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**UNITED STATESSECURITIES 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 SECURITIESEXCHANGE ACT OF 1934
  For the fiscal year ended March 31, 2003 (with other information to July
  31, 2003 except where noted)

OR

 ̈ TRANSITION REPORT
  PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF
  1934 
  For the transition period from _______________ to __________________

CIK # 1175596 
  Commission file number 0-49869

AMARC RESOURCES LTD.


AMARC RESOURCES LTD.(Translation of Registrants name into English)

|                                                | Suite 1020 - 800 West Pender Street         
|----------------------------------------------- | --------------------------------------------
|BRITISH COLUMBIA, CANADA                        | Vancouver, British Columbia, Canada, V6C 2V6
|(Jurisdiction of incorporation or organization) | (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 | Name of each exchange on which registered
|------------------- | -----------------------------------------
|None                | Not applicable                           

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

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- 2 -

Common Shares without Par Value(Title of Class)

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

Number of outstanding shares of Amarcs only class of
  capital stock as on March 31, 2003.

15,468,890 Common Shares Without Par Value

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 1934during the preceding 12 months (or for such shorter period that
  Registrant was required to file such reports), and (2) has been subject to such
  filing requirements for the past 90 days.

NOT APPLICABLE

Indicate by check mark which financial statement item Registrant
  has elected to follow:

Item 17 x                                Item
  18  ̈

(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

Currency and Exchange Rates

All monetary amounts contained in this Annual Report are, unless
  otherwise indicated, expressed in Canadian dollars. On July 31, 2003, the Federal
  Reserve noon rate for Canadian Dollars was US$1.00=Cdn$1.4048 (see Item 3 for
  further historical Exchange Rate Information).

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

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|        |                                                                              | Page
|------- | ---------------------------------------------------------------------------- | ----
|        |                                                                              |     
|ITEM 1  | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS                        | 1   
|        |                                                                              |     
|ITEM 2  | OFFER STATISTICS AND EXPECTED TIMETABLE                                      | 1   
|        |                                                                              |     
|ITEM 3  | KEY INFORMATION                                                              | 1   
|        |                                                                              |     
|ITEM 4  | INFORMATION ON THE COMPANY                                                   | 7   
|        |                                                                              |     
|ITEM 5  | OPERATING AND FINANCIAL REVIEW AND PROSPECTS                                 | 19  
|        |                                                                              |     
|ITEM 6  | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES                                   | 24  
|        |                                                                              |     
|ITEM 7  | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS                            | 30  
|        |                                                                              |     
|ITEM 8  | FINANCIAL INFORMATION                                                        | 32  
|        |                                                                              |     
|ITEM 9  | THE OFFER AND LISTING                                                        | 33  
|        |                                                                              |     
|ITEM 10 | ADDITIONAL INFORMATION                                                       | 35  
|        |                                                                              |     
|ITEM 11 | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                   | 50  
|        |                                                                              |     
|ITEM 12 | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES                       | 50  
|        |                                                                              |     
|ITEM 13 | DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES                              | 51  
|        |                                                                              |     
|ITEM 14 | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS | 51  
|        |                                                                              |     
|ITEM 15 | CONTROLS AND PROCEDURES                                                      | 51  
|        |                                                                              |     
|ITEM 16 | [RESERVED]                                                                   | 51  
|        |                                                                              |     
|ITEM 17 | FINANCIAL STATEMENTS                                                         | 52  
|        |                                                                              |     
|ITEM 18 | FINANCIAL STATEMENTS                                                         | 52  
|        |                                                                              |     
|ITEM 19 | EXHIBITS                                                                     | 52  

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PART 1

ITEM 1IDENTITY
  OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable (this is an Annual Report only)

ITEM 2OFFER
  STATISTICS AND EXPECTED TIMETABLE

Not applicable (this is an Annual Report only)

ITEM 3KEY
  INFORMATION

A.      Selected Financial Data

The following constitutes selected financial data for Amarc
  Resources Ltd. ("Amarc" or "the Company") for the last five fiscal years ended
  March 31, 2003, in Canadian dollars, presented in accordance with Canadian generally
  accepted accounting principles (GAAP) and United States GAAP.

|(Cdn$)                    | As at March 31 |  
|------------------------- | -------------- | -
|                          |                |  
|Balance Sheet Data        | 2003           |  
|                          |                |  
|Total assets according to |                |  
|financial statements (CDN |                |  
|GAAP)(1)                  | 1,019,106      |  
|Total assets (US GAAP)(2) | 1,019,106      |  
|Total liabilities         | 256,001        |  
|Share capital             | 8,635,675      |  
|Deficit (CDN GAAP)        | (7,878,375     | )
|Deficit (US GAAP)         | (7,878,375     | )

|(Cdn$)                     | As at March 31 | 
|-------------------------- | -------------- | 
|                           |                | 
|Period End Balances        | 2003           | 
|                           |                | 
|Working capital            | 615,880        | 
|Equipment, net             | 77,225         | 
|Reclamation deposit        | 70,000         | 
|Mineral property interests | --             | 
|Shareholders equity       | 763,105        | 
|Number of common shares    |                | 
|outstanding                | 15,468,890     | 

No cash or other dividends have ever been declared.

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- 2 -

|(Cdn$)                       | As at March 31 |  
|---------------------------- | -------------- | -
|                             |                |  
|Statement of Operations Data | 2003           |  
|                             |                |  
|Investment and other         |                |  
|income                       | (59,646        | )
|General and administrative   |                |  
|expenses                     | 789,235        |  
|Write-down of mineral        |                |  
|property interests and       |                |  
|investments                  | (581,010       | )
|Exploration expenditures     | 405,330        |  
|Loss per financial           |                |  
|statements (CDN GAAP)        | (1,854,721     | )
|Loss from continuing         |                |  
|operations per common        |                |  
|share                        | $(0.12         | )
|Loss per common share        |                |  
|(US GAAP)(2)                 | $(0.12         | )

Notes:

See Item 17 for accompanying consolidated financial statements
  reconciled to United States accepted accounting principles for further details.

The following table sets out the exchange rates, based on
  the noon buying rate, provided by the Bank of Canada, for the conversion of
  Canadian dollars into United States dollars in effect at the end of the following
  periods, and the average exchange rates (based on the average of the exchange
  rates on the last day of the month in such periods) and the range of high and
  low exchange rates for such periods.

|                   | Year ended March 31 | 
|------------------ | ------------------- | 
|                   |                     | 
|                   | 2003                | 
|End of Period      | 1.47                | 
|Average for Period | 1.55                | 
|High Period        | 1.60                | 
|Low for Period     | 1.46                | 

B.      Capitalization and Indebtedness

Not applicable (this is an Annual Report only)

C.      Reasons for the Offer and Use of Proceeds

Not applicable (this is an Annual Report only)

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- 3 -

D.      Risk Factors

Amarcs Optioned Inde Prospect Contain No Known Reserves of Ore and No Ore May be Discovered.

Amarc holds an option (see Items 4, 7 and 19) to acquire a
  100% interest in the Inde Prospect in Durango, Mexico. The Inde Property is
  Amarcs principal exploration prospect. Although there is a known body
  of mineralization on the Inde Prospect, there are no known reserves or body
  of commercially viable ore and the Inde Prospect must be considered an exploration
  prospect only. Extensive additional exploration work is required before Amarc
  can ascertain if any mineralization may be economic. Exploration for minerals
  is a speculative venture necessarily involving substantial risk. If the expenditures
  Amarc makes on the Inde property do not result in discoveries of commercial
  quantities of ore, the value of exploration and acquisition expenditures will
  be totally lost and the value of Amarc stock will be severely negatively impacted.

Immediate Funding Will be Needed to Meet Option Requirements
  for Inde Property.

Amarcs means of generating funds is through the sale
  of common shares, and Amarc will need to continue to find buyers for its treasury
  shares in order to generate sufficient funds to allow Amarc to conduct further
  exploration on the Inde Prospect after completion of the planned exploration
  program. If Amarc cannot fund exploration, its share value will be severely
  negatively impacted. Amarc believes that as a minimum it will need to raise
  $0.8 million over the next one to two years to pursue the current level of exploration
  of the Inde property. At March 31, 2003 working capital was approximately $0.6
  million. The Inde Option requires US$125,000 in option payments by December
  13, 2003. Therefore, funding for operations, exploration, and option payments
  will need to be raised over the next year for Amarc to retain all its property
  option into 2004. Should Amarc be unsuccessful in locating further funding or
  obtaining an extension, Amarc would be required to scale back its operations
  and would also lose its optioned property interest in the Inde projects.

Environmental Risks.

Unexpected environmental damage from spills, accidents and
  severe acts of nature such as earthquakes are risks which may not be fully insurable
  and if catastrophic could mean the total loss of shareholders equity.

For the Inde project, Article 27 of the Mexican Mining Law
  requires the completion of minimum annual work requirements and payment of mining
  property taxes every six months, due in January and July of each year. Mexican
  Ecological Equilibrium and Environmental Protection Law does not require an
  environmental permit to execute surface exploration activities for this project.
  Nevertheless, exploration activities must comply with Official Mexican Standard
  NOM-120-ECOL-1997, which establishes environmental protection specifications
  for direct mining exploration activities in areas with dry and temperate climates,
  with vegetation dominated by desert or tropical brush, or pine and oak forests.
  As the Inde project is not yet at an advanced state of exploration, the activities
  do not cause significant disturbance, and there is no significant cost of site
  reclamation activities that needs to be accrued or funded.

Uncertain Project Realization Values.

Amarc capitalizes acquisition costs incurred in connection
  with its mineral property interests. While Amarc believes these costs are realizable
  notwithstanding the lack of certainty whether the mineralized material of its
  projects is currently economically viable or may be classified as ore, there
  can be no assurance that Amarc could dispose of its mineral interests for their
  financial statement carrying values which would mean a diminution in the book
  value of shareholder equity. Costs not associated with a direct acquisition
  of a mineral property interest are expensed.

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- 4 -

Amarc Has No History of Earnings and No Foreseeable Earnings.

Amarc has a long history of losses and there can be no assurance
  that Amarc will ever be profitable. Amarc has paid no dividends on its shares
  since incorporation and does not anticipate paying in the foreseeable future.

Going Concern Assumption.

Amarcs consolidated financial statements have been prepared
  assuming Amarc will continue on a going-concern basis; however unless additional
  funding is obtained this assumption will have to change and Amarcs assets
  may have to be written-down to asset prices realizable in insolvency or distress
  circumstances.

General Mining Risks.

The mining industry in general is intensely competitive and
  there is no assurance that, even if commercial quantities of ore are discovered,
  a profitable market may exist for the sale of minerals produced by the Company.
  Factors beyond the control of Amarc will affect the marketability of any substances
  discovered. Mineral prices have fluctuated widely in recent years. Government
  regulations relating to price, royalties, allowable production and importing
  and exporting of minerals can adversely affect Amarc. There can be no certainty
  that Amarc will be able to obtain all necessary licenses and permits that may
  be required to carry out exploration, development and operations at its projects.
  Environmental concerns about mining in general continue to be a significant
  challenge for Amarc, as they are for all mining companies. The Company competes
  with many companies possessing far greater financial resources and technical
  facilities than itself for the acquisition of mineral concessions, claims, leases
  and other mineral interests as well as for the recruitment and retention of
  qualified employees.

Amarcs Share Price is Volatile.

The market price of a publicly traded stock, especially a
  junior resource issuer like the Company, is affected by many variables not directly
  related to the exploration success of the Company, 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 TSX Venture suggests the Companys shares will
  continue to be volatile.

The Companys Directors and Officers are Part-Time
  and Serve as Directors and Officers of Other Companies.

All of the directors and officers of the Company serve as
  officers and/or directors of other resource exploration companies and are engaged
  and will continue to be engaged in the search for additional resource 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 the Company.
  Such potential conflicts, if any, will be dealt with in accordance with the
  relevant provisions of British Columbia corporate and common law. In order to
  avoid the possible conflict of interest which may arise between the directors
  duties to the Company and their duties to the other companies on whose boards
  they serve, the directors and officers of the Company expect that participation
  in exploration prospects offered to the directors will be allocated between
  the various companies that they serve on the basis of prudent business judgement
  and the relative financial abilities and needs of the companies to participate.
  The success of the Company and its ability to continue to carry on operations
  is dependent upon its ability to retain the services of certain key employees
  and members of its board of directors.

