have been proven to host mineralized material which can be said to be ore
or feasibly economic at current metals prices. The Company incurs significant
exploration expenditures as it carries out its business strategy. As Amarc is an
exploration stage company, it does not have any revenues from its operations to
offset its exploration expenditures. Accordingly, the Companys ability to
continue exploration of its properties will be contingent upon achieving
additional financing.

As an expenditure-based corporation, Amarcs results of
operations are often evaluated on an event driven basis. Results of operations
are difficult to quantify given that the product of these expenditures relates
to the nature, extent and statistical confidence (primarily from diamond drill
exploration programs) in a deposits size and continuity. It is difficult to
evaluate the success of operations in a fiscal year by reference to the
financial statements, given that results are more appropriately measured by an
evaluation of the minerals discovered and/or confirmed. The Companys operating
activities do not occur on a regular or periodic basis and are subject to the
economic realities of metals prices and equity financing conditions for natural
resource exploration issuers. Accordingly, it may not be meaningful to seek
observable trends in financial operating statistics.

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

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- 37 -

A.          
RESULTS OF OPERATIONS

Year Ended March 31, 2006 (2006) versus Year Ended March
31, 2005 (2005)

The Company had net loss of $3,840,903 in 2006 compared to net
loss of $8,627,639 in 2005. The loss in 2006 was lower as a result of decreased
exploration expenditures in British Columbia. Excluding stock-based compensation
and gain on sales of marketable securities, Amarc had a net loss in 2006 of
$3,950,072, compared to a net loss of $8,213,162 in 2005.

Exploration expenses for 2006, excluding stock-based
compensation, decreased to $3,012,825, from in $7,553,950 in 2005, due to a
decrease in the number of exploration programs being carried out in British
Columbia. The major exploration expenditures during the year were geological
(2006  $1,117,544; 2005  $3,082,953) and site activities (2006  $727,397;
2005  $2,106,647). The decrease in geological expense during the year was due
to wages paid for less geological and geophysical work conducted in 2006. Site
activities decreased in 2006 due to less site contractors used by the Company
for the Companys exploration activities as several properties were allowed to
lapse in the last two quarters of the year. Other exploration expenses include
drilling (2006  $260,900; 2005  $708,953), charter air travel (2006 
$260,720; 2005  $674,075), and assays and analysis (2006  $205,889; 2005 
$455,737). Option payments related to mineral property interests decreased to
$78,750 in 2006 from $99,400 in 2005.

Administrative costs for 2006 increased slightly in line with
normal administrative activities and inflation. Salaries and benefits increased
to $382,254 in 2006 from $356,841 in 2005. Office and administration increased
to $137,155 in 2006 from $106,349 in 2005. Legal, accounting and audit increased
slightly to $64,160 in 2006 from $63,521 in 2005. In contrast, shareholder
communication costs decreased to $72,531 from $104,308 in 2005, and trust and
filing decreased to $17,946 from $23,350 in 2005.

Interest and other income decreased to $129,852 in 2006 from
$242,862 in 2005, reflecting a lower level of the average cash on hand during
2006 as compared to 2005.

The gain on sale of marketable securities was $92,887 in 2006,
a slight increase in comparison to the gain of $81,554 in 2005. The gain in 2006
resulted mainly from the sale of shares of Yukon Zinc Corporation and Endurance
Gold Corporation. The write down of marketable securities in 2006 totaled
$190,392 (2005 - $6,667). The write down of accounts receivable in fiscal 2006
was $45,088 (2005 - $nil) as a result of the rejection by the Mexican government
of the Companys IVA returns for the calendar years from 1998 to 2000.

A total of $16,282 of stock-based compensation expense was
recovered in 2006 in comparison of $496,031 of stock-based compensation expense
recorded in 2005, as a result of a decrease in the Company's stock price.

Year Ended March 31, 2005 (2005) versus Year Ended March
31, 2004 (2004)

The Company had net loss of $8,627,639 in 2005 compared to net
income of $831,135 in 2004. The loss in 2005 was due to increased exploration
expenditures in British Columbia and a smaller gain on the sale of marketable
securities compared to 2004. Excluding stock-based compensation and gain on sale
of marketable securities, Amarc had a net loss in 2005 of $8,213,162, compared
to a net loss of $814,098 in 2004.

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- 38 -

The Company's exploration expenditures are comprised of
expenses incurred in connection with the conduct of exploration programs on its
British Columbia properties. The Company's exploration activities on these
properties are discussed in Item 4.D of this Annual Report. The Company's
exploration costs do not include stock based compensation associated with its
exploration activities. Exploration expenses for 2005, excluding stock-based
compensation, increased to $7,553,950, from $460,252 in 2004, due to an increase
in the number of exploration programs being carried out in British Columbia. The
major exploration expenditures during the year were geological (2005 
$3,082,953; 2004  $291,248) and site activities (2005  $2,106,647; 2004 
$40,078). The increase in geological expense during the year was due to higher
wages paid for increased geological and geophysical work. Site activities
increased in 2005 due to a higher number of site contractors used in the
Companys exploration activities. Other exploration expenses include drilling
(2005  $708,953; 2004  $nil), charter air travel (2005  $674,075; 2004 
$2,302), and assays and analysis (2005  $455,737; 2004  $115,662). Option
payments related to mineral property interests increased to $99,400 in 2005 from
$nil in 2004.

Office and administration expenses include amounts paid to HDI
under the HDI Services Agreement relating to office and administration services
provided by HDI. Administrative costs for 2005 increased in line with continued
mineral property acquisitions and exploration during the year. Salaries and
benefits increased to $356,841 in 2005 from $140,619 in 2004. Office and
administration increased to $106,945 in 2005 from $28,468 in 2004. Shareholder
communication increased to $104,308 from $21,495 in 2004. Legal, accounting and
audit increased to $63,521 in 2005 from $53,913 in 2004.

Interest income increased to $242,862 in 2005 from $74,590 in
2004, reflecting a higher level of the average cash on reserve during 2005 as
compared to 2004. The Company paid interest of $92,502 on flow-through shares
issued in 2004.

The gain on sale of marketable securities was $81,554 in 2005,
a significant decrease in comparison to the gain of $2,052,596 in 2004. The gain
in 2004 resulted mainly from the sale of shares of Expatriate Resources Ltd. The
write down of marketable securities in fiscal 2005 totaled $6,667 (2004 -
$nil).

Stock-based compensation increased to $496,031 in 2005 from
$407,363 in 2004, as a result of an increase in the Company's stock price.

B.          
LIQUIDITY AND CAPITAL RESOURCES

The Company had cash and cash equivalents of $4,537,933 and
working capital of $4,833,727 as at March 31, 2006, compared to cash and
equivalents of $7,335,379 and working capital of $7,017,106 as at March 31,
2005.

The Company did not have any long term liabilities as at March
31, 2006 or 2005 and does not have any long term liabilities as of the date of
this Annual Report.

Planned Exploration Activities

The Company plans to apply its available cash and working
capital to continue exploration of the Company's mineral properties. These
planned exploration activities are summarized in Item 4.B of this Annual Report.
At September 30, 2006, the Company had cash of approximately $3.9 million. The
Company anticipates that its cash and working capital will be sufficient to
enable us to carry out the Company's planned exploration activities as well as
for property maintenance requirements and administrative overhead for the next
eight to ten months without obtaining additional financing.

