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AMARC RESOURCES LIMITED (the Company)

CODE OF ETHICS

|1. | Introduction and Purpose                                                                                                                                                                                                                           
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|   | This Code of Ethics sets out the ethical and behavioural
      standards expected of the Company's directors, officers, employees and
      contractors.                                                                                           
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|   | The purpose of the Code is to underpin and support the
      Company's vision and values that govern our individual and collective
      behaviour. The vision and values set out below are an integral part of the
      Company's Code of Ethics.
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|2. | The Companys Corporate Vision                                                                                                                                                                                                                     
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|   | The Company's vision is to become a successful and
      innovative mining and mineral exploration corporation.                                                                                                                                    
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|   | To achieve this vision we include the following values in
      all our activities:                                                                                                                                                                
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|3. | Integrity and Objectivity                                                                                                                                                                                                                          
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|   | We have an obligation to be straightforward, honest and
      sincere in our approach to our work and to avoid improper personal
      benefits as a result of our position.                                                                       
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|   | We have an obligation to ensure that our individual
      interests do not interfere, or appear to interfere, with the Company's
      interests. We will be impartial, intellectually and
  morally                                               

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|   | honest and minimize actual and perceived conflicts of
      interest. We will be fair and not allow prejudice or bias to override our
      objectivity.                                                                                                                                                                                                                                                                               
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|   | We will not have any undisclosed and unapproved business
      relationships, including with joint venture participants, suppliers,
      customers or competitors, that might impair, or appear to impair, the
      independence of any judgement that we may make on behalf of the
      Company.                                                                                                                                   
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|   | We will not pay or accept any bribe, gratuity or other
      inducements in the course of our business dealings on behalf of the
      Company.                                                                                                                                                                                                                                                                                        
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|4. | Fair Dealing, Due Care                                                                                                                                                                                                                                                                                                                                                                                                                 
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|   | We will deal honestly and fairly in all our dealings with
      the Company's shareholders, joint venture participants, customers,
      suppliers, professional advisors, competitors and other
    stakeholders.                                                                                                                                                                                                                     
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|   | We will maintain a high standard of competence, only
      undertaking work that we can expect to complete with professional
      competence. We will complete our obligations with due care and in a timely
      manner. We will carry out our work in accordance with the highest
      technical and professional standards appropriate to that work.                                                                             
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|   | We will use the utmost skill and care in our recruitment
      and employment practices, and treat all colleagues with respect and
      dignity.                                                                                                                                                                                                                                                                                      
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|5. | Use of Company Assets and Property                                                                                                                                                                                                                                                                                                                                                                                                     
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|   | We will use our best endeavours to protect the Company's
      assets and property in our control for the legitimate business purposes of
      the Company, and will not use that property for any other purpose,
      including for personal gain.                                                                                                                                                                                  
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|6. | Use of Company Information                                                                                                                                                                                                                                                                                                                                                                                                             
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|   | We will use the Company's corporate information gained
      during our relationship with the Company only in the best interests of the
      Company and not for personal gain. We will keep the Company's corporate
      information confidential, at all times. We will trade our shares on the
      Company in strict compliance with all applicable laws and where required,
      will properly and timely report such trading.
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|   | We will ensure that the Company provides full, fair,
      accurate, timely and understandable disclosure in all reports and
      documents publicly disclosed, so that the public is properly informed and
      not misled by statements or omissions.                                                                                                                                                                              
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|7.  | Compliance with all Laws, Regulations and
    Rules                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
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|    | We will at all times act honestly and in good faith, and
      comply with all applicable laws, including legislation, regulations, local
      by-laws and Rules (including the TSX Listing Rules) and codes of practice
      in the countries in which the Company operates or where it has registered
      issuer status. We will ensure our exploration and development practices
      not only comply with all applicable laws and regulations but adhere to
      best in class standards.                                                                                                                                                                                                              
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|8.  | Professional Behaviour, Compliance with Corporate
      Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
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|    | We will conduct ourselves, both at work and outside of
      business hours, in a manner consistent with the good reputation of the
      Company and refrain from any conduct that might bring discredit to the
      Company. In particular, all staff will refrain from taking any action that
      improperly influences, coerces, manipulates, or misleads the firm engaged
      in the performance of the audit of the financial statements of the Company
      (and subsidiaries).                                                                                                                                                                                                                       
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|    | We will at all times behave and conduct ourselves in a
      manner that is consistent with the Company's vision and values set out in
      this Code, and will comply with all Corporate Policies.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
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|9.  | Compliance with Code of Ethics                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
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|    | This Code forms part of every one of the Company's
      employee's conditions of employment and for all officers and directors as
      well. Failure to comply with the Code can result in disciplinary action
      including, where appropriate, dismissal. Compliance with this Code shall
      be taken into account on a regular basis when assessing individual
      performance. Failure of contractors to comply with this Code may result in
      termination of the contractors contract for services with the
    Company.                                                                                                                                                                        
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|    | If any person becomes aware of a breach, or suspected
      breach, of this Code, they must report it immediately to their manager and
      company secretary for action. If this is inappropriate or uncomfortable
      for the individual, the breach, or suspected breach, should be reported to
      another member of the senior management team and the company secretary for
      action. No action will be taken against any individual reporting a breach,
      or suspected breach, by virtue of that report. Subject to any legal
      restriction, the name of the person disclosing the information pertaining
      to breach, or suspected breach, of this Code will be kept
    confidential.
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|10. | CEO and Senior Financial Officers                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
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|    | The Sarbanes Oxley Act 2002(USA) encourages all
      corporations subject to SEC regulations to maintain a code of ethics
      covering senior financial officers, including the CEO. The ethical and
      behavioural standards reflected in that Act are the basic tenets
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| | ethical and professional conduct adopted by the Company
      in this Code for all its staff and contractors, and as such apply equally
      to the CEO and CFO, and any other senior finance staff.
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