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- 5 -

Likely PFIC Status Has Possible Adverse Tax Consequences for US Investors.

Potential investors who are US 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 subsequent years. If the Company is a PFIC for any year
  during a US taxpayers holding period, then such US 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 shares of the Company.
  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 US 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 its shareholders. A US
  taxpayer who makes the mark-to-market election generally must include as ordinary
  income each year the excess of the fair market value of the common shares over
  the taxpayers tax basis therein.

Shares of the Company may be Affected Adversely by Penny
  Stock Rules.

The Companys stock may be subject to US Penny
  Stock rules, which may make the stock more difficult to trade on the open
  market. The Companys common shares have traded on the TSX Venture Exchange
  since August 4, 1995. For further details on the market performance of the Companys
  common stock, see Item 5 Nature of Trading Market. Although the
  Companys common stock trades on the TSX Venture Exchange or TSX
  Venture, the Companys stock may be subject to US penny stock
  rules. A penny stock is defined by regulations of the US Securities
  and Exchange Commission (SEC) as an equity security with a market
  price of less than $5.00 per share. However, an equity security with a market
  price under $5.00 will not be considered a penny stock if it fits within any
  of the following exceptions:

| | (i)   | the equity security is listed
        on NASDAQ or a national securities exchange;                                                                                                                                                           
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                              
| | (ii)  | the issuer of the equity
        security has been in continuous operation for LESS than three years, and
        either has (a) net tangible assets of at least $5,000,000, or (b) average
        annual revenue of at least $6,000,000; or
| |       |                                                                                                                                                                                                                                              
| | (iii) | the issuer of the equity
        security has been in continuous operation for MORE than three years, and
        has net tangible assets of at least $2,000,000.                                                                            

If an investor buys or sells a penny stock, SEC regulations
  require that the investor receive, prior to the transaction, a disclosure explaining
  the penny stock market and associated risks. Furthermore, trading in the Companys
  common stock is currently subject to Rule 15g-9 of the Exchange Act, which relates
  to non-NASDAQ and non-exchange listed securities. Under this rule, broker/dealers
  who recommend the Companys securities to persons other than established
  customers and accredited investors must make a special written suitability determination
  for the purchaser and receive the purchasers written agreement to a transaction
  prior to sale. Securities are exempt from this rule if their market price is
  at least $5.00 per share.

Penny stock regulations will tend to reduce market liquidity
  of the Companys common stock, because they limit the broker/dealers
  ability to trade, and a purchasers ability to sell, the stock in the secondary
  market. The low price of the Companys common stock has a negative effect
  on the amount and percentage of transaction costs paid by individual shareholders.
  The low price of the Companys common stock also limits the Companys
  ability to raise additional capital by issuing additional shares. There are
  several reasons for these effects. First, the internal policies of certain institutional
  investors prohibit the

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- 6 -

purchase of low-priced stocks. Second, many brokerage houses
  do not permit low-priced stocks to be used as collateral for margin accounts
  or to be purchased on margin. Third, some brokerage house policies and practices
  tend to discourage individual brokers from dealing in low-priced stocks. Finally,
  brokers commissions on low-priced stocks usually represent a higher percentage
  of the stock price than commissions on higher priced stocks. As a result, the
  Companys shareholders pay transaction costs that are a higher percentage
  of their total share value than if the Companys share price were substantially
  higher.

The rules described above concerning penny stocks may adversely
  affect the market liquidity of the Companys securities. The Company can
  provide no assurances concerning the market liquidity of its stock or that its
  stock will not be subject to penny stock rules. For more information
  about penny stocks, contact the Office of Filings, Information and Consumer
  Services of the US Securities and Exchange Commission, 450 Fifth Street, N.W.,
  Washington, D.C. 20549, or by telephone at (202) 272-7440.

Significant Potential Equity Dilution and End of Lock-ups.

A summary of the Companys diluted share capital is as
  follows:

At July 31, 2003 there were nil options and nil warrants of
  the Company in-the-money, however, the Company has a considerable number of
  options (731,000) and warrants (5,458,210) which 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, no shares
  of the Company remain subject to any hold period restrictions in Canada or the
  United States as of July 31, 2003. The resale of outstanding shares from the
  exercise of dilutive securities would have a depressing effect on the market
  for the Companys shares. Dilutive securities represent approximately 40%
  of the Companys currently issued and outstanding common shares.

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ITEM 4INFORMATION
  ON THE COMPANY

SUMMARY

|A. | History and Development of the
      Company                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|1. | The legal name of the company
        which is the subject of this Form 20F is Amarc Resources Ltd.
        (herein Amarc or "the Company").                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|2. | Amarc was incorporated in
        British Columbia, Canada on February 2, 1993 under the laws of the Province
        of British Columbia, Canada as Patriot Resources Ltd. and
        changed its name on January 26, 1994 to Amarc Resources Ltd..                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|3. | Amarc became a public or reporting company
        in the Province of British Columbia on May 30, 1995, upon acceptance of
        its initial prospectus offering by the British Columbia Securities Commission.
        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 continues to subsist under the laws of the Province
        of British Columbia, Canada. Amarcs business office is located at
        Suite 1020  800 West Pender Street, Vancouver, British Columbia
        V6C 2V6, telephone (604) 684-6365. Amarcs registered legal office
        is located c/o its Canadian attorneys, Lang Michener, at Suite 1500, 1055
        West Georgia Street, Vancouver, B.C. V6E 4N7, telephone (604) 689-9111.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|4. | 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.                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|5. | In November 2001, Amarc
        obtained options on two properties  the Inde Prospect in Durango,
        Mexico and 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 (see Item 4D(2)) but the option
        was terminated in January 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|6. | Amarc is currently focused on the Inde Prospect
      in Durango, Mexico.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|7. | The Companys principal
        capital expenditures (there have been no material divestitures) over the
        three fiscal years ended March 31, 2003 are as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

| |  |             | Amounts deferred |           |  | Amounts expensed |          
| |  | ----------- | ---------------- | --------- |  | ---------------- | ---------
| |  |             |                  |           |  |                  |          
| |  | Fiscal year | Inde             | Fox River |  |                  | Inde     
| |  |             |                  |           |  |                  |          
| |  | 2003        | Nil              | Nil       |  | $                | 1,313,618
| |  | 2002        | Nil              | Nil       |  |                  | 1,009,592
| |  | 2001        | Nil              | Nil       |  |                  | Nil      

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- 8 -

|B. | Business Overview                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|1. | Amarcs Business Strategy and Principal Activities

      Amarc Resources Ltd. (the Company) is in
        the business of acquiring and exploring mineral exploration properties.
        Amarc is currently focusing on the Inde Prospect, Durango, Mexico. Amarc
        is under common management with eight other publicly-traded resource issuers
        managed by Hunter Dickinson Inc. (see Item 7), which supplies technical
        and administrative staff who implement the Boards strategic decisions.
        Amarc itself has no employees. 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.
      The Inde Prospect lies in an historic gold mining area
        in Mexico. Amarc has acquired an option to purchase a 100% interest in
        the Inde Prospect through an assignment (at cost) from Hunter Dickinson
        Group Inc. (HDGI), a non-arms length party (see Item
        7B). Amarc does not have any operating revenue although historically it
        has had annual interest revenue as a consequence of investing surplus
        exploration funds pending the completion of exploration programs. Amarcs
        business cannot really be said to be seasonal in nature, although exploration
        activity in cold climate locales like northern Manitoba is naturally greater
        in the summer when the terrain is not covered by snow. Some exploration
        activities (involving heavy equipment or those requiring exposure of rock
        or soil) can only be conducted in the months between the end of spring
        run-off and the return of the snow pack in the fall. Amarc may schedule
        drill programs for the winter to take advantage of lower access costs
        because ground transportation is available over frozen roads (across lakes
        and rivers). Metals prices have traditionally seen multi-year cycles of
        higher and lower prices, which can adversely impact the availability of
        exploration funds.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|C. | Organizational Structure

      Amarc operates directly through the following subsidiaries:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | The Inde Project has no
        mining, plant or equipment located thereon although the project has field
        accommodation and miscellaneous exploration equipment on site.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

FURTHER PARTICULARS OF AMARCS PROPERTIES

Glossary                               
  In this Form 20-F, the following terms have the meanings set forth herein:

|A. | Geological/Exploration Terms     
|-- | ---------------------------------
|   |                                  
|   | CarbonateReplacementDeposit (CRD)

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- 9 -

| | Cyanidation                  | Chemical process
        by which gold is extracted from ground up rock material by forming gold-cyanide
        compounds.                                                                                                                                                                                                                                                                                       
| | ---------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                              |                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Epithermal                   | Deposit of
        mineralization formed by natural processes in the earth at low temperature,
        50-200oC often within structurally controlled veins.                                                                                                                                                                                                                                                       
| |                              |                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Mineral Symbols              | Au  gold;
        Ag  silver; Cu  copper; Fe  iron; Na  sodium;
        Ni  nickel; O  oxygen; Pd - palladium; Pt  platinum;
        Pb  lead; S  sulphur; Zn  zinc.                                                                                                                                                                                                                                   
| |                              |                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Monzonite                    | Igneous intrusive
        rocks of intermediate composition, containing equal amounts of alkali
        and plagioclase feldspar, and mafic minerals but little quartz. Thought
        to be associated with mineralizing event at Inde Project, Mexico.                                                                                                                                                         
| |                              |                                                                                                                                                                                                                                                                                                                                                                                                                   
| | 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.                                                                                                                                                                                                       
| |                              |                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Porphyry                     | Rocks in which
        there are larger crystals in a groundmass of smaller crystals.                                                                                                                                                                                                                                                                                                                             
| |                              |                                                                                                                                                                                                                                                                                                                                                                                                                   
| | 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-feldsparPorphyry Dyke | Quartz and
        feldspar are the most common rock forming minerals in the earths
        crust. 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.                                                                                                                                                                                                                                                                                                                     
| |                              |                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Vein                         | A tabular or
        sheet-like mineral deposit with identifiable walls, often filling a fracture
        or fissure.                                                                                                                                                                                                                                                                                             
| |                              |                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Working Interest             | Means a pro
        rata beneficial participating interest in the mineral interests and any
        other assets in a joint venture operating a mineral project and includes
        the right to receive the same interest of profits and subject to the obligation
        to fund the same share of costs and losses from its operation, and subject
        as well to any overriding royalties on production.

B.      Currency and Measurement

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

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- 10 -

Conversion of metric units into imperial equivalents is as
  follows:

| | Metric Units | Multiply by | Imperial Units            
| | ------------ | ----------- | --------------------------
| | hectares     | 2.471       | = acres                   
| | Metres       | 3.281       | = feet                    
| | kilometres   | 0.621       | = miles (5,280 feet)      
| | Grams        | 0.032       | = ounces (troy)           
| | Tonnes       | 1.102       | = tons (short) (2,000 lbs)
| | grams/tonne  | 0.029       | = ounces (troy)/ton       

(1)     Inde Prospect, Durango, Mexico

Legal Agreements Summary

Pursuant to an agreement dated November 15, 2001, Hunter Dickinson
  Group Inc. (HDGI), a non-arms-length party owned by family
  trusts of Amarcs insiders (see Item 7B), HDGI assigned to Amarc 100% of
  HDGIs interest in an option to purchase a Mexican mineral prospect known
  as Inde, originally dated March 13, 2001 and amended August 22 and
  September 6, 2002. The Inde Prospect option was assigned in consideration of
  the payment by Amarc to HDGI of $1.00 and the repayment of HDGIs costs
  incurred on the Inde Prospect to date in the amount of approximately US$400,000.
  These costs include reimbursement for two initial option payments made to the
  underlying Inde concession owner (US$225,000), plus reimbursement of HDGIs
  costs to acquire two other adjacent mineral claims (US$50,000), plus tax on
  both of these payments and reimbursement of exploration costs (about US$125,000).