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- 39 -

Cash Used in Operating Activities

Cash used in operating activities was $4,625,140 in 2006,
compared to $7,414,974 in 2005 and $817,048 in 2004. The decrease in cash used
in operating activities in 2006 compared to 2005 and the increase compared to
2004 is attributable primarily to the Companys exploration activities carried
out on its British Columbia mineral properties. The Company anticipates
continuing to use cash in its operating activities to carry out its exploration
programs.

Cash Flows from Investing Activities

Cash provided by investing activities was $240,292 in 2006,
compared to cash used in investing activities of $146,410 in 2005 and cash
provided of $2,528,717 in 2004. Cash provided by investing activities in 2006
was attributable to the disposal of shares of Yukon Zinc Corporation and
Endurance Gold Corporation. Cash used in investing activities in 2005 was due to
the acquisitions of $168,000 in mineral property interests (2004  $73,929) and
a subscription to a private placement in Expatriate Resources Ltd. of $125,000.
Cash used in 2005 was partially offset by proceeds received from the sale of
marketable securities of $146,590. Cash generated from investing activities in
2004 was mainly attributable to the sale of common shares of Expatriate
Resources Ltd. and StrataGold Corporation.

Cash Flows from Financing Activities

Cash flows from financing activities were $1,587,402 in 2006,
compared to$1,172,090 in 2005, and $12,003,155 in 2004. Cash from financing
activities in each year were attributable to common shares and share purchase
warrants issued for cash.

Cash from financing activities in 2005 was attributable to the
exercise of previously outstanding options and warrants. The previously
outstanding warrants had been issued in private placement transactions completed
in prior years.

Cash from financing activities in 2004 was attributable to the
completion of several private placement financing arrangements.

Requirement of Financing

Historically, Amarcs sole source of funding has been the sale
of equity securities for cash, primarily through private placements to
sophisticated investors and institutions. The Company has issued common share
capital in each of the past three fiscal years pursuant to private placement
financings and exercise of warrants and options. The Companys ability to obtain
additional financing to fund its exploration programs is always uncertain. There
can be no assurance of continued access to significant equity funding.

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

---

- 40 -

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

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

Financial Instruments

Amarc keeps its financial instruments denominated in Canadian
dollars and does not engage in any hedging operations with respect to currency
or in-situ minerals. Funds which are excess to Amarcs current needs are
invested in short term near-cash investments pending the need for the funds.

C.          
Research Expenditures

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

The Company expects that several exploration programs will be
carried out in 2006, as discussed in Items 4.B and 4.D of this Annual Report.
These expenditures will result in a decrease in the Company's cash and working
capital position unless the Company completes further equity financings during
2006, of which there is no assurance.

Copper prices have been increasing since late 2003. Copper
prices averaged US$1.30/lb in 2004 and have averaged US$1.59/lb in 2005. Copper
prices have continued to increase in 2006, averaging approximately US$2.81/lb to
the end of July.

Gold prices have been increasing over the past two years, and
this uptrend has accelerated since September 2005. Overall, the gold price
increased from US$410/oz in 2004 to US$445/oz in 2005. The gold price has also
increased in 2006, averaging US$596/oz to the end of July.

E.          
Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements
that have or are reasonably likely to have a current or future effect on the
Company's financial condition, changes in financial condition, revenues or
expenses, results of operations, liquidity, capital expenditures or capital
resources that is material to investors.

---

- 41 -

F.          
Tabular Disclosure of Contractual Obligations

As at fiscal year end March 31, 2006, the Company had the
following contractual obligations:

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


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 F above.

---

- 42 -

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

A.          
Directors and Senior Management

|Name                | Position                                              | Director Since
|------------------- | ----------------------------------------------------- | --------------
|                    |                                                       |               
|David J. Copeland   | Director                                              | September 1995
|                    |                                                       |               
|Scott D. Cousens    | Director                                              | September 1995
|                    |                                                       |               
|Robert A. Dickinson | Chairman and
      Director                           | April 1993    
|                    |                                                       |               
|Jeffrey R. Mason    | Secretary, Chief
      Financial Officer and Director | September 1995
|                    |                                                       |               
|Ronald W. Thiessen  | President, Chief
      Executive Officer and Director | September 1995

Principal Occupation of Directors and Senior Management

The following information as to principal occupation, business
or employment is not within the knowledge of the management of the Company and
has been furnished by the respective nominees. Each nominee has held the same or
a similar principal occupation with the organization indicated or a predecessor
thereof for the last five years.

DAVID COPELAND, P.Eng.  Director

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

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

Company
    Positions Held
    From
    ToAmarc Resources Ltd.
    Director
    September 1995
    PresentAnooraq Resources Corporation
    Director
    September 1996
    September 2004Casamiro Resource Corp.
    Director
    February 1995
    August 2002Continental Minerals Corporation
    Director
    November 1995
    PresentFarallon Resources Ltd.
    Director
    December 1995
    PresentGreat Basin Gold Ltd.
    Director
    February 1994
    PresentNorthern Dynasty Minerals Ltd.
    Director
    June 1996
    PresentTaseko Mines Limited
    Director
    January 1994
    Present


---

- 43 -

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. In
addition to financing initiatives he also oversees the corporate communications
programs for the public companies to which Hunter Dickinson Inc. provides
services.

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

Company
    Positions Held
    From
    ToAmarc Resources Ltd.
    Director
    September 1995
    PresentAnooraq Resources Corporation
    Director
    September 1996
    PresentContinental Minerals Corporation
    Director
    June 1994
    PresentFarallon Resources Ltd.
    Director
    December 1995
    PresentGreat Basin Gold Ltd.
    Director
    March 1993
    PresentNorthern Dynasty Minerals Ltd.
    Director
    June 1996
    PresentRockwell Ventures Inc.
    Director
    November 2000
    PresentTaseko Mines Limited
    Director
    October 1992
    Present


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

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

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

Company
    Positions Held
    From
    ToAmarc Resources Ltd.
    Director
    April 1993
    PresentCo-Chairman
    September 2000
    April 2004Chairman
    April 2004
    PresentAnooraq Resources Corporation
    Chairman
    November 1990
    September 2004Director
    October 2004
    PresentCo-Chairman
    October 2004
    PresentContinental Minerals Corporation
    Director
    June 2004
    Present


---

- 44 -

Company
    Positions Held
    From
    ToChairman
    June 2004
    January 2006Co-Chairman
    January 2006
    PresentFarallon Resources Ltd.
    Director
    July 1991
    PresentChairman
    April 2004
    September 2004Co-Chairman
    September 2004
    April 2006Great Basin Gold Ltd.
    Director
    May 1986
    PresentCo-Chairman
    September 2000
    April 2004Chairman
    April 2004
    December 2005Co-Chairman
    December 2005
    PresentNorthern Dynasty Minerals Ltd.
    Director
    June 1994
    PresentCo-Chairman
    November 2001
    April 2004Chairman
    April 2004
    PresentRockwell Ventures Inc.
    Director
    November 2000
    PresentChairman
    November 2000
    PresentTaseko Mines Limited
    Director
    January 1991
    PresentChairman
    April 2004
    July 2005Co-Chairman
    July 2005
    May 2006


JEFFREY MASON, B.Comm., CA  Director, Chief Financial
Officer and Secretary

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. Mr. Mason is also employed as Chief Financial Officer of
Hunter Dickinson Inc. and his principal occupation is the financial
administration of the public companies to which Hunter Dickinson Inc. provides
services.