The terms of the underlying Inde mineral concession option,
  as amended, granted by Comercializadora y Arrendadora Parral, S.A. de C.V. (Parral),
  as owner and optionor, provide that a 100% interest in the Inde Prospect can
  be purchased by Amarc provided it makes staged payments totalling US$4,000,000
  to the Optionor within 54 months of the date of the agreement. In September
  2002, the Company received approval to pay US$25,000 of the scheduled option
  payment then due, and in November 2002, the Company and the vendor agreed to
  a new schedule of payments of US$125,000 every six months commencing in December
  2003 and a balloon payment of US$3,000,000 in June 2006. A 4% net smelter royalty,
  capped at US$2 million over the project life, is also payable on the two claims
  under the purchase option.

The new schedule of option payments are listed below:

| | Due Date           | Amount (US$)  |       
| | ------------------ | ------------- | ------
| |                    |               |       
| | March 13, 2001     | $     100,000 | (paid)
| | September 13, 2001 | 125,000       | (paid)
| | March 13, 2002     | 125,000       | (paid)
| | September 13, 2002 | 25,000        | (paid)
| | December 13, 2003  | 125,000       |       
| | June 13, 2004      | 125,000       |       
| | December 13, 2004  | 125,000       |       
| | June 13, 2005      | 125,000       |       
| | December 13, 2005  | 125,000       |       
| | June 13, 2006      | 3,000,000     |       

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- 11 -

The Inde Prospect is subject to a finders fee agreement
  with International Mineral Development and Exploration, Inc. (Imdex)
  of Tucson, Arizona, which located the prospect. Imdex is entitled to receive
  fees based on a percentage of Amarcs acquisition and exploration costs
  in relation to Inde to a maximum of $2 million. The finders fees are payable
  as to 10% of the first $300,000; 7.5% of the next $700,000; and 5% on costs
  greater than $1,000,000. To October 31, 2002, C$223,695 in finder's fees had
  been paid in cash and common shares of Amarc. Imdex is at arms length
  to Amarc and to HDGI.

Inde Prospect Geological and Related Technical Matters

Location and Access

The 36 square km Inde mining district occurs in the northern
  portion of the State of Durango, Mexico (Figure 1). The town of Inde, where
  basic services and supplies are available, is located approximately 8 km to
  the northeast of the center of the historical mine workings that are located
  on the property.

The property is accessed by 150 km of paved highway southeast
  of the mining supply center of Parral, Chihuahua, or by 235 km of paved highway
  west-northwest from Torreon, site of a major smelter and metallurgical complex.
  Local property access is by a network of good quality gravel roads from the
  town of Inde. Driving time by two-wheel-drive vehicle from the town of Inde
  is approximately 20 minutes.

Property Area and Title

The Inde Prospect consists of five contiguous mineral concessions,
  totalling 278.8 hectares, situated in the southwest corner of the district.
  Three of these, Unificación Paco, La Terrible and El Engano (totalling
  248.6 hectares), are exploitation concessions and two, La Discordia and El Matracal
  (totalling 30.2 hectares), are exploration concessions (see Exploration
  in Mexico below regarding these types of concessions). The largest is
  the Unificación Paco exploitation permit #204,514 with an area of 240.6
  hectares.

Exploration History

The Spanish first started mining in the district, then known
  by the aboriginal name INDEHÉ meaning Disks of Gold, in the
  1500s, focusing on recovery of gold from surface oxide zones in the Inde Prospect
  and silver-bearing veins east of the Inde Prospect. The more accessible oxide
  ores remained attractive to small-scale miners until modern-times.

Consolidation and modern development of the district began
  about 1890 when North American miners acquired prospects in the area. In 1900,
  gold cyanidation plants were in operation and three companies mined gold at
  Cieneguillas until 1913. In 1927, the Cieneguillas area gold mines were consolidated
  into the Compania Minera y Beneficiadora de Inde, S.A. and a 150-ton per day
  cyanide mill, suitable for oxide ores, was installed. The following table is
  a sample record of data of ore production and grades reported by Compania Minera
  y Beneficiadora de Inde, S.A.:

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- 12 -

Table 1 - Examples Of Ore Production, 19311

| |                |               |               | Grades (g/t)
| | -------------- | ------------- | ------------- | ------------
| | Month          | Mine          | Metric Tonnes | Gold        
| | January 1931   | Guadalupe     | 3145          | 16.9        
| |                | Terrible      | 428           | 19.0        
| |                | Matracal      | 725           | 12.3        
| |                |               |               |             
| |                | Total         | 4298          | 16.3        
| |                |               |               |             
| |                |               |               |             
| | February 1931  | Guadalupe     | 2811          | 19.3        
| |                | Terrible      | 425           | 16.4        
| |                | Matracal      | 812           | 12.9        
| |                |               |               |             
| |                | Total         | 4048          | 17.7        
| |                |               |               |             
| |                |               |               |             
| | September 1931 | Guadalupe     | 2398          | 13.6        
| |                | San Francisco | 234           | 14.2        
| |                | Terrible      | 511           | 17.1        
| |                | Matracal      | 1190          | 10.7        
| |                |               |               |             
| |                | Total         | 4333          | 13.3        
| |                |               |               |             

1 Cia. Minera y Beneficiadora de Inde,
  S.A Internal Company Memos  Feb. 20, 1931 and Oct.15, 1931

Mining ceased in 1935 when sulphide material was encountered.
  There has been only very minimal exploration or development of the sulphide
  mineralization, which is understood to underlie the oxide mineralization. Readers
  are cautioned that material which was considered to be "ore" using 1931 standards
  may not be considered "ore" by current standards.

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- 13 -

Figure: Geology and Mineralization

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- 14 -

Regional Geology

The Inde mining district is located on the eastern flank of
  the Sierra Madre Occidental Geological Province, a north-northwesterly trending
  belt of Tertiary (geological period from 66 to 2 million years ago) volcanic
  rocks. Tertiary volcanic rocks and Cretaceous sedimentary rocks underlie most
  of the state of Durango. Felsic to intermediate intrusions (quartz diorite,
  granodiorite, granite and rhyodacite porphyry) are also found throughout the
  state.

The Tertiary volcanic rocks host numerous epithermal (deposit
  formed at low temperature, 50-200oC often as structurally controlled
  veins) gold-silver vein districts in Mexico, including Tayoltita in western
  Durango and Ocampo in Chihuahua. The Cretaceous limestones are important hosts
  to major carbonate (or limestone) hosted replacement deposits (CRD)
  throughout Mexico.

Property Geology

The geology of the Inde Property is shown in Figure 2. The
  sedimentary sequence extends in age from the Lower Cretaceous to Quaternary.
  Lower Cretaceous limestone (Guadalupe Formation) is overlain by sedimentary
  rocks of the Coloradas Formation, and unconformably overlain by the Upper Cretaceous
  Union Formation volcanic rocks and Tertiary conglomerate. Next are rhyolitic
  volcanic rocks of the Inde Formation. The sequence is intruded by monzonite
  stocks and dykes of probable Upper Cretaceous age, and quartz-feldspar porphyry
  bodies that formed at the same time as volcanic rocks of the Tertiary Inde Formation.

The widespread mineralization in the Inde mining district
  occurs in the Guadalupe Limestone and, to a lesser extent, in the Union Formation
  volcanic rocks, and is thought to be related to the Tertiary intrusions. Therefore,
  the sequence of geological units on the Inde property is comparable in age and
  type to those which host both epithermal and carbonate hosted replacement deposits
  elsewhere in Mexico.

The geological structure of the district is complex, with
  three dominant structural trends. In the main gold zone, faults, veins and replacement
  bodies follow a strong N50-N60W strike, coincident quartz-feldspar porphyry
  sills and dykes that run parallel to bedding in the limestones. Veins occur,
  predominantly, in an east-west orientation. A secondary, northeasterly-trending
  set of veins is also present.

Although various interpretations have been proposed to account
  for the steeply dipping relationship of the units at Inde, the one that is favoured
  by Amarc from its work so far is that the events that created the limestone
  highlands are an important control for mineralization. These simple
  northwest trending uplifted blocks, or horsts, are cut by structures developed
  during two periods of intrusive (with or without hydrothermal) activity.

Mineralization

Mineralization in the Inde mining district consists of two
  main types that occur in different parts of the district but are both associated
  with intrusive activity that occurred during the late Tertiary period. In order
  of economic significance, these are gold bearing, massive sulphide, carbonate
  replacement deposits developed in limestone at the contact between limestone
  and monzonite intrusive rocks and/or along structures within the limestone units,
  and precious and base metal bearing epithermal veins developed along east-west
  or northwest-southeast trending structural zones.

Summary and Exploration Program

The gold bearing massive sulphide carbonate replacement mineralization
  is potentially the most economically significant ore type in the district. Historic
  gold production has been from the oxidized upper portions of massive sulphide
  replacement bodies above the water table (i.e. 100-200 m below surface).

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- 15 -

Approximately 3,300 m of favorable limestone-intrusive contact
  zone exists on the Inde Prospect, of which approximately 1,300 m is currently
  known to be mineralized. The depth and extent of these zones remains untested.

The Matracal deposit is located 100 m southeast of
  the Guadalupe mine. This deposit consists of black, specularite (iron
  oxide mineral)-magnetite-pyrite-malachite along the southern limestone-quartz
  conglomerate contact, near a dyke-like intrusion of quartz-feldspar porphyry.
  The zone strikes to the northwest, dips steeply and can be traced for 600 m
  on surface. The depth extent of the Matracal mineralization is untested.
  Matracal averages 6 to 10 m in thickness with reported grades of 10 g/t
  Au and 15 g/t Au in oxidized zones of a surface cut.

A two-phase exploration program was recommended for the Inde
  Prospect, and now has largely been completed. Phase 1 consisted of both surface
  and underground geological mapping and rock sampling. Phase 2 focused on drill
  testing for massive sulphide carbonate replacement bodies below the current
  level of oxidation and limits of historic mining to obtain a preliminary determination
  of the size and grade potential of auriferous sulphide bodies. Metallurgical
  studies would be undertaken on massive sulphide samples obtained through underground
  sampling and the drill testing program. Phase 2 would test targets delineated
  by Phase 1.

Recent Exploration

Amarc has largely completed the exploration program, and made
  the March 2002 and renegotiated September 2002 option payments to the Inde Prospect
  Optionor. The Phase 1 program included transit surveying and geological mapping
  at surface and in underground workings. Site work took place in February 2002
  and cost about $135,000.

A mineralized trend, encompassing the Terrible to Guadalupe
  areas, was traced for over 1,100 m from La Libertad portal at surface, and is
  shown to continue further to the east on maps of the underground workings. A
  comparison of the surface and underground maps indicate that the most intensively
  mined areas with the best grades at depth do not necessarily coincide with the
  best mineralized areas at surface, that is, as seen in open cuts. Up to five
  mineralized structures, are indicated from open cuts. The structures are subparallel
  to the contact of limestone and monzonite units. These main structures are offset
  by cross-cutting east-northeasterly trending structures. The latter structures
  are also mineralized and some have been mined. The width of the mineralized
  zones increases where the main structures intersect with the cross-structures.

A drilling program began in May and was completed in mid-August
  2002, at a cost of about $1,045,000. Fourteen holes, totalling 4,333 m and spaced
  25 m to 200 m apart, were drilled along a 600 m portion of the known strike
  length of the mineralized contact zone (Figure 3).

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- 16 -



FIGURE: DRILL PLAN

Drilling targeted zones of gold-bearing massive sulphides
  below or near extensive historic stopes and other workings. Over one million
  ounces of gold had been produced from the oxidized, near-surface portions of
  the mineralized bodies. All fourteen holes intersected significant widths of
  oxide or sulphide mineralization, and ten of the holes returned significant
  values as shown in Table 2.

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- 17 -

|TABLE 2- 2002 DRILLING ASSAY RESULTS
|------------------------------------
|                                    
|Drill Hole                          
|No.                                 
|                                    
|1                                   
|3                                   
|Includes                            
|4                                   
|Includes                            
|5                                   
|5                                   
|6                                   
|6                                   
|6                                   
|6                                   
|8                                   
|Includes                            
|9                                   
|Includes                            
|9                                   
|11                                  
|Includes                            
|13                                  
|14                                  

|1 = DDH 5:  | 188.19 to 211.4 (23.21m); <6.6m core recovered, timber from stopes recovered.
|----------- | -----------------------------------------------------------------------------
|2 = DDH 6:  | 194.49 to 197.54 (3.05m) and 220.0 to 224.9 (4.9m): open cavities or stopes. 
|3 = DDH 11: | 122.45 to 124.60 (2.15m) and 125.2 to 127.6 (2.4m): open cavities or stopes. 

During the drilling program, Amarc initiated and carried out
  a confirmatory re-assay program using two kilogram reject samples and metallic
  screen analysis in order to eliminate the possibility of erratic gold distribution
  or nugget gold effect within the assay database.

Drill holes 5, 6 and 11 intersected open stopes; higher-grade
  material was removed from these zones by historic mining activities. Intersections
  in holes 5 through 11 occur at a contact of limestome and intrusive rock in
  the Pleyades area; the mineralization is open along strike to the southeast,
  northwest and down dip.

There are several additional areas to be tested. To the northwest,
  these include La Libertad, Terrible and Amazonas and to the southeast, these
  include Matracal and Buena Vista. Amarc is currently targeting sources of additional
  funding through alliances with financial, exploration and mining entities for
  further exploration programs at Inde.

Information from the 2002 programs was compiled and reviewed
  by HDIs geological staff retained by Amarc. Daniel B. Kilby, B.A.Sc.,
  P.Eng., the named expert, was the site geologist and has reviewed the disclosure
  herein for accuracy and completeness. His consent was attached as an exhibit
  in the Form 20-F initial registration statement filed in 2002 (see Item 19).

Mineral Exploration in Mexico

Numerous Canadian mining companies have mineral operations
  in Mexico. Restrictive foreign ownership laws and political instability in previous
  years reduced the desirability of investment. In 1993, Mexico enacted legislation
  that allows 100% foreign ownership of certain Mexican assets including mining
  properties through 100% ownership of Mexican companies. In addition, the North
  American Free Trade Agreement (NAFTA) came into effect on January
  1, 1994, further reducing barriers for foreign

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- 18 -

investment by Canadian and United States companies. NAFTA
  will phase-out trade barriers, such as tariffs, import licensing requirements,
  quotas and the requirement that products contain a specified percentage of domestic
  content. NAFTA will also reduce investment barriers, such as equity or management
  control restrictions, sector-specific investment bans, export performance requirements,
  local content and domestic sales requirements, technology transfer, licensing
  regulations and participation of foreign investment in certain industrial activities.

Corporate income tax rates in Mexico are 35% for fiscal year
  2002, but this percent will be reduced for the next four years at the rate of
  one percent every year. There is also a minimum tax of 1.8% of assets. Amarc
  will not earn income in the foreseeable future. Mexico also has a value added
  tax (VAT) at a rate of 15%. Credits for the VAT are available for
  exports. For the calculation of corporate tax fixed assets are depreciated on
  a straight-line basis at a rate of 5% to 100% dependent on the type of asset.
  Losses can be carried forward for 10 years for corporate tax purposes. Dividends
  are subject to a dividend tax only if the distribution is from earnings on which
  corporate income tax has not been paid. Withholding tax at a rate of 10% - 25%
  is applied to payments of interest, technical assistance and royalties and 35%
  to royalties on intellectual property and trade names and marks. There are no
  restrictions on capital repatriation. The Mexican currency, the Peso, has suffered
  depreciation in the past few years but appears to have now achieved a degree
  of stability.

Under Mexican mining law, the Ministry of Economy, through
  the General Bureau of Mines, will grant to individuals with Mexican nationality
  and companies organized pursuant to the Mexican laws, among others, the legal
  rights to mining concessions, which are required in order to carry out exploration
  and exploitation of minerals or substances that are subject to the Mining Law.
  The concessions granted are of two kinds: the first, for exploration,
  which will have a non-renewable effective period of 6 years, counted from the
  date of registration with the Public Registry of Mining. An exploration concession
  can be replaced, if the concessionaire requests, by an exploitation concession
  which has an effective period of 50 years, also counted from its registration
  with the Public Registry of Mining. The concession for exploitation can be renewed
  for equal periods, provided there are no grounds for cancellation as established
  by the Mining Law. As noted under Property Area and Title above,
  the Inde Project includes both exploration and exploitation concessions.

The Company is of the view that local Mexican economic, currency
  and mining tenure conditions need not significantly adversely affect its operations.
  Any minerals produced from its Mexican properties would be sold by the Company
  in US Dollars at world prices. The costs of equipping a mine would likely be
  paid largely in US Dollars.

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- 19 -

ITEM 5OPERATING
  AND FINANCIAL REVIEW AND PROSPECTS

Overview

Amarc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 in order to enhance the
  value of the project and then seek to sell or joint venture the project to a
  major mining company. Amarc, as an active junior resource issuer, does not consider
  it likely that even if project economics warrant commercial production, that
  Amarc itself would place the Inde Project into commercial production, as such
  operations require large corporate, technical and financial infrastructure which
  Amarc does not have nor does it intend to acquire. None of Amarcs currently
  held or to be acquired mineral deposits currently is known to host a mineral
  reserve which has been subject to sufficient development work to determine that
  it is economic at current metals prices.

Under an Accounting Guideline No. 11 (AcG11) of
  the Canadian Institute of Chartered Accountants, which is the professional body
  which sets accounting disclosure standards in Canada, the Company has determined
  that it is likely to be classified as a development stage issuer.
  AcG11 recommends that an enterprise be considered to be in the development stage
  when its principal operations have not commenced and gives factors which suggest
  development stage accounting may be appropriate. These factors include the absence
  of significant revenues and that a significant portion of its available funding
  and employees are not involved in operating activities which generate revenue
  but rather are engaged in the establishment of a capital asset in anticipation
  of operating activities. Also, due to the lack of operations which generate
  profits, another factor is that the recoverability of the cost of the development
  stage issuers capital assets may be uncertain. The Company has concluded
  that its lack of revenue, given the absence of commercial mining activities
  at Inde, is indicative that the Company is in the development stage. Assuming
  the Company is a development stage enterprise, AcG11 provides that there must
  be a particularly careful assessment of the recoverability of the carrying amounts
  of the deferred acquisition costs relating to the Inde Project.

In fiscal 2002, the Company changed its accounting policy
  whereby acquisition costs will continue to be deferred but exploration expenses,
  which had been deferred under the old policy, will be charged to operations
  as they are incurred. The financial statements for 2002 reflect this policy
  and the comparative numbers have been restated to reflect the change. AcG11
  also encourages the use of cumulative from inception disclosure
  of all figures in an issuers statement of operations and cash flows, however
  the preparation of this information for the Company, given its 10 year history,
  would not be meaningful in the context of its current financial disclosure and
  accordingly the Company has not implemented this elective provision of AcG11.

Amarcs results of operations are economically evaluated
  on an event driven basis in that exploration expenditures yield
  information on the nature, extent and statistical confidence (primarily from
  diamond drill exploration programs) in a mineralized deposits size and
  continuity, information that is not in the financial statements. Thus, 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. Amarc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 although liquidity statistics
  will be important. Although Amarc calculates an annual loss per share (which
  has varied over a range of $0.02 to $0.37 over the last three fiscal years),
  Amarc is of the view that its share price does not vary in accordance with the
  loss per share statistic but rather Amarc share prices vary with the price of
  the underlying market for gold and the outlook for it.

---

- 20 -

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.

Amarc does not believe that it is significantly impacted by
  the effects of inflation and the Canadian dollar has fluctuated in a relatively
  narrow band to the United States dollar US$1.00: Cdn$1.45 to $1.61 during these
  three years. For additional details respecting the five year historical exchange
  rates, see Item 4. Amarc has not been significantly affected by government economic,
  fiscal, monetary or political policies, and the outlook for Amarcs assets
  primarily relate to the outlook for gold. For information relating to the historical
  prices for gold, see Item D, Trend Information below.

Operating Results  Fiscal 2003 Compared to Fiscal
  2002

Amarc recorded a loss of $1,854,721 in fiscal 2003, as compared
  to a loss of $3,886,618 over the 2002 fiscal year. The 2003 loss includes losses
  and write downs on marketable securities totaling $600,510.

Operating expenses for the 2003 fiscal year are $1,194,565,
  as compared to $4,323,110 in the previous fiscal year and $2,303,027 in the
  first nine months of fiscal 2003. Overall expenses also include a $97,438 grant
  recovery of Fox River exploration expenditures that was received from the Manitoba
  government as part of a mineral exploration incentive program. Quarter to quarter
  expenses dropped because exploration wound down at both the Fox River and the
  Inde projects in the third quarter of the year.

Exploration expenses in fiscal 2003 were $1,802,768, compared
  to $3,728,406 spent in the fiscal 2002. Of the exploration expenses, $489,150
  was spent on Fox River and $1,313,618 was spent on Inde. Exploration expenditures
  for Fox River were mainly geological ($198,247), associated with the cost of
  report writing and project supervision incurred by Falconbridge, and project
  management and development of technical reports by Hunter Dickinson for the
  exploration programs. Other significant expenditures on Fox River included drilling
  ($170,756) and the cost to charter helicopters ($70,097) for drill moves and
  other transportation related to the exploration program.

The highest exploration expenses at Inde were for drilling
  ($467,227) during the period of May to August 2002, geological ($297,126) for
  geological mapping and supervision of the drilling program as well as report
  writing. Other significant costs included site activities ($226,417) for camp
  mobilization and demobilization and the completion of reclamation of drill sites,
  $121,301 property fees and assessments, $45,078 in option payments and $51,273
  in assays and analyses of drill core samples.

Overall administrative costs increased in fiscal 2003 from
  the previous year to $789,235 from $594,704. The main increases are in office
  and administration (2003$107,304; 2002$79,820) and salaries and
  benefits (2003$278,770; 2002$110,776). The increase in office and
  administration costs, and a significant part of the salaries and benefits expenditures,
  are due to wages for increased management attention and staff support for the
  exploration programs that during the year. The cost of shareholder communications
  increased (2003$126,193; 2002$20,552) due to significantly increased
  promotional activities related to the exploration programs.

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- 21 -

Operating Results  Fiscal 2002 Compared to Fiscal
  2001

Amarc recorded a loss of $3,886,318 for the 2002 fiscal year,
  as compared to a loss of $182,898 in 2001. The substantial increase was due
  to higher exploration, operating and administrative expenses, and lower interest
  income.

Operating expenses for the year were $4,323,110, compared
  to $398,302 over the same period in the previous fiscal year. Expenses were
  higher in most categories this year, and were mostly directed toward the investigation
  and subsequent acquisition of the Inde Property and Fox River Property, funding
  the exploration work done on the Fox River project over the 2001 calendar year,
  and carrying out the winter field programs on the Inde and Fox River properties.

Exploration was by far the biggest expense in fiscal 2002
  at $3,728,406 as compared to Nil in 2001. Of the 2002 exploration expenses,
  $2,718,814 was spent on Fox River and $1,009,592 on Inde. For Fox River, the
  highest expenditure was the purchase of Expatriates option earn-in rights
  ($1,300,000). The next highest exploration expenditure was on drilling ($603,027).
  During the 2001 program, 13 holes totalling 4,473 metres were drilled, testing
  nickel-copper-PGM targets. Nine holes, totalling 1,543 metres were drilled in
  2002 for PGM and diamond targets. Some holes were completed in April and subsequent
  to year-end. Significant exploration expenditures were also made on geological
  work ($480,422), including wages for supervision of drilling and geophysical
  programs and logging drill holes; assays and analyses for drill hole samples
  ($87,676) and site activities for building roads and camp facilities and moving
  drills ($65,391). Government grants ($387,880) were received during 2002 from
  the Manitoba Mineral Exploration Assistance Program in connection with 2001
  exploration activities.

For Inde, the highest expenses included within exploration
  costs were for option payments ($628,621) and for geological expenses ($184,066)
  related to planning and carrying out the geological programs.