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

Company
    Positions Held
    From
    ToAmarc Resources Ltd.
    Director
    September 1995
    PresentSecretary
    September 1995
    PresentChief Financial Officer
    September 1998
    PresentAnooraq Resources Corporation
    Director
    April 1996
    September 2004


---

- 45 -

Company
    Positions Held
    From
    ToSecretary
    September 1996
    PresentChief Financial Officer
    February 1999
    PresentContinental Minerals Corporation
    Director
    June 1995
    PresentSecretary
    November 1995
    PresentChief Financial Officer
    June 1998
    PresentFarallon Resources Ltd.
    Director
    August 1994
    PresentSecretary
    December 1995
    PresentChief Financial Officer
    December 1997
    PresentGreat Basin Gold Ltd.
    Director
    February 1994
    PresentSecretary
    February 1994
    PresentChief Financial Officer
    June 1998
    PresentNorthern Dynasty Minerals Ltd.
    Director
    June 1996
    PresentSecretary
    June 1996
    PresentChief Financial Officer
    June 1998
    PresentQuartz Mountain Resources Ltd.
    Principal Accounting Officer
    January 2005
    PresentRockwell Ventures Inc.
    Director
    November 2000
    PresentChief Financial Officer
    November 2000
    PresentTaseko Mines Limited
    Director
    February 1994
    PresentSecretary
    February 1994
    PresentChief Financial Officer
    November 1998
    Present


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

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

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

Company
    Positions Held
    From
    ToAmarc Resources Ltd.
    Director
    September 1995
    PresentPresident and Chief
    September 2000
    Present


---

- 46 -

Company
    Positions Held
    From
    ToExecutive OfficerAnooraq Resources Corporation
    Director
    April 1996
    PresentPresident and Chief Executive
      Officer
    September 2000
    PresentCasamiro Resource Corp.
    Director and President
    February 1990
    August 2002Continental Minerals Corporation
    Director
    November 1995
    PresentPresident and Chief Executive
      Officer
    September 2000
    January 2006Co-Chairman
    January 2006
    PresentFarallon Resources Ltd.
    Director
    August 1994
    PresentPresident and Chief Executive
      Officer
    September 2000
    September 2004Co-Chairman
    September 2004
    April 2006Chairman
    April 2006
    PresentGreat Basin Gold Ltd.
    Director
    October 1993
    PresentPresident and Chief Executive
      Officer
    September 2000
    December 2005Co-Chairman
    December 2005
    PresentNorthern Dynasty Minerals Ltd.
    Director
    November 1995
    PresentPresident and Chief Executive
      Officer
    November 2001
    PresentRockwell Ventures Inc.
    Director
    November 2000
    PresentPresident and Chief
    November 2000
    PresentExecutive OfficerTaseko Mines Limited
    Director
    October 1993
    PresentPresident and Chief Executive
      Officer
    September 2000
    July 2005Co-Chairman
    July 2005
    May 2006Chairman
    May 2006
    PresentTri-Gold Resources Corp.
    Director
    July 1992
    Present


B.          
Compensation

Compensation of Directors

There is no arrangement under which directors were compensated
by the Company and its subsidiaries during the most recently completed financial
year for their services in their capacity as directors or consultants.

---

- 47 -

Compensation of Senior Management

Ronald W. Thiessen, President and Chief Executive Officer,
Jeffrey R. Mason, Chief Financial Officer and Secretary and Robert A. Dickinson,
Chairman and Director are the Named Executive Officers of the Company for the
purposes of the following disclosure. The compensation paid to the Named
Executive Officers during the Companys three most recently completed financial
years is as set out below:

SUMMARY COMPENSATION TABLEName and Principal 
        Position
      Year
      Annual Compensation
      Long Term Compensation
      All Other 
        Compensation 
        ($)Salary 
        ($)
      Bonus 
        ($)
      Other Annual 
        Compensation 
        ($)
      Awards
      PayoutsSecurities 
        Under 
        Options/SARs 
        Granted 
        (#)
      Restricted 
        Shares or 
        Restricted 
        Share Units 
        ($)
      LTIP 
        Payouts 
        ($)Ronald W. Thiessen 
        Chief Executive 
        Officer, President
      2006 
        2005 
        2004
      155,127 
        75,092 
        18,268
      Nil 
        Nil 
        Nil
      Nil 
        Nil 
        Nil
      Nil 
        200,000 
        Nil
      Nil 
        Nil 
        Nil
      Nil 
        Nil 
        Nil
      Nil 
        Nil 
        NilJeffrey R. Mason 
        Chief Financial 
        Officer, Secretary
      2006 
        2005 
        2004
      92,835 
        56,519 
        14,054
      Nil 
        Nil 
        Nil
      Nil 
        Nil 
        Nil
      Nil 
        200,000 
        Nil
      Nil 
        Nil 
        Nil
      Nil 
        Nil 
        Nil
      Nil 
        Nil 
        NilRobert A. Dickinson 
        Chairman and 
        Director
      2005 
        2005 
        2004
      95,574 
        20,771 
        4,583
      Nil 
        Nil 
        Nil
      Nil 
        Nil 
        Nil
      Nil 
        200,000 
        Nil
      Nil 
        Nil 
        Nil
      Nil 
        Nil 
        Nil
      Nil 
        Nil 
        Nil


Share Options

The Share Option Plan has been established to provide incentive
to qualified parties to increase their proprietary interest in the Company and
thereby encourage their continuing association with the Company. The Share
Option Plan is administered by the directors of the Company. The Share Option
Plan provides that options will be issued to directors, officers, employees and
consultants of the Company or a subsidiary of the Company. All options expire on
a date not later than 10 years after the date of grant of such option.

No option was granted during the year, and no option was
outstanding as at March 31, 2006 and the date of this Annual Report.

The only equity compensation plan which the Company has in
place is the share option plan (the Plan) which was previously approved by
shareholders on September 21, 2004 and confirmed by the shareholders on
September 28, 2006. The Plan has been established to provide incentive to
qualified parties to increase their proprietary interest in the Company and
thereby encourage their continuing association with the Company. The Plan is
administered by the directors of the Company. The Plan provides that the number
of Common Shares issuable under the Plan, together with all of the Companys
other previously established or proposed share compensation arrangements, may
not exceed 10% of the total number of issued and outstanding Common Shares under
the Plan. As at September 30, 2006 there are no options outstanding. All options
expire on a date not later than five years after the date of grant of such
option.

---

- 48 -

Pension Plans

There are no defined pension, benefit or actuarial plans in
place.

C.           
Board Practices

All directors were elected at the September 28, 2006 annual
general meeting. All directors have a term of office expiring at the next annual
general meeting of Amarc, and all officers have a term of office lasting until
their removal or replacement by the Board of Directors.

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

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 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 at which
members of management or non-independent directors are not in attendance and by
retaining independent consultants where it deems necessary.

The directors of the Company are not independent.

2.      Other Directorships

The section entitled "Election of Directors" in this
Information Circular gives details of other reporting issuers of which each
director is a director or officer.

3.     Orientation and Continuing
Education

When new directors are appointed, they receive orientation,
commensurate with their previous experience, on the Companys properties,
business, technology and industry and on the responsibilities of directors.
Board meetings may also include presentations by the Companys management and
employees to give the directors additional insight into the Companys
business.