Significant expenditures within administration were accounting
  legal and audit (2002 - $178,908; 2001  $23,864), management and consulting
  (2002 - $110,971; 2001  $52,361), and salaries and benefits (2002 - $110,776;
  2001 - $56,136). All of these increased significantly from fiscal 2001 due to
  higher corporate activities surrounding the property acquisitions, development
  of annual information forms, financial reports and offering documents for the
  financing in the third and fourth quarters.

Operating Results  Fiscal 2001 Compared to Fiscal
  2000

Expenses for the year ended March 31, 2001 were $400,144,
  compared to $226,169 in the previous year. Amarc has assessed various exploration
  opportunities over the past year, at a cost of $235,741, and this was the largest
  expenditure made by Amarc. It is almost three times the expenditure on property
  investigations in each of the previous two years in which about $85,000 per
  year was spent. About sixty percent of the property investigation expenditures
  are attributable to wages of geological, environmental and graphics staff for
  office and site investigations, 25% to travel costs for property visits and
  15% to sample analyses and handling.

Other significant expenditures in the past year were $56,136
  on salaries and benefits for administrative staff, an increase from $43,786
  in the previous fiscal year, and management and consulting fees of $52,361.
  The latter is an increase from $40,419 in the year ending March 31, 2000. The
  increase is due to additional management activities related to reviewing the
  results from evaluations to make acquisition decisions.

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- 22 -

B.      Liquidity and Capital Resources

Overview and Recent Events

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. Amarc also issued common share
  capital in each of these three years pursuant to private placement financings.
  Amarc has no assurance of continued access to significant equity funding.

Fiscal 2003 Compared to Fiscal 2002

As of March 31, 2003, Amarc had working capital of $0.6 million,
  as compared to $2.2 million at the end of fiscal 2002. At March 31, 2003, Amarc
  had 15,468,890 common shares issued and outstanding.

On August 27, 2002, the Company closed a private placement
  of 345,710 units at a price of $0.60 per unit. Each unit was comprised of one
  common share and one share purchase warrant. Each share purchase warrant entitles
  the holder to purchase an additional common share at a price of $0.73 until
  December 27, 2003. The share purchase warrants are subject to a 45-day accelerated
  expiry if the closing price of the common shares of the Company as traded on
  the TSX Venture Exchange is at least $1.10 for ten consecutive trading days.

In December 2002, the TSX Venture Exchange gave approval for
  2,412,500 warrants exercisable at $0.40 per common share to have their original
  expiry dates of January 7, 2003 and July 7, 2003 extended to January 7, 2004.

In December 2002, the Company amended the exercise price of
  200,000 warrants (which expire December 31, 2003) from their original price
  of $1.00 to $0.50.

Fiscal 2002 Compared to Fiscal 2001

As of March 31, 2002, Amarc had working capital of $2.2 million,
  as compared to $4.4 million at the end of fiscal 2001. At March 31, 2002, Amarc
  also had 14,770,000 issued and outstanding shares.

In December 2001, Amarc agreed to privately place 2,500,000
  units in its capital at a price of $0.40 per unit, of which 1,259,000 units
  were sold to Amarcs insiders and/or their associates. Each Unit comprises
  one common share and a warrant exercisable to purchase an additional share at
  a price of $0.40 for a one-year period from the date of issuance. These shares
  were restricted from trading for a period of 4 months from issuance. The price
  of the offering was determined, subject to regulatory consent, based on the
  market price of the shares on the date of the news release publicly announcing
  the financing - December 14, 2001. A specified maximum discount to market would
  have been available but was not taken, and the financing was priced at the market
  closing price of $0.40 on that date. An additional 446,000 non-flow through
  shares were issued, concurrent with the flow-through shares, on identical terms
  and conditions, except for an additional six months added to the expiry period
  of the warrant portion of these units.

On January 24, 2002, Amarc reached an agreement in principle
  for a private placement of 2,500,000 Units at a price of $0.40 per Unit. Each
  unit comprised one common share and a share purchase warrant exercisable to
  purchase an additional share at a price of $0.50 for an eighteen month period
  from the date of issuance. This placement was completed on March 8, 2002. Amarc
  paid placement fees of $89,000, as permitted by TSX Venture Policies, on a portion
  of the private placement.

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- 23 -

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.

Amarc does not have any significant commitments for exploration
  expenditures other than approximately $0.2 million in 2003 and $0.4 million
  in each of 2004 and 2005 and $4.2 million in 2006 for fees and work commitments
  on its Inde Property, and accordingly can remain relatively flexible in gearing
  its activities to the availability of funds. As of the fiscal 2003 year end
  Amarc estimates that the cost of maintaining its corporate administrative activities
  at approximately $35,000 per month. Accordingly Amarcs management estimates
  that a minimum of $1.4 million will be needed to maintain its corporate status
  and assets over the ensuing two-year period. Amarc has a current working capital
  of $0.6 million, which is sufficient to fund the next year of administration
  cost and exploration programs.

C.      Research Expenditures

Amarc is a resource expenditure based corporation and accordingly
  does not have a program of intellectual property development or patenting or
  licensing issues.

D.      Trend Information

As a natural resource exploration company Amarcs activities
  reflect the traditional cyclical nature of metals prices.

Gold prices climbed to a high of approximately US$382 per
  ounce in February 2003, declined steadily to about US$320 in April 2003, and
  have averaged approximately US$350 in the May to July period.

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- 24 -

ITEM 6DIRECTORS,
  SENIOR MANAGEMENT AND EMPLOYEES

A.      Directors and Senior Management

|                                       |                          | Shares Beneficially
|-------------------------------------- | ------------------------ | -------------------
|Name, Position and                     | Period a Director        | Owned or           
|Country of Residence                   | of Amarc                 | Controlled(1)      
|                                       |                          |                    
|Robert G. Hunter                       | Since April 15, 1993     | 820,600 common(3)  
|Co-Chairman and Director               |                          |                    
|Canada                                 |                          |                    
|                                       |                          |                    
|Robert A. Dickinson                    | Since April 15, 1993     | 558,900 common(4)  
|Co-Chairman and Director               |                          |                    
|Canada                                 |                          |                    
|                                       |                          |                    
|Ronald W. Thiessen(2)                  | Since September 26, 1995 | 421,000 common     
|Chief Executive Officer, President and |                          |                    
|Director                               |                          |                    
|Canada                                 |                          |                    
|                                       |                          |                    
|Jeffrey R. Mason                       | Since September 26, 1995 | 308,000 common     
|Chief Financial Officer, Secretary and |                          |                    
|Director                               |                          |                    
|Canada                                 |                          |                    
|                                       |                          |                    
|David J. Copeland(2)                   | Since September 26, 1995 | 517,500 common     
|Director                               |                          |                    
|Canada                                 |                          |                    
|                                       |                          |                    
|Scott D. Cousens(2)                    | Since September 26, 1995 | 430,800 common     
|Director                               |                          |                    
|Canada                                 |                          |                    

|(1) | The number of shares beneficially
        owned by the above nominees for directors, directly or indirectly, is
        based on information furnished by Computershare Trust Company of Canada,
        the registrar and transfer agent of Amarc, and by the directors themselves.
        As of July 31, 2003, the current directors and officers hold an aggregate
        of 3,106,800 shares which represents approximately 20% of the current
        outstanding shares. The directors also hold an aggregate of 1,259,000
        warrants.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Amarc does not have an Executive
        Committee of its directors. The Directors who are members of the audit
        committee of Amarc are Messrs. David J. Copeland, Ronald W. Thiessen and
        Scott D. Cousens.                                                                                                                                                                                                                                                                                                                          
|(3) | These shares are held by 455501 B.C. Ltd., a
      private company owned and controlled by Robert G. Hunter.                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(4) | 85,200 of these shares are held by United Mineral
      Services Ltd., a private company controlled by Robert A. Dickinson.                                                                                                                                                                                                                                                                                                                                                                                                                         

All directors have a term of office expiring at the next annual
  general meeting of the Company. All officers have a term of office lasting until
  their removal or replacement by the Board of Directors.

Principal Occupation of Current Management of Amarc

ROBERT G. HUNTER  Co-Chairman of the Board and Director

Robert G. Hunter for the past 21 years has been active as
  a mining promoter headquartered in Vancouver and continues to be active in the
  mining business although he is now semi-retired. Mr. Hunter does not have

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- 25 -

any technical credentials in mining but through years as a
  businessman and insurance executive developed a network of venture capitalists
  in the mining field. Mr. Hunter has served as a director of other public companies
  listed at one time on the NASDAQ, The TSX Stock Exchange and TSX Venture Exchange.
  Mr. Hunter is Chairman and director of Hunter Dickinson Inc.

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

Robert A. 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 34 years. He is a director of Hunter Dickinson
  Inc. He is also President and Director of United Mineral Services Ltd., a private
  investment company.

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

Ronald W. Thiessen is accredited as a public accountant in
  Canada and, for the past several years, has had as his principal occupation
  serving as a director and/or officer of several publicly-traded mineral exploration
  companies. Mr. Thiessen is employed by and is a director of Hunter Dickinson
  Inc. (see Item 7), a company providing management and administrative services
  to several publicly-traded companies including Amarc, and he focuses on directing
  corporate development and financing activities.

JEFFREY R. MASON, CA  Chief Financial Officer, Corporate
  Secretary and Director

Jeffrey R. 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 nine years as a corporate
  officer and director to a number of publicly-traded (TSX, NASDAQ, TSX Venture)
  mineral exploration companies. Mr. Mason is also employed as Chief Financial
  Officer and director of Hunter Dickinson Inc. and his principal occupation is
  the financial administration of the public companies for which Hunter Dickinson
  Inc. provides services.

DAVID J. COPELAND, PEng. - Director

David J. 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 Amarc
  and other companies for which Hunter Dickinson Inc. (of which he is a director)
  provides services.

SCOTT D. COUSENS - Director

Scott D. Cousens provides management, technical and financial
  services to a number of publicly traded companies. Prior to his involvement
  with the Hunter Dickinson group, he was an investment broker. Mr. Cousens
  focus for the past 14 years 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 which Hunter Dickinson
  Inc. (to which he is a director) provides services.

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- 26 -

B.      Compensation

During Amarcs financial year ended March 31, 2003, the
  aggregate cash compensation paid or payable by Amarc to its directors and senior
  officers by Amarc and its subsidiaries, all of whose financial statements are
  consolidated with those of Amarc, was $149,057.

The aggregate cash compensation paid by Amarc for its most
  recently completed financial year to the sole Named Executive Officer (Mr. Ronald
  W. Thiessen, Chief Executive Officer and President of the Company) was $35,674.

The compensation for the Named Executive Officer for Amarcs
  three most recently completed financial years is as set out below:

|Name and Principal
      Position                                                    | Year                                                                    | Annual Compensation                       | Long Term Compensation | All Other
      Compens
      ation
      ($)
|------------------------------------------------------------------------------------ | ----------------------------------------------------------------------- | ----------------------------------------- | ---------------------- | ---------------------------------------------
|Salary
      ($)                                                                     | Bonus
      ($)                                                         | Other Annual
      Compensation
      ($) | Awards                 | Payouts                                      
|Securities
      Under
      Options
      Granted
      (#)                         | Restricted
      Shares or
      Restricted
      Share Units
      ($) | LTIP
      Payouts
      ($)             
|Ronald W. Thiessen
      Chief Executive
      Officer, President
      and Director | 2003
      2002
      2001                                              | 35,674
      3,266
      2,415            | 0
      0
      0      | 0
      0
      0                            

Share Options

The share options granted to the Named Executive Officer during
  the financial year ended March 31, 2003 were as follows:

|Name               | Securities
      Under Options
      Granted
      (#) | % of Total
      Options Granted
      to Employees in
      Financial Year | Exercise or Base
      Price
      ($/Security) | Market Value of
      Securities
      Underlying
      Options on the
      Date of Grant
      ($/Security) | Expiration Date
|------------------ | ------------------------------------------------------ | --------------------------------------------------------------------------- | ----------------------------------------------- | ------------------------------------------------------------------------------------------------------------- | ---------------
|Ronald W. Thiessen | 0                                                      | 0%                                                                          | N/A                                             | N/A                                                                                                           | N/A            

The share options exercised by the Named Executive Officer during the financial
  year ended March 31, 2003 and the values of such options at the end of such
  year were as follows:

|Name               | Securities Acquired
      on Exercise
      (#) | Aggregate Value
      Realized
      ($) | Unexercised Options
      at March 31, 2003
      (number)
      Exercisable | Value of Unexercised
      in-the-Money Options
      at March 31, 2003
      ($)
      Exercisable
|------------------ | ----------------------------------------------- | ---------------------------------------- | ---------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------
|Ronald W. Thiessen | 0                                               | 0                                        | 150,000                                                                      | 0                                                                                                  

No share options were repriced on behalf of the Named Executive
  Officer during the financial year ended March 31, 2003.

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- 27 -

Termination of Employment, Change in Responsibilities and
  Employment Contracts

There is no employment contract between Amarc and any Named
  Executive Officer.

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

Compensation of Directors

There are no arrangements under which Amarc and its subsidiaries
  compensated directors during the most recently completed financial year for
  their services in their capacity as directors or consultants. Amarc has a share
  incentive plan for directors, employees, and consultants. No stock options were
  granted under this plan to directors or officers during the year.

Securities Held By Insiders

As at July 31, 2003 the directors and officers of Amarc held
  as a group, directly and indirectly, owned or controlled an aggregate of 3,056,800
  common shares (19.8%), hold options to acquire an additional nil common shares,
  and warrants to acquire an additional 1,259,000 common shares. To the knowledge
  of the directors and officers of Amarc, as at such date, there were no persons
  exclusive of directors and officers holding more than 10% of the issued common
  shares.

C.      Board Practices

All directors were re-elected at the September 26, 2002 annual
  general meeting and have a term of office expiring at the next annual general
  meeting of Amarc to be held on September 25, 2003. All officers have a term
  of office lasting until their removal or replacement by the Board of Directors.

There are no arrangements under which directors were compensated
  by Amarc and its subsidiaries during the financial year ended March 31, 2003
  for their services in their capacity as directors and consultants except as
  herein disclosed. For the year ended March 31, 2003, Amarc compensated its directors
  directly and indirectly for services by paying them an aggregate of $149,059,
  including the amount paid to Mr. David Copelands private company, CEC
  Engineering Ltd ("CEC"). Amarc paid $9,980 to CEC for engineering and geological
  services provided during the year.

David Copeland, Scott Cousens, and Ronald Thiessen are the
  members of the Companys audit committee. The audit committee is elected
  annually by the directors of Amarc at the first meeting of the board held after
  Amarcs annual general meeting. Its primary function is to review the financial
  statements of the company before they are submitted to the board for approval.
  The audit committee is also available to assist the board if required with matters
  relating to the appointment of the Companys auditor and the overall scope
  and results of the audit, internal financial controls, and financial information
  for publication for various purposes.

The Company has no remuneration committee.

D.      Employees

At July 31, 2003, Amarc had no employees, and contracted staff
  on an as-need basis. Amarcs functions are primarily administered through
  Hunter Dickinson Inc. (see Item 7).

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- 28 -

E.      Share Ownership

As at July 31, 2003, an aggregate of 731,000 common shares
  have been reserved for issuance pursuant to the following employee, director,
  executive officer and service provider stock options:

(a) Incentive Options

|                              | Number of |  | Exercise   |  | Date of      |             
|----------------------------- | --------- |  | ---------- |  | ------------ | ------------
|                              | Shares    |  | Price (C$) |  | Grant        | Expiry Date 
|                              |           |  |            |  |              |             
|Directors and Officers of the |           |  |            |  |              |             
|Company and its Subsidiaries  | 0         |  | N/A        |  | N/A          | N/A         
|                              |           |  |            |  |              |             
|                              | 0         |  |            |  |              |             
|                              |           |  |            |  |              |             
|Employees and Service         |           |  |            |  |              |             
|Providers                     | 627,000   |  | 0.48       |  | Jan 22, 2002 | Jan 30, 2004
|                              | 97,000    |  | 0.18       |  | Dec 10, 2002 | Dec 20, 2004
|                              | 7,000     |  | 0.17       |  | May 8, 2003  | May 9, 2005 
|                              |           |  |            |  |              |             
|                              | 731,000   |  |            |  |              |             
|                              |           |  |            |  |              |             

During fiscal 2003, no stock options were exercised.

(b) Share Incentive Plan

In order to provide incentive to directors, officers employees,
  management and others who provide services to Amarc to act in the best interests
  of Amarc, Amarc has adopted a Share Incentive Plan, (the 2002 Plan).
  The Plan was approved by shareholders at Amarcs annual general meeting
  held on September 26, 2002. Under the Plan, a total of 2,970,000 shares of Amarc
  were reserved for share incentive options to be granted at the discretion of
  Amarcs board of directors to eligible optionees (the "Optionees"). As
  of July 31, 2003 a total of 731,000 share incentive options were outstanding
  under the Plan of which nil options are of those granted to insiders.

The following are the material terms of the 2002 Plan.

Eligible Optionees

Under the policies of TSX Venture, to be eligible for the
  issuance of a stock option under the 2002 Plan an Optionee must either be a
  director, officer, employee, consultant or an employee of a company providing
  management or other services to Amarc or its subsidiary at the time the option
  is granted.

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

Material Terms of the Plan

The following is a summary of the material terms of the 2002
  Plan:

| | (a) | all options granted under
        the 2002 Plan are non-assignable and non-transferable and for a period
        of up to 10 years;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------

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- 29 -

| | (b) | for stock options granted
        to employees or service providers (inclusive of management company employees),
        Amarc is required to represent that the proposed Optionee is a bona fide
        employee or service provider (inclusive of a management company employee),
        as the case may be, of Amarc or of any of its subsidiaries;                                                                                                                                                                                                                                     
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (c) | if an Optionee ceases to
        be employed by Amarc or to provide services to Amarc (other than as a
        result of termination with cause) or ceases to act as a director or officer
        of Amarc or a subsidiary of Amarc, 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 2002 Plan must not be less than the closing
        price for Amarcs common shares as traded on the TSX Venture on the
        last trading day before the date that the option is granted less allowable
        discounts as permitted by TSX Venture of up to 25%; and                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (e) | no Optionee can be granted
        an option or options to purchase more than 5% of the outstanding listed
        shares of Amarc in a one year period.                                                                                                                                                                                                                                                                                                                                                                                                                                     

Amarc will obtain "disinterested" shareholders' approval (described below) if:

| | (a) | the number of options granted to Insiders of
      Amarc exceeds 10% of Amarcs outstanding listed shares; or                                                              
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                            
| | (b) | the aggregate number of
        options granted to Insiders of Amarc within a one year period exceeds
        10% of Amarcs outstanding listed shares; or                 
| |     |                                                                                                                                                                            
| | (c) | the number of options granted
        to any one Insider and such Insiders associates within a one year
        period exceeds 5% of Amarcs outstanding listed shares; or
| |     |                                                                                                                                                                            
| | (d) | Amarc is decreasing the exercise price of options
      previously granted to Insiders.                                                                                    

Disinterested Shareholder Approval

If options are granted by Amarc under the 2002 Plan which
  trigger the requirement for disinterested shareholder approval (DSA Options),
  the DSA Options will be presented to shareholders of Amarc for approval at Amarcs
  annual general meeting to be held in 2004. No DSA Options can be exercised by
  the Optionee until disinterested shareholder approval has been obtained.

Disinterested shareholder approval means the approval
  by a majority of the votes cast by all shareholders of Amarc at the shareholders
  meeting excluding votes attached to listed shares beneficially owned by "Insiders"
  of Amarc (generally officers and directors) to whom the DSA Options have been
  granted under the 2002 Plan and Associates of those Insiders.

---

- 30 -

ITEM 7MAJOR
  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 July 31, 2003, Amarc had authorized
  100,000,000 common shares without par value of which 15,468,890 were issued
  and outstanding.

As of July 31, 2003, the only registered holder of 5% or more
  of the common shares of Amarc were brokerage clearing houses.

As of July 31, 2003, directors and officers of Amarc as a
  group (9 persons) owned or controlled an aggregate of 3,106,800 shares (20.1%)
  of Amarc, or 1,990,000 shares (12.9%) on a fully diluted basis.

Under the British Columbia Securities Actinsiders
  (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
  ten days of the month 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, 9th Floor, 701 West Georgia Street, Vancouver,
  British Columbia V7Y 1L2 (phone (604) 899-6500) or at the British Columbia Securities
  Commission web site www.bcsc.bc.ca and at www.sedi.ca

As at July 31, 2003, to the best of the Company's knowledge,
  the following is the geographic distribution of shareholders. Shares registered
  in intermediaries were assumed to be held by residents of the same country in
  which the clearing house was located.

| |                 | Number of registered |  | Number of common |  |        | 
| | --------------- | -------------------- |  | ---------------- |  | ------ | 
| | Location        | shareholders         |  | shares held      |  | %      | 
| |                 |                      |  |                  |  |        | 
| | Canada          | 9                    |  | 12,273,951       |  | 79.35  | 
| | United States   | 8                    |  | 1,044,888        |  | 6.75   | 
| | Other countries | 21                   |  | 2,150,051        |  | 13.90  | 
| |                 |                      |  |                  |  |        | 
| | Total           | 38                   |  | 15,468,890       |  | 100.00 | 
| |                 |                      |  |                  |  |        | 

B.      Related Party Transactions

No director or senior officer, and no associate or affiliate
  of the foregoing persons, and no insider has or has had any material interest,
  direct or indirect, in any other transactions, or in any other proposed transaction,
  which in either such case has materially affected or will materially affect
  Amarc or its predecessors during the year ended March 31, 2003 except as follows:

|(a) | Hunter Dickinson Inc. (HDI),
        is one of the largest independent mining exploration groups in North America
        and as of July 31, 2003, employs or retains on a substantially full-time
        basis, fifteen geoscientists (of which five are professional geologists/PGeo,
        and three are geological engineers/PEng and two are PhDs), four
        licensed professional mining, mechanical or civil
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

- 31 -

|    | engineers (PEng),
        seven accountants (including four CAs, one CGA, and one CMA) and
        fifteen administrative and support personnel. It has supervised mineral
        exploration projects in Canada (British Columbia, Manitoba, Ontario, Quebec,
        and Yukon) and internationally in Brazil, Chile, the United States, Mexico
        and South Africa. HDI allocates the cost of staff input into projects
        such as the Inde Project based on the time records of the personnel involved.
        Costs of such personnel and third party contractors are billed to the
        participating public companies on a full cost recovery basis (inclusive
        of HDI staff costs and overhead) for amounts which are considered by the
        Companys management to be 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
        of HDI.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(b) | Geological Management
        and Administration Services Agreement dated for reference the 31st day
        of December, 1996 pursuant to which HDI provides geological, corporate
        development management and administrative services to, and incurs third-party
        costs on behalf of, the Company on a full cost recovery basis believed
        by the Companys management to be at a cost that is competitive with
        arms length suppliers. During the fiscal year ended March 31, 2003
        the Company paid $973,289 to HDI for services pursuant to this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(c) | Inde Prospect Agreement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | Under a Mineral
        Transfer Agreement dated November 15, 2001, Hunter Dickinson Group Inc.
        (HDGI see below) assigned to Amarc 100% of HDGIs interest
        in the Inde Prospect option in consideration of the payment by Amarc to
        HDGI of $1 and the repayment of HDGIs costs incurred on the Inde
        Prospect to that date in the amount of approximately US$400,000. The US$400,000
        was reimbursement for the first and second option payments paid to the
        owner of the Inde Prospect concession (totalling US$225,000), payment
        for the purchase two claims (US$50,000) plus value added tax for both
        of these transactions (US$41,000), plus reimbursement of geological work
        and staking of additional claims of US$84,000. These amounts were fully
        paid by Amarc during 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

No director or officer of the Company has been indebted to
  the Company at any time during the last three fiscal years.