---

- 49 -

4.      Ethical Business Conduct

The Board has adopted an ethics policy which is available on
the Companys website and in addition has found 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 directors participation in decisions of the Board in which the
director has an interest have been sufficient to ensure that the Board operates
independently of management and in the best interests of the Company.

5.      Nomination of Directors

The Board considers its size each year when it considers the
number of directors to recommend to the shareholders for election at the annual
meeting of shareholders, 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 the Chief Executive
Officer. The directors receive no cash compensation for acting in their capacity
as directors of the Company.

7.      Other Board Committees

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

8.      Assessments

The Board monitors the adequacy of information given to
directors, communication between the Board and management and the strategic
direction and processes of the Board and its committee. The Board and its
committee have considered self-assessment procedures and may formalize
procedures to accommodate this in the future. The Board is satisfied with the
overall project and corporate achievements of the Company and believes this
reflects well on the Board and its practices.

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 was attached
to the 2005 information circular and is also available at www.sedar.com and the Companys website (www.amarcresources.com).

Composition of the Audit Committee

The members of the audit committee are David Copeland, Scott
Cousens and Ronald Thiessen. All members are financially literate. A member of
the audit committee is considered financially literateif he or she has
the ability to read and understand a set of financial statements that present a
breadth and level of complexity of accounting issues that are generally
comparable to the breadth and complexity of the issues that can reasonably be
expected to be raised by the Company.

---

- 50 -

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,
- an understanding of internal controls and procedures for financial
  reporting.

Audit Committee Oversight

Since the commencement of the Companys most recently completed
financial year, all recommendations of the audit committee to nominate or
compensate an external auditor were adopted by the Board of Directors.

Reliance on Certain Exemptions

The Companys auditors have not provided any material non-audit
services.

Pre-Approval Policies and Procedures

The audit committee ordinarily recommends the nomination and
engagement of the independent auditors to audit the financial statements, and
approves all audit, audit-related services, tax services and other non-audit
services provided by the Company's auditors.

Any services provided by the Company's auditors which are not
specifically included within the scope of the audit are pre-approved by the
audit committee prior to engagement.

D.           
Employees

At September 30, 2006, Amarc had no direct employees. Amarcs
administrative and exploration functions are primarily administered through
Hunter Dickinson Inc. (See Item 7 Major Shareholders and Related Party
Transactions).

E.           
Share Ownership

Security Holdings of Directors and Senior Management

As at September 30, 2006, the directors and officers of Amarc
and their affiliates, directly and indirectly, own or control as a group an
aggregate of 9,261,417 common shares (17.7%) .

The Company's directors and senior management currently
beneficially own the following number of the Company's common shares and
options:

---

- 51 -

As a PercentageShares Owned
    of the Company's
    Number ofor Beneficially
    Common Shares
    OptionsName
    Controlled
    Outstanding
    HeldDavid J. Copeland
    869,500
    1.7%
    NilScott D. Cousens
    540,500
    1.0%
    NilRobert A. Dickinson(1)
    5,286,409
    10.1%
    NilJeffrey R. Mason
    1,396,000
    2.7%
    NilRonald W. Thiessen
    1,169,008
    2.2%
    NilTotal
    9,261,417
    17.7%
    Nil


Note:

|(1) | Certain of these shares are held by United Mineral
      Services Ltd., a company controlled by Mr.
Dickinson.
|--- | --------------------------------------------------------------------------------------------------------------

Share Option Plan

As at September 30, 2006 no options were outstanding pursuant
to the Company's Share Option Plan, which reserves up to 10% of the Company's
outstanding common at any time for issuance.

Material Terms of the Company's Current Share Option Plan

The following is a summary of the material terms of the
Company's current Share Option Plan:

|(a) | all options granted under the Share Option Plan are
      non-assignable and non-transferable and for a period of no greater than
      ten years;                                                                                                                                                                                                                                                                                                                                                                                                               
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(b) | for stock options granted to employees or service
      providers (inclusive of management company employees), the Company must
      ensure that the proposed Optionee is a bona fide employee or service
      provider (inclusive of a management company employee), as the case may be,
      of the Company or of any of its subsidiaries;                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(c) | if an Optionee ceases to be employed by the Company
      (other than as a result of termination with cause) or ceases to act as a
      director or officer of the Company or a subsidiary of the Company, any
      option held by such Optionee may be exercised within 90 days after the
      date such Optionee ceases to be employed as an officer or director or, as
      the case may be, or within 30 days if the Optionee is engaged in investor
      relations activities and ceases to be employed to provide investor
      relations activities;
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(d) | the minimum exercise price of an option granted under the
      Plan must not be less than the Market Price (as defined in the policies of
      TSX); and                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(e) | no Optionee can be granted an option or options to
      purchase more than 5% of the outstanding listed shares of the Company in a
      one year period.                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(f) | the number of options granted to Insiders of the Company
      may exceed 10% of the Company's outstanding shares; or                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(g) | the aggregate number of options granted to Insiders of
      the Company within a one year period may exceed 10% of the Company's
      outstanding listed shares; or                                                                                                                                                                                                                                                                                                                                                                                            

---

- 52 -

|(h) | the number of options granted to any one Insider and such
      Insiders associates within a one year period may exceed 5% of the
      Company's outstanding listed shares; or
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                 
|(i) | the Company may decrease the exercise price of options
      previously granted to Insiders.                                                                                    

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 board approved and shareholders ratified, a share
  option plan (the Rolling Plan) based on a rolling percentage of
  up to 10% of the Companys outstanding shares.

Material Terms of the Rolling Plan

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

| | (a) | persons who are directors, officers, employees,
      consultants to the Company or its affiliates, or who are employees of a
      management company providing services to the Company are eligible to
      receive grants of options under the Rolling Plan;                                                                                                                                                                                             
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (b) | all options granted under the Rolling Plan are
      non-assignable and non-transferable and for a period of up to 10
    years;                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (c) | for stock options granted to employees or service
      providers (inclusive of management company employees), the Company must
      ensure that the proposed optionee is a bona fide employee or service
      provider (inclusive of a management company employee), as the case may be,
      of the Company or of any of its subsidiaries;                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (d) | if an optionee ceases to be employed by the Company
      (other than as a result of termination with cause) or ceases to act as a
      director or officer of the Company or a subsidiary of the Company, any
      option held by such optionee may be exercised within 90 days after the
      date such optionee ceases to be employed or act as an officer or director
      (30 days if the optionee is engaged in investor relations
    activities);
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (e) | the exercise price of the option is established by the
      board of directors at the time of the option is granted, subject to a the
      minimum exercise price of not less than the Market Price (as defined in
      the policies of TSX);                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (f) | no optionee can be granted an option or options to
      purchase more than 5% of the outstanding listed shares of the Company in a
      one year period; and                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (g) | subject to the policies of the TSX, the Rolling Plan may
      be amended without shareholder approval to:                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                         

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- 53 -

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

A.          
Major Shareholders

Amarcs securities are recorded on the books of its transfer
agent in registered form, however, the majority of such shares are registered in
the name of intermediaries such as brokerage houses and clearing houses on
behalf of their respective brokerage clients, and Amarc does not have knowledge
or access to information about of the beneficial owners thereof. To the best of
its knowledge, Amarc is not directly or indirectly owned or controlled by a
corporation or foreign government.

As of September 30, 2006, Amarc had authorized unlimited common
shares without par value of which 52,459,473 were issued and outstanding.