C.      Interests of Experts and
  Counsel

Not applicable.

---

- 32 -

ITEM 8FINANCIAL
  INFORMATION

A.      Consolidated Statements
  and Other Financial Information

See Item 17 Financial Statements.

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 business of
  Amarc since March 31, 2003.

---

- 33 -

ITEM 9THE
  OFFER AND LISTING

A.      Offer and Listing Details

Trading Markets

| |                                            | TSX Venture Exchange | 
| | ------------------------------------------ | -------------------- | 
| |                                            |                      | 
| |                                            | Canadian Dollars     | 
| |                                            |                      | 
| |                                            | High                 | 
| |                                            |                      | 
| | Five most recent financial years           |                      | 
| | Fiscal 1999                                | 0.75                 | 
| | Fiscal 2000                                | 1.25                 | 
| | Fiscal 2001                                | 1.00                 | 
| | Fiscal 2002                                | 0.75                 | 
| | Fiscal 2003                                | 0.89                 | 
| |                                            |                      | 
| | Two most recent financial years by quarter |                      | 
| | Quarter ended June 30, 2001                | 0.70                 | 
| | Quarter ended September 30, 2001           | 0.55                 | 
| | Quarter ended December 31, 2001            | 0.55                 | 
| | Quarter ended March 31, 2002               | 0.75                 | 
| | Quarter ended June 30, 2002                | 0.89                 | 
| | Quarter ended September 30, 2002           | 0.65                 | 
| | Quarter ended December 31, 2002            | 0.24                 | 
| | Quarter ended March 31, 2003               | 0.38                 | 
| |                                            |                      | 
| | Latest six months                          |                      | 
| | February 2003                              | 0.26                 | 
| | March 2003                                 | 0.24                 | 
| | April 2003                                 | 0.20                 | 
| | May 2003                                   | 0.17                 | 
| | June 2003                                  | 0.16                 | 
| | July 2003                                  | 0.19                 | 

B.      Plan of Distribution

Not applicable.

C.      Markets

The shares of Amarc have traded in Canada on the TSX Venture
  Exchange (successor Exchange to the Canadian Venture and Vancouver Stock Exchanges)
  since August 4, 1995 (symbol-AHR).

---

- 34 -

D.      Selling Shareholders

Not applicable.

E.      Dilution

Not applicable.

F.      Expenses of the Issue

Not applicable.

---

- 35 -

ITEM 10ADDITIONAL
  INFORMATION

A.      Share Capital

Amarcs share capital consists of one class only, namely
  common shares without par value, of which 100,000,000 shares are authorized
  and 15,468,890 common shares without par value are issued and outstanding as
  of July 31, 2003. Note 6 of the accompanying audited financial statements provides
  details of all share issuances effected by Amarc in the issue price per share
  for the three previous fiscal years. There are no shares of Amarc that are held
  by or on behalf of Amarc. There have been no changes in the classification of
  common shares (reclassifications, consolidations, reverse splits or the like)
  within the previous five years. All common shares of Amarc rank pari passu for
  the payment of any dividends and distributions in the event of a windup. A summary
  of Amarcs dilutive securities (convertible or exercisable into common
  shares) is as follows:

(a) Warrants

The following share purchase warrants are outstanding as of
  the date hereof. All warrants were issued as part of unit private placements
  comprising a share and a warrant. All warrants are non-transferable.

| | No. of Warrants(1) | Exercise Price | Expiry Date      
| | ------------------ | -------------- | -----------------
| | 2,500,000          | $0.50          | September 8, 2003
| | 345,710(2)         | $0.73          | December 27, 2003
| | 2,412,500          | $0.40          | January 7, 2004  
| | 200,000            | $0.50          | December 31, 2003

|Notes:
|------
|      
|      

Other Potential Share Issuances

|A summary of Amarcs diluted share capital is as follows
|--------------------------------------------------------
|                                                        
|                                                        
|                                                        
|                                                        
|                                                        
|                                                        
|                                                        

See Item 6 for information regarding Amarcs Share Incentive
  Plan.

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. 292963. A copy of the Articles of Association
  and Memorandum are filed as an exhibit with the initial registration statement
  on Form 20-F filed in June 2002 (see Item 19).

---

- 36 -

Objects and Purposes

Amarcs Memorandum of Incorporation and Articles of Association
  (Articles) do not specify objects or purposes. Under British Columbia
  corporate law (the British Columbia Company Act or herein BCCA),
  a British Columbia corporation generally has all the legal powers of a natural
  person. British Columbia corporations may not undertake certain limited business
  activities such as operating as a trust company or railroad without alterations
  to its form of articles and specific government consent.

Directors  Powers and Limitations

Amarcs Articles do not specify a maximum number of directors
  (the minimum under British Columbia law for a public company is three). The
  number of directors is fixed, annually, by shareholders at the annual Shareholders
  meeting and all directors are elected at that time, there are no staggered directorships.
  Under the BCCA, directors are obligated to abstain from voting on matters in
  which they may be financially interested after disclosing in writing such interest.
  (These statutory provisions regarding conflicts are reiterated in the articles
  of association of Amarc  See section 12.6 to articles filed with Amarcs
  initial filing on Form 20-F, June 12, 2002, pages 102-103.) Directors
  compensation is not a matter on which they must abstain. Directors must be of
  the age of majority (18), and meet eligibility criteria including being mentally
  competent, not an undischarged bankrupt, no fraud related convictions in the
  previous five years and a majority of directors must be ordinarily resident
  in Canada. There is no mandatory retirement age either under Amarcs Articles
  or under the BCCA.

Directors borrowing powers are not generally restricted
  where the borrowing is in Amarcs best interests, but the directors may
  not authorize Amarc to provide financial assistance for any reason where Amarc
  is insolvent or the providing of the guarantee would render it insolvent. Directors
  need not own any shares of Amarc in order to qualify as directors.

The Articles specify that the number of directors shall be
  the number of directors fixed by shareholders annually or the number, which
  are actually elected at a general shareholders meeting. The number of directors
  is determined annually by shareholders at the annual Shareholders meeting and
  all directors are elected at that time. Under the Articles the directors are
  entitled between successive annual general meeting to appoint one or more additional
  directors but not more than one-third of the number of directors fixed or actually
  elected at the preceding annual shareholders meeting. Directors automatically
  retire at the commencement of each annual meeting but may be re-elected thereat.

Under the Articles, a director who is any way directly or
  indirectly interested in a proposed contract or transaction with Amarc or who
  holds any office or possesses any property whereby directly or indirectly a
  duty might be created which would conflict with his duty or interest as a director
  shall declare in writing the nature and extent of such interest in such contract
  or transaction. A director shall not vote in respect of any such contract or
  transaction if the company in which he is interested and if he should vote his
  vote shall not be counted but shall be counted in the quorum present at the
  meeting. Similarly, under the BCCA directors are obligated to abstain from voting
  on matters in which they may be financially interested after fully disclosing
  such interest. Directors must abstain from voting in such circumstances both
  under the Articles and under the BCCA.

Changes to Rights of Common Shareholders

Changes to the Articles and memorandum of Amarc require a
  shareholders special resolution being a resolution passed
  by not less than 75% of the shares voted in person or by proxy at a duly convened
  shareholders meeting. Some organic corporate changes including amalgamation
  with another company, sale of substantially all of Amarcs assets, redomiciling
  out of the jurisdiction of British Columbia, and creation of new classes of
  shares not only require such 75% approval but generally also give rise to a
  dissent right which is the right to be paid the fair value of the stockholders
  shares in cash if the required

---

- 37 -

special resolution is actually passed and Amarc elects to
  proceed with the matter notwithstanding receipt of dissent notices. A notice
  of a shareholders meeting at which such an organic change action is intended
  to be considered must include a prominent notice of the dissent right. Dissent
  provisions are governed by the BCCA and not by the Articles of Amarc.

Shareholders Meetings

Shareholders meetings are governed by the Articles of Amarc
  but many important shareholder protections are also contained in the Securities
  Act (British Columbia) and the BCCA. The Articles provide that Amarc will
  hold an annual shareholders meeting, will provide at least 21 days
  notice and will provide for certain procedural matters and rules of order with
  respect to conduct of the meeting. The Securities Act (British Columbia)
  and the BCCA superimpose requirements that generally provide that shareholders
  meetings require not less than a 60 day notice period from initial public notice
  and that Amarc makes a thorough advanced search of intermediary and brokerage
  registered shareholdings to facilitate communication with beneficial shareholders
  so that meeting proxy and information materials can be sent via the brokerages
  to unregistered but beneficial shareholders, The form and content of information
  circulars and proxies and like matters are governed by the Securities Act
  and the BCCA. This legislation specifies the disclosure requirements for the
  proxy materials and various corporate actions, background information on the
  nominees for election for director, executive compensation paid in the previous
  year and full details of any unusual matters or related party transactions.
  Amarc must hold an annual shareholders meeting open to all shareholders for
  personal attendance or by proxy at each shareholder's determination. The meeting
  must be held within 13 months of the previous annual shareholders meeting and
  must present audited financial statements, the balance sheet of which is no
  more than 180 days old at such meeting.

Shares Fully Paid

All Amarc shares must, by applicable law, be issued as fully
  paid for cash, property or services. They are therefore non-assessable and not
  subject to further calls for payment.

Redemption

Amarc has no redeemable securities authorized or issued. Therefore,
  Amarc has no sinking fund or like security redemption fund.

Pre-emptive Rights

There are no pre-emptive rights applicable to Amarc which
  provide a right to any person to participate in offerings of Amarcs equity
  or other securities

Rights to Profits and Liquidation Rights

All common shares of Amarc participate rateably in any net
  profit or loss of Amarc and shares rateably any available assets in the event
  of a winding up or other liquidation.

No Limitation on Foreign Ownership

There are no limitations under Amarcs Articles or in
  the BCCA on the right of persons who are not citizens of Canada to hold or vote
  common shares. (See also Exchange Controls which describe some such
  restrictions which exist under Canadian law but which will not apply to Amarc
  due to its small size.)

---

- 38 -

Dividends

Dividends may be declared by the Board out of available assets
  and are paid rateably to holders of common shares. No dividend may be paid if
  Amarc is, or would thereby become, insolvent.

Voting Rights

Each Amarc share is entitled to one vote on matters to which
  common shares ordinarily vote including the annual election of directors, appointment
  of auditors and approval of corporate changes. There are no cumulative voting
  rights applicable to Amarc.

Change in Control

Amarc has not implemented any shareholders rights or
  other poison pill protection against possible take-overs. Amarc
  does not have any agreements which are triggered by a take-over or other change
  of control. There are no provisions in its articles triggered by or affected
  by a change in outstanding shares which gives rise to a change in control. There
  are no provisions in Amarcs material agreements giving special rights
  to any person on a change in control.

Insider Share Ownership Reporting

The articles of Amarc do not require disclosure of share ownership.
  Share ownership of director nominees must be reported annually in proxy materials
  sent to Amarcs shareholders. There are no requirements under British Columbia
  corporate law to report ownership of shares of Amarc but the Securities Act
  (British Columbia) requires disclosure of trading by insiders (generally officers,
  directors and holders of 10% of voting shares) within 10 days of the trade.
  Controlling shareholders (generally those in excess of 20% of outstanding shares)
  must provide seven days advance notice of share sales.

Securities Act (British Columbia)

This statute applies to Amarc and governs matters typically
  pertaining to public securities such as continuous quarterly financial reporting,
  immediate disclosure of material changes, insider trade reporting, take-over
  protections to ensure fair and equal treatment of all shareholders, exemption
  and resale rules pertaining to non-prospectus securities issuances as well as
  civil liability for certain misrepresentations, disciplinary, appeal and discretionary
  ruling matters. All Amarc shareholders regardless of residence have equal rights
  under this legislation.

Amarcs Mexican Subsidiaries

Compania Minera Amarc, S.A. de C.V. (Minera Amarc)

Minera Amarc is Amarcs wholly owned subsidiary incorporated
  under the laws of Mexico in the Mexico City Federal District by registration
  of incorporation documents under No. 72,438 on October 4, 1996. A copy of the
  Efectos Fiscales de la Escritura Que Contiene La Constitucion de Compania
  Minera Amarc, Sociedad Anonima de Capital Variable together with an unofficial
  English translation of the bylaws are filed as an exhibit with Amarcs
  initial registration statement on Form 20-F. (See Item 19.)