The following table lists those persons who are known by Amarc
to beneficially own more than 5% of Amarcs common shares and the number of
shares beneficially owned by each such shareholder, each as of September 30,
2006:

Shareholder
    Number of Shares
    Percentage of totaloutstanding sharesCDS & Co. (1)
    41,683,809
    79.5%Cede & Co.
    2,946,706
    5.6%Robert A. Dickinson (and
    5,286,409
    10.1%companies controlled by him)


|(1) | CDS is a clearing house for brokerage firms whose clients
      beneficially own the shares. Management of the Company is unaware of the
      beneficial ownership of the shares registered in the name of CDS although
      these figures may include shares of management held in brokerage
      houses.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The shareholders named in the above table do not have any
different voting rights with respect to the common shares held by them.

Under the British Columbia Securities Act insiders
(generally officers, directors, and holders of 10% or more of Amarcs shares)
are required to file insider reports of changes in their ownership in the first
10 days following a trade in Amarcs securities. Copies of such reports are
available for public inspection at the offices of the British Columbia
Securities Commission, 701 West Georgia Street, Vancouver, British Columbia V7Y
1L2 (phone 604-899-6500) or at the SEDI website (www.sedi.ca) which is administered by the Canadian
Securities Administrators.

As of September 30, 2006, to the best of the Companys
knowledge,

|              | Number of registered   |                  | Percentage of total
|------------- | ---------------------- | ---------------- | -------------------
|Location      | shareholders of record | Number of shares | shares             
|Canada        | 18                     | 49,328,367       | 94.0%              
|United States | 8                      | 3,030,306        | 5.8%               
|Other         | 2                      | 100,800          | 0.2%               
|TOTALS        | 28                     | 52,459,473       | 100.0%             

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

---

- 54 -

B.          
Related Party Transactions

Except as disclosed below, Amarc has not, since the beginning
of its last fiscal year ended March 31, 2006, and does not propose to:

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

(2)****
make any loans or guarantees directly or through any of its former subsidiaries
to or for the benefit of any of the following persons:

(a)****
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.

Arrangements with Hunter Dickinson Inc.

The Company is party to the geological and administrative
services agreement with HDI dated for reference December 31, 1996. During the
fiscal year ended March 31, 2006, the Company paid $1,377,312 to HDI for
services and reimbursements of third party disbursements pursuant to this
agreement.

HDI is a private company owned equally by nine publicly traded
exploration and mining companies (one of which is the Company) and is managed by
persons who include directors of the Company.

HDI is one of the largest independent mining exploration groups
in North America and as of September 30, 2006, employed or retained on a
substantially full-time basis, 23 geoscientists, including seven with advanced
degrees (two PhDs and five M.Scs), eight professional geologists (PGeo), and
four professional engineers (PEng); six engineers, including four mining
engineers and one civil engineer, all with professional engineer designations;
one professional agrologist, one biologist (MSc); 11 accountants (including six
Chartered Accountants, one CMA and two CGAs) and 28 administrative and support
personnel.

HDI has supervised mineral exploration projects in Canada
(British Columbia, Manitoba, Ontario, Québec, Yukon and Northwest Territories)
and internationally in Brazil, Nevada, Mexico and South Africa. HDI allocates
the cost of staff input into projects, such as the Company's projects, based on
the time records of involved personnel. Costs of such personnel and third party
contractors are billed to the

---

- 55 -

participating public companies on a full cost recovery basis
(inclusive of HDI staff costs and overhead) for amounts which are considered by
the Company management to be at a cost that is competitive with arms-length
suppliers.

The shares of HDI are owned by each of the participating public
corporations (including the Company) for as long as HDIs services are being
retained by such participating company. However, a participant surrenders its
single share of HDI at the time of termination of the standard form of services
agreement. The agreement can be cancelled on 30 days notice. HDI is managed by
the directors of the Company, who are generally the controlling directors of the
other corporate participants in the arrangements with HDI.

Rockwell Agreement

On November 1, 2004 the Company entered into an agreement with
Rockwell Ventures Inc. (Rockwell), a related company by virtue of certain
directors in common, whereby the Company granted to Rockwell the right to earn
an interest in each of the Crystal, Hook, Kal, M2, M3, M5 and Tsil properties by
incurring $600,000 in exploration expenditures on these properties by December
31, 2004, which Rockwell completed. The Company had the option to buy back
Rockwells interest at any time up to June 30, 2005 (the right of Call), by
paying a mutually agreed upon price of at least $660,000 in cash or the
equivalent in Amarc shares. The Company allowed this call option to expire
unexercised.

Taseko Mines Limited

In May 2005, the Company entered into an option agreement with
Taseko Mines Limited (Taseko), a public company with certain directors in
common with the Company, to earn a 50% interest in the Wasp and Anvil projects,
by incurring $150,000 of exploration expenditures over a two year period. The
Wasp and Anvil projects are located approximately 15 kilometers southeast of
Tasekos Prosperity project, which is situated 130 kilometers southwest of
Williams Lake.

C.          
Interests of Experts and Counsel

Not applicable.

---

- 56 -

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

A.          
Consolidated Statements and Other Financial Information

Item 17 of this Form 20-F contains Amarcs audited annual
consolidated financial statements for the fiscal years ending March 31, 2006,
2005, and 2004.

Legal Proceedings

Amarc is not involved in any litigation or legal proceedings
and to Amarcs knowledge, no material legal proceedings involving Amarc or its
subsidiaries are to be initiated against Amarc.

Dividend Policy

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

B.          
Significant Changes

There have been no significant changes to the accompanying
financial statements since March 31, 2005, except as disclosed in this Annual
Report on Form 20-F.

---

- 57 -

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

A.          
Offer and Listing Details

Trading Markets

Our common shares have been listed in Canada on the TSX Venture
Exchange since August 1995.

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

TSX Venture ExchangeHigh
    
    LowFiscal
    
    (Cdn$)
    
    (Cdn$)2006
      
      0.47
      
      0.222005
    
    0.75
    
    0.432004
      
      0.99
      
      0.112003
    
    0.89
    
    0.152002
      
      0.75
      
      0.37TSX Venture ExchangeHigh
    
    LowFiscal
    
    (Cdn$)
    
    (Cdn$)Q2, 2007
      
      0.39
      
      0.31Q1, 2007
    
    0.50
    
    0.35Q4, 2006
      
      0.44
      
      0.28Q3, 2006
    
    0.40
    
    0.22Q2, 2006
      
      0.40
      
      0.27Q1, 2006
    
    0.47
    
    0.32Q4, 2005
      
      0.60
      
      0.43Q3, 2005
    
    0.74
    
    0.53TSX Venture ExchangeHigh
    
    LowMonth
    
    (Cdn$)
    
    (Cdn$)September 2006
      
      0.35
      
      0.31August 2006
    
    0.37
    
    0.31July 2006
      
      0.39
      
      0.31June 2006
    
    0.43
    
    0.38May 2006
      
      0.50
      
      0.37April 2006
    
    0.43
    
    0.35


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

---

- 58 -

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

OTCBBHigh
    
    LowFiscal
    
    (US$)
    
    (US$)2006
      
      0.38
      
      0.202005
    
    0.60
    
    0.342004
      
      N/A
      
      N/A2003
    
    N/A
    
    N/A2002
      
      N/A
      
      N/AOTCBBHigh
    
    LowFiscal
    
    (US$)
    
    (US$)Q2, 2007
      
      0.35
      
      0.28Q1, 2007
    
    0.46
    
    0.30Q4, 2006
      
      0.38
      
      0.20Q3, 2006
    
    0.35
    
    0.20Q2, 2006
      
      0.35
      
      0.21Q1, 2006
    
    0.38
    
    0.24Q4, 2005
      
      0.49
      
      0.35Q3, 2005
    
    0.58
    
    0.43OTCBBHigh
    
    LowMonth
    
    (US$)
    
    (US$)September 2006
      
      0.32
      
      0.28August 2006
    
    0.33
    
    0.28July 2006
      
      0.35
      
      0.28June 2006
    
    0.38
    
    0.34May 2006
      
      0.46
      
      0.28April 2006
    
    0.35
    
    0.30


B.          
Plan of Distribution

Not applicable.

C.          
Markets

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

---

- 59 -

D.          
Selling Shareholders

Not applicable.

E.          
Dilution

Not applicable.

F.          
Expenses of the Issue

Not applicable.

---

- 60 -

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

A.          
Share Capital

Not applicable.

B.          
Memorandum and Articles of Association

Amarcs corporate constituting documents comprising Articles of
Association and Memorandum are registered with the British Columbia Registrar of
Companies under Corporation No. 436691. A copy of the Articles of Association
(the Existing Articles) 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 currently incorporated under the BCCA must complete a
transition application to the BCA by March 29, 2006. The directors of the
Company authorized the Company to file a transition application with the
Registrar of Companies and to comply with the BCA. Accordingly, the Company
filed a Notice of Articles on October 2, 2004. The BCA approved the Company
increased flexibility in the provisions of its governing documents. Accordingly,
the adoption of this new form of Articles (New Articles) was also approved by
shareholders at the annual general meeting held on October 12, 2005.

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

C.          
Material Contracts

Amarcs material contracts as of September 30, 2006 are:

|(a) | Geological Management and Administration Services
      Agreement with Hunter Dickinson Inc. (HDI) dated for reference December
      31, 1996 whereby HDI provides geological, exploration and administrative
      services to Amarc. (See Item 7 and 4B.) Copies of these contracts are
      incorporated by reference to Item 19  Exhibits of the Companys Form
      20-F  Initial Registration filed with the SEC in June 2002.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(b) | Farmout Agreement with Rockwell Ventures Inc. dated
      November 2004.                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(c) | Mineral Property Option Agreement between Amarc and EJB
      Enterprises dated January 2005.                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(d) | Mineral Property Option Agreement between Amarc and Eagle
      Plains Resources dated April 2005.                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(e) | Mineral Property Option Agreement between Amarc and
      Taseko Mines dated May 2005.                                                                                                                                                                                                                                                                                                                                                       

The about items were filed in previous years with the Company's
filings on Form 20-F.

---

- 61 -

D.          
Exchange Controls

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

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

The Investment Act generally prohibits implementation of a
reviewable investment by an individual, government or agency thereof,
corporation, partnership, trust or joint venture (each an entity) that is not
a Canadian as defined in the Investment Act (i.e. a non-Canadian), unless
after review the Minister responsible for the Investment Act is satisfied that
the investment is likely to be of net benefit to Canada. An investment in
Amarcs common shares by a non-Canadian (other than a WTO Investor as that
term is defined in the Investment Act and which term includes entities which are
nationals of or are controlled by nationals of member states of the World Trade
Organization) when Amarc was not controlled by a WTO Investor, would be
reviewable under the Investment Act if it was an investment to acquire control
of Amarc and the value of the assets of Amarc, as determined in accordance with
the regulations promulgated under the Investment Act, was over $5 million, or if
an order for review was made by the federal cabinet on the grounds that the
investment related to Canadas cultural heritage or national identity,
regardless of the value of the assets of Amarc. An investment in the common
shares of Amarc by a WTO Investor, or by a non-Canadian when Amarc was
controlled by a WTO Investor, would be reviewable under the Investment Act if it
was an investment to acquire control of Amarc and the value of the assets of
Amarc, as determined in accordance with the regulations promulgated under the
Investment Act, was not less than a specified amount, which for 2005 exceeds
$250 million. A non-Canadian would acquire control of Amarc for the purposes of
the Investment Act if the non-Canadian acquired a majority of the common shares.
The acquisition of less than a majority but one-third or more of the common
shares would be presumed to be an acquisition of control of Amarc unless it
could be established that, on the acquisition, Amarc was not controlled in fact
by the acquirer through the ownership of the common shares.

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

Certain transactions relating to the common shares would be
exempt from the Investment Act, including

| | (a) | an acquisition of the common shares by a person in the
      ordinary course of that persons business as a trader or dealer in
      securities,
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------

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- 62 -

| | (b) | an acquisition of control of Amarc in connection with the
      realization of security granted for a loan or other financial assistance
      and not for a purpose related to the provisions of the Investment Act,
      and                                               
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                               
| | (c) | an acquisition of control of Amarc by reason of an
      amalgamation, merger, consolidation or corporate reorganization following
      which the ultimate direct or indirect control in fact of Amarc, through
      the ownership of the common shares, remained
unchanged.

E.          
Taxation

ALL PROSPECTIVE INVESTORS ARE ADVISED TO CONSULT THEIR OWN
TAX ADVISORS WITH RESPECT TO THE SPECIFIC TAX CONSEQUENCES OF PURCHASING THE
COMMON SHARES.

Material Canadian Federal Income Tax Consequences for
United States Residents

The following summarizes the material Canadian federal income
tax consequences generally applicable to the holding and disposition of Common
Shares by a holder (in this summary, a U.S. Holder) who, (a) for the purposes
of the Income Tax Act (Canada) (the Tax Act), is not resident in Canada, deals
at arm's length with Amarc, holds the Common Shares as capital property and does
not use or hold the Common Shares in the course of carrying on, or otherwise in
connection with, a business in Canada, and (b) for the purposes of the
Canada-United States Income Tax Convention, 1980 (the Treaty), is a resident
solely of the United States, has never been a resident of Canada, and has not
held or used (and does not hold or use) Common Shares in connection with a
permanent establishment or fixed base in Canada. This summary does not apply to
traders or dealers in securities, limited liability companies, tax-exempt
entities, insurers, financial institutions (including those to which the
mark-to-market provisions of the Tax Act apply), or any other U.S. Holder to
which special considerations apply.

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

Dividends

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

---

- 63 -

Disposition

A U.S. Holder is not subject to tax under the Tax Act in
respect of a capital gain realized on the disposition of a Common Share in the
open market unless the share is taxable Canadian property to the holder
thereof and the U.S. Holder is not entitled to relief under the Treaty. A common
share will be taxable Canadian property to a U.S. Holder if, at any time during
the 60 months preceding the disposition, the U.S. Holder or persons with whom
the U.S. Holder did not deal at arm's length alone or together owned, or had
rights to acquire, 25% or more of Amarc's issued shares of any class or series.
If the shares of Amarc constitute taxable Canadian property to the holder, the
holder may be subject to Canadian income tax on the gain. The taxpayer's capital
gain or loss from a disposition of the share is the amount, in any, by which the
proceeds of disposition exceed (or are exceeded by) the aggregate of the
adjusted cost base and reasonable expenses of disposition. One-half of the
capital gain is included in income and one-half of the capital loss is
deductible from capital gains realized in the same year. Unused capital losses
may be carried back three taxation years or forward indefinitely and applied to
reduce capital gains realized in those years. It should be noted that Canada
requires a withholding tax on the gross proceeds of a sale of taxable Canadian
property by a non-resident. The withholding tax may be reduced on completion of
a Clearance Certificate request. If the disposition of the share is subject to
tax in Canada, the nonresident must also file a Canadian income tax return
reporting the disposition.

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

United States Tax Consequences

United States Federal Income Tax
Consequences

The following is a discussion of all material United States
federal income tax consequences, under current law, generally applicable to a
U.S. Holder (as hereinafter defined) of common shares of Amarc. This discussion
does not address all potentially relevant federal income tax matters and it does
not address consequences peculiar to persons subject to special provisions of
federal income tax law, such as those described below as excluded from the
definition of a U.S. Holder. In addition, this discussion does not cover any
state, local or foreign tax consequences. (See Taxation - Canadian Federal
Income Tax Consequences above). Accordingly, the Company urges holders and
prospective holders of common shares of Amarc to consult their own tax advisors
about the specific federal, state, local, and foreign tax consequences to them
of purchasing, owning and disposing of common shares of Amarc, based upon their
individual circumstances.

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

---

- 64 -

U.S. Holders

As used herein, a U.S. Holder means a holder of common shares
of Amarc who is a citizen or individual resident of the United States, a
corporation or partnership created or organized in or under the laws of the
United States or of any political subdivision thereof, an estate whose income is
taxable in the United States irrespective of source or a trust subject to the
primary supervision of a court within the United States and control of a United
States fiduciary as described Section 7701(a)(30) of the Code. This summary does
not address the tax consequences to, and U.S. Holder does not include, persons
subject to specific provisions of federal income tax law, such as tax-exempt
organizations, qualified retirement plans, individual retirement accounts and
other tax-deferred accounts, financial institutions, insurance companies, real
estate investment trusts, regulated investment companies, broker-dealers,
non-resident alien individuals, persons or entities that have a functional
currency other than the U.S. dollar, shareholders subject to the alternative
minimum tax, shareholders who hold common shares as part of a straddle, hedging
or conversion transaction, and shareholders who acquired their common shares
through the exercise of employee stock options or otherwise as compensation for
services. This summary is limited to U.S. Holders who own common shares as
capital assets and the summary does not address the consequences to a person or
entity holding an interest in a shareholder or the consequences to a person of
the ownership, exercise or disposition of any options, warrants or other rights
to acquire common shares. In addition, this summary does not address special
rules applicable to United States persons (as defined in Section 7701(a)(30) of
the Code) holding common shares through a foreign partnership or to foreign
persons holding common shares through a domestic partnership.

Distribution on Common Shares of
Amarc

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

In the case of foreign currency received as a dividend that is
not converted by the recipient into U.S. dollars on the date of receipt, a U.S.
Holder will have a tax basis in the foreign currency equal to its U.S. dollar
value on the date of receipt. Generally any gain or loss recognized upon a
subsequent sale or other disposition of the foreign currency, including the
exchange for U.S. dollars, will be ordinary income or loss. However, an
individual whose realized gain does not exceed $200 will not recognize that
gain, provided that there are no expenses associated with the transaction that
meet the requirements for deductibility as a trade or business expense (other
than travel expenses in connection with a business trip) or as an expense for
the production of income.

Dividends paid on the common shares of Amarc generally will not
be eligible for the dividends received deduction provided to corporations
receiving dividends from certain United States corporations. A U.S. Holder which
is a corporation and which owns shares representing at least 10% of the voting
power and value of Amarc may, under certain circumstances, be entitled to a 70%
(or 80% if the U.S. Holder owns

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shares representing at least 20% of the voting power and value
of Amarc) deduction of the United States source portion of dividends received
from Amarc (unless Amarc qualifies as a foreign personal holding company or a
passive foreign investment company, as defined below). Amarc does not
anticipate that it will earn any United States income, however, and therefore
does not anticipate that any U.S. Holder will be eligible for the dividends
received deduction.

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

Foreign Tax Credit

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

Disposition of Common Shares of
Amarc

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

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

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Other Considerations

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

Foreign Personal Holding Company

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

Foreign Investment Company

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

Passive Foreign Investment Company

United States income tax law contains rules governing passive
foreign investment companies (PFIC) which can have significant tax effects on
U.S. Holders of foreign corporations. These rules do not apply to non-U.S.
Holders. Section 1297 of the Code defines a PFIC as a corporation that is not
formed in the United States if, for any taxable year, either (i) 75% or more of
its gross income is passive income, which includes interest, dividends and
certain rents and royalties or (ii) the average percentage, by fair market value
(or, if the corporation is not publicly traded and either is a controlled
foreign corporation or makes an election, by adjusted tax basis), of its assets
that produce or are held for the production of passive income is 50% or more.
Amarc appears to have been a PFIC for the fiscal year ended March 31, 2005, and
at least certain prior fiscal years. In addition, Amarc expects to qualify as a
PFIC for the fiscal year ending March 31, 2006 and may also qualify as a PFIC in
future fiscal years. Each U.S. Holder of Amarc is urged to consult a tax advisor
with respect to how the PFIC rules affect such U.S. Holder's tax situation.

Each U.S. Holder who holds stock in a foreign corporation
during any year in which such corporation qualifies as a PFIC is subject to
United States federal income taxation under one of three alternative tax regimes
at the election of such U.S. Holder. The following is a discussion of such
alternative tax regimes applied to such U.S. Holders of Amarc. In addition,
special rules apply if a foreign corporation qualifies as both a PFIC and a
controlled foreign corporation (as defined below) and a U.S. Holder owns,

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actually or constructively, 10% or more of the total combined
voting power of all classes of stock entitled to vote of such foreign
corporation (See more detailed discussion at Controlled Foreign Corporation
below).

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

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

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

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

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

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

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

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

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

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consents to revocation of the election. Because the IRS has not
established procedures for making a mark-to-market election, U.S. Holders should
consult their tax advisor regarding the manner of making such an election. No
view is expressed regarding whether common shares of Amarc are marketable for
these purposes or whether the election will be available.

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

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

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

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

Controlled Foreign Corporation

If more than 50% of the total combined voting power of all
classes of shares entitled to vote or the total value of the shares of Amarc is
owned, actually or constructively, by citizens or residents of the United

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States, United States domestic partnerships or corporation, or
estates or trusts other than foreign estates or trusts (as defined by the Code
Section 7701(a)(31)), each of which own, actually or constructively, 10% or more
of the total combined voting power of all classes of shares entitled to vote of
Amarc (United States Shareholder), Amarc could be treated as a controlled
foreign corporation (CFC) under Subpart F of the Code. This classification
would affect many complex results, one of which is the inclusion of certain
income of a CFC which is subject to current U.S. tax. The United States
generally taxes United States Shareholders of a CFC currently on their pro rata
shares of the Subpart F income of the CFC. Such United States Shareholders are
generally treated as having received a current distribution out of the CFC's
Subpart F income and are also subject to current U.S. tax on their pro rata
shares of increases in the CFC's earnings invested in U.S. property. The foreign
tax credit described above may reduce the U.S. tax on these amounts. In
addition, under Section 1248 of the Code, gain from the sale or exchange of
shares by a U.S. Holder of common shares of Amarc which is or was a United
States Shareholder at any time during the five-year period ending on the date of
the sale or exchange is treated as ordinary income to the extent of earnings and
profits of Amarc attributable to the shares sold or exchanged. If a foreign
corporation is both a PFIC and a CFC, the foreign corporation generally will not
be treated as a PFIC with respect to United States Shareholders of the CFC. This
rule generally will be effective for taxable years of United States Shareholders
beginning after 1997 and for taxable years of foreign corporations ending with
or within such taxable years of United States Shareholders. Special rules apply
to United States Shareholders who are subject to the special taxation rules
under Section 1291 discussed above with respect to a PFIC. Because of the
complexity of Subpart F, a more detailed review of these rules is outside of the
scope of this discussion. Amarc does not believe that it currently qualifies as
a CFC. However, there can be no assurance that Amarc will not be considered a
CFC for the current or any future taxable year.

F.          
Dividends and Paying Agents

Not applicable.

G.          
Statement by Experts

Not applicable.

H.          
Documents on Display

Exhibits attached to this Form 20-F are also available for
viewing at the offices of Amarc, Suite 1020 - 800 West Pender Street, Vancouver,
British Columbia V6C 2V6 or on request of Amarc at 604-684-6365, attention:
Shirley Main. Copies of Amarcs financial statements and other continuous
disclosure documents required under the British Columbia Securities Act
are available for viewing on the internet at www.sedar.com. . The Company's
filings with the United States Securities and Exchange Commission are available
for viewing at www.sec.gov.

I.          
Subsidiary Information

Not applicable.

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

(a)          
Transaction Risk and Currency Risk Management

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

(b)          
Exchange Rate Sensitivity

Amarcs administrative operations are in Canada. The Company
typically holds most of its funds in Canadian dollars and typically acquires
foreign currency on an as-needed basis and hence it is not significantly
affected by exchange rate risk.

(c)          
Interest Rate Risk and Equity Price Risk

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

(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 operations risks respecting its business activities.

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

A.          
Debt Securities

Not applicable.

B.          
Warrants and Rights

Not applicable.

C.          
Other Securities

Not applicable.

D.          
American Depositary Shares

Not applicable.

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PART II

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

Not applicable.

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

Not applicable.

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

As required by Rule 13a-15 under the Securities Exchange Act
of 1934 (the Exchange Act), the Company carried out an evaluation of the
effectiveness of the design and operation of the Companys disclosure controls
and procedures as of March 31, 2006. This evaluation was carried out under the
supervision and with the participation of the Companys Chief Executive Officer,
Ronald W. Thiessen, and the Companys Chief Financial Officer, Jeffrey R. Mason.
Based upon that evaluation, the Companys Chief Executive Officer and Chief
Financial Officer concluded that the Companys disclosure controls and
procedures are effective in timely alerting management to material information
relating to the Company required to be included in the Companys periodic SEC
filings. There have been no significant changes in the Companys internal
controls or in other factors that could significantly affect internal controls
subsequent to the date the Company carried out its evaluation.

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

During the Companys most recently completed fiscal year ended
March 31, 2006, there were no changes in the Companys internal control over
financial reporting that have materially affected, or are reasonably likely to
affect, its internal control over financial reporting.

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

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

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


A.          
Audit Committee Financial Expert

The board of directors has determined that Mr. Ronald W.
Thiessen, who is also the President and Chief Executive Officer of the Company,
is a member of the audit committee of the Company who qualifies as an audit
committee financial expert based on his education and experience. Mr. Thiessen
is not independent, as that term is defined by the rules of the American Stock
Exchange. Mr. Thiessen is an accredited Chartered Accountant in Canada.

B.          
Code of Ethics

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

C.          
Principal Accountant Fees and Services

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

Services:
    Year ended March 31, 2006
    Year ended March 31, 2005Audit Fees (1)Audit-Related Fees
      (2)Tax Fees (3)All Other Fees
      (4)
    $ 15,000
    $ 11,500
    375
    1,000
    $ 15,000
    $ 12,875


Notes:

|(1) | Audit Fees include fees necessary to perform the annual
      audit and quarterly reviews of the Companys consolidated financial
      statements. Audit Fees include fees for review of tax provisions and for
      accounting consultations on matters reflected in the financial statements.
      Audit Fees also include audit or other attest services required by
      legislation or regulation, such as comfort letters, consents, reviews of
      securities filings and statutory audits.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Audit-Related Fees include services that are
      traditionally performed by the auditor. These audit-related services
      include employee benefit audits, due diligence assistance, accounting
      consultations on proposed transactions, internal control reviews and audit
      or attest services not required by legislation or
  regulation.                                                                                                                                              

From time to time, management of the Company recommends to and
requests approval from the audit committee for non-audit services to be provided
by the Companys auditors. The audit committee routinely considers such requests
at committee meetings, and if acceptable to a majority of the audit committee
members, pre-approves such non-audit services by a resolution authorizing
management to engage the Companys auditors for such non-audit services, with
set maximum dollar amounts for each itemized service. During such deliberations,
the audit committee assesses, among other factors, whether the services
requested would be considered prohibited services as contemplated by the US
Securities and Exchange Commission, and whether the services requested and the
fees related to such services could impair the independence of the auditors.

---

- 77 -

D.          
Exemptions from Listing Standards for Audit Committees

Not applicable.

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

None.

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- 78 -

PART III

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

The following audited financial statements are included with
this Annual Report:

|(1) | Auditors Report dated July 7, 2006;                                                                      
|--- | ----------------------------------------------------------------------------------------------------------
|    |                                                                                                           
|(2) | Consolidated Balance Sheets as at March 31, 2006, and
      2005;                                         
|    |                                                                                                           
|(3) | Consolidated Statements of Operations and Deficit for the
      years ended March 31, 2006, 2005 and 2004;
|    |                                                                                                           
|(4) | Consolidated Statements of Cash Flows for the years ended
      March 31, 2006, 2005 and 2004; and        
|    |                                                                                                           
|(5) | Notes to the Consolidated Financial
  Statements.                                                         

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- 79 -

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

Amarc has elected to provide financial statements required by
Item 17.

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- 80 -

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

The following exhibits are filed with this Annual Report on
Form 20-F in respect of the current year:

|Exhibit | Description                                                                                                                                                                                                                                                                              
|------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                          
|12.1    | Certification
        pursuant to Rule 13a-14(A)/15d-14(A) of Chief Executive Officer.                                                                                                                                                                                                   
|        |                                                                                                                                                                                                                                                                                          
|12.2    | Certification
        pursuant to Rule 13a-14(A)/15d-14(A) of Chief Financial Officer.                                                                                                                                                                                                   
|        |                                                                                                                                                                                                                                                                                          
|13.1    | Certification
        pursuant to 18 U.S.C. Section 1350 of Chief Executive Officer.                                                                                                                                                                                                     
|        |                                                                                                                                                                                                                                                                                          
|13.2    | Certification
        pursuant to 18 U.S.C. Section 1350 of Chief Financial Officer.                                                                                                                                                                                                     
|        |                                                                                                                                                                                                                                                                                          
|99.1    | Consolidated
        balance sheets as at March 31, 2006 and 2005; consolidated statements
        of operations and deficit, cash flows and notes thereto for the year ended
        March 31, 2006, 2005, and 2004, together with Report of Independent Public
        Accounting Firm;

---

- 81 -

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/ Jeffrey R. Mason
_____________________________________________JEFFREY R. MASON
Director, Chief Financial Officer and Secretary

DATED: September 30, 2006

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