Objects and Purposes

The objects or purposes specified Minera Amarcs By-laws
  (By-Laws) include acquiring mineral properties for exploration and
  exploitation as well as activities of a general corporate nature. The ByLaws
  state that Minera Amarc is a Mexican company and that its activities will be
  governed under Mexican law. Minera Amarc is permitted to set up offices anywhere
  in Mexico.

---

- 39 -

Capital Stock and Shares

Minera Amarc may issue an unlimited number of common, registered
  shares with no par value, subject to a minimum of 50,000 shares. The By-Law
  govern changes to Minera Amarcs share capital. The 50,000 shares were
  issued for US$1.00, of which 49,999 are held by Amarc, with one share being
  held by a representative of Amarcs Mexican legal counsel, as is customary
  in Mexico, to effect a local agent for service of process as a shareholder.

Directors  Powers and Limitations

The directors and officers of Minera Amarc are the directors
  of Amarc. The company has a Secretary and a Secretary Pro Tem, an office filed
  by a representative of Amarcs Mexican attorney, as is customary in Mexico.
  The By-Laws govern the actions and authority of the board of directors. The
  number of permanent directors of Minera Amarc is eight (8). These directors
  include the six (6) directors of Amarc plus a Mexican lawyer who is counsel
  to Minera Amarc and another Canadian person.

Shareholders

The By-Laws govern the rights of shareholders including the
  notice of and conduct of meetings of shareholders of Minera Amarc.

Administration

Articles 13, 16, 17, 18, 19 and 20 of the By-Laws outline
  the administrative activities of Minera Amarc including dissolution and winding
  up of the company.

Amarc Exploraciones Mineras S.A. de C.V. (Amarc
  Exploraciones) (formerly HD Group Mexico, S.A. de C.V.)

Amarc Exploraciones is Amarcs wholly owned subsidiary
  incorporated under the laws of Mexico in the Mexico City Federal District by
  registration of incorporation documents under No. 74,519 on February 14, 2002.
  A copy of its constating document Efectos Fiscales de la Escritura Que
  Contiene La Constitucion de Compania Minera Amarc, Sociedad Anonima de Capital
  Variable is not attached hereto as it is identical to that of Minera Amarc
  described above and included as an exhibit to Amarcs initial 20-F filing.
  (See Exhibits.)

Objects and Purposes

The objects or purposes specified Amarc Exploraciones
  By-laws (By-Laws) include acquiring mineral properties for exploration
  and exploitation as well as activities of a general corporate nature. The ByLaws
  state that Amarc Exploraciones is a Mexican company and that its activities
  will be governed under Mexican law. Amarc Exploraciones is permitted to set
  up offices anywhere in Mexico.

Capital Stock and Shares

Amarc Exploraciones may issue an unlimited number of common,
  registered shares with no par value, subject to a minimum of 50,000 shares.
  The By-Law govern changes to Amarc Exploraciones share capital. The 50,000
  shares were issued for US$1.00, of which 49,999 are held by Amarc, with one
  share being held by a representative of Amarcs Mexican legal counsel,
  as is customary in Mexico, to effect a local agent for service of process as
  a shareholder.

---

- 40 -

Directors  Powers and Limitations

The directors and officers of Amarc Exploraciones are the
  directors of Amarc. The company has a Secretary and a Secretary Pro Tem, an
  office filed by a representative of Amarcs Mexican attorney, as is customary
  in Mexico. The By-Laws govern the actions and authority of the board of directors.
  The number of permanent directors of Amarc Exploraciones is eight (4). These
  directors include two (2) directors of Amarc plus a Mexican lawyer who is counsel
  to Amarc Exploraciones and another Canadian person.

Shareholders

The By-Laws govern the rights of shareholders including the
  notice of and conduct of meetings of shareholders of Amarc Exploraciones.

Administration

Articles 13, 16, 17, 18, 19 and 20 of the By-Laws outline
  the administrative activities of Amarc Exploraciones including dissolution and
  winding up of the company.

C.      Material Contracts

Amarcs material contracts as of September 30, 2002 are:

|(a) | Mineral Properties Transfer
        Agreement dated November 15, 2001, whereby Amarc was assigned an option
        from Parral originally dated March 13, 2001 whereby Amarc can purchase
        100% of the mineral concession which represents the legal title to the
        Inde Prospect by making cash payments of US$4 million which agreement
        is described in Item 4.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                        
|(b) | Amendments dated August
        22 and September 6, 2002 to the Inde Option described in (a).                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                        
|(c) | 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.)                                                                                                                          

D.      Exchange Controls

Amarc is a corporation registered in 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. 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 the 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 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 (a non-Canadian),
  unless after review the Director of

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Investments appointed by the minister responsible for the
  Investment Act is satisfied that the investment is likely to be of net
  benefit to Canada. The size and nature of a proposed transaction may give rise
  to an obligation to notify the Director to seek an advance ruling. An investment
  in the 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
  $5 million or more, or if an order for review was made by the federal cabinet
  on the grounds that the investment related to Canadas cultural heritage
  or national identity, regardless of the value of the assets of Amarc. An investment
  in the Common Shares 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 2003 exceeds
  Cdn$213 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 acquiror 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,                                                                                                                                       
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                             
|(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

Material Canadian Federal Income Tax Consequences for United
  States Residents

The following, in managements understanding, summarizes
  the material Canadian federal income tax consequences generally applicable to
  the holding and disposition of Common Shares by a holder (in this summary, a
  US 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 US Holder to which special considerations
  apply.

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This summary is based on the current provisions of the Tax
  Act including all regulations thereunder, the Treaty, all proposed amendments
  to the Tax Act, the regulations and the Treaty publicly announced by the Government
  of Canada to the date hereof, and the current administrative practices of the
  Canada 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. This summary does not take into account provincial,
  US, state or other foreign income tax law or practice. The tax consequences
  to any particular US 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 US Holder.

Dividends

Dividends paid or deemed to be paid to a US Holder by Amarc
  will be subject to Canadian withholding tax. Under the Treaty, the rate of withholding
  tax on dividends paid to a US Holder is generally limited to 15% of the gross
  amount of the dividend (or 5% if the US 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 US Holders account.

Disposition

A US 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 US Holder is not entitled to relief under the Treaty. A Common
  Share will be taxable Canadian property to a US Holder if, at any time during
  the 60 months preceding the disposition, the US Holder or persons with whom
  the US Holder did not deal at arms length alone or together owned, or
  had rights to acquire, 25% or more of Amarcs issued shares of any class
  or series.

A US 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. Management of Amarc believes that 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

Based on managements discussions with its professional
  advisors, it believes the following is a discussion of material United States
  federal income tax consequences, under current law, generally applicable to
  a US 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 US Holder. In addition, this discussion does not cover any state,
  local or foreign tax consequences. (see Taxation  Canadian Federal
  Income Tax Consequences above). Accordingly, holders and prospective holders
  of common shares of Amarc should consult their own tax advisors about the specific
  federal, state, local, and foreign tax consequences to them of purchasing, owning
  and disposing of common shares of Amarc, based upon their individual circumstances.

The following discussion is based upon the sections of the
  Internal Revenue Code of 1986, as amended (the Code), Treasury Regulations,
  published Internal Revenue Service (IRS) rulings, published administrative
  positions of the IRS and court decisions that are currently applicable, any
  or all of which

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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.

US Holders

As used herein, a US 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 US 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 US 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 US Holders who own common shares as capital assets and who own
  (directly and indirectly, pursuant to applicable rules of constructive ownership)
  no more than 5% of the value of the total outstanding stock of Amarc. This summary
  does not address the consequences to a person or entity holding an interest
  in a shareholder or the consequences to a person of the ownership, exercise
  or disposition of any options, warrants or other rights to acquire common shares.
  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, US 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 US 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 US
  Holders federal income tax liability or, alternatively, may be deducted
  in computing the US 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 US 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 US Holder which is an individual, estate or
  trust. There are currently no preferential tax rates for long-term capital gains
  for a US Holder which is a corporation.

In the case of foreign currency received as a dividend that
  is not converted by the recipient into US dollars on the date of receipt, a
  US Holder will have a tax basis in the foreign currency equal to its US 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
  US 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.

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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 US 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 US Holder owns shares representing at least 20% of the voting
  power and value of Amarc) deduction of the United States source portion of dividends
  received from Amarc (unless Amarc qualifies as a foreign personal holding
  company or a passive foreign investment company, as defined
  below). Amarc does not anticipate that it will earn any United States income,
  however, and therefore does not anticipate that any US 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 US backup withholding tax. However, dividends
  and the proceeds from a sale of Amarcs common shares paid in the US through
  a US or US related paying agent (including a broker) will be subject to US information
  reporting requirements and may also be subject to the 31% US backup withholding
  tax, unless the paying agent is furnished with a duly completed and signed Form
  W-9. Any amounts withheld under the US backup withholding tax rules will be
  allowed as a refund or a credit against the US Holders US federal income
  tax liability, provided the required information is furnished to the IRS.

Foreign Tax Credit

A US 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 US 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 US 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 US Holders United States
  income tax liability that the US 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 US 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 US Holders of common shares of Amarc should
  consult their own tax advisors regarding their individual circumstances.

Disposition of Common Shares of Amarc

In general, US Holders will recognize gain or loss upon the
  sale of common shares of Amarc equal to the difference, if any, between (i)
  the amount of cash plus the fair market value of any property received, and
  (ii) the shareholders tax basis in the common shares of Amarc. Preferential
  tax rates apply to long-term capital gains of US 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 US Holder and are held for more than one year. Deductions
  for net capital losses are subject to significant limitations. For US 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 US 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, US 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 US 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 US Holders of foreign corporations. These rules do not apply
  to non-US 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
  October 31, 1999, and at least certain prior fiscal years. In addition, Amarc
  expects to qualify as a PFIC for the fiscal year ending October 31, 2000 and
  may also qualify as a PFIC in future fiscal years. Each US Holder of Amarc is
  urged to consult a tax advisor with respect to how the PFIC rules affect such
  US Holders tax situation.

Each US 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 US Holder. The following is a discussion of such alternative
  tax regimes applied to such US 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 US Holder owns, actually
  or constructively, 10% or more of the total combined voting power of all classes
  of stock entitled to vote of such foreign corporation (See more detailed discussion
  at Controlled Foreign Corporation below).

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A US 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 US 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 US 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 US Holders holding period
  in which Amarc is a PFIC. If the US Holder makes a QEF election in such first
  year, i.e., a timely QEF election, then the US Holder may make the
  QEF election by simply filing the appropriate documents at the time the US Holder
  files his tax return for such first year. If, however, Amarc qualified as a
  PFIC in a prior year during the US Holders holding period, then, in order
  to avoid the Section 1291 rules discussed below, in addition to filing documents,
  the US 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
  US Holder sold his stock on the qualification date or (ii) if Amarc is a controlled
  foreign corporation, the US 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 US Holder. For purposes of this discussion, a US 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 US Holder. A US 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 US Holder (including a US 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 US Holder. An Electing US Holder (i)
  generally treats any gain realized on the disposition of his Company 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 US 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 US 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 US Holders to permit them to make (and maintain) QEF elections with respect
  to Amarc. Amarc urges each US 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 US 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 US Holder will be subject to
  the rules described above for Electing US Holders in such tax year and any subsequent
  tax years in which Amarc qualifies as a PFIC. In addition, the QEF election
  remains in effect, although not applicable, with respect to an Electing US Holder
  even after such US Holder disposes of all of his or its direct and indirect
  interest in the shares of Amarc. Therefore, if such US Holder reacquires an
  interest in Amarc, that US Holder will be subject to the rules described above
  for Electing US Holders for each tax year in which Amarc qualifies as a PFIC.

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In the case of a Non-Electing US 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 Company
  common shares and (ii) certain excess distributions, as defined
  in Section 1291(b), by Amarc.

A Non-Electing US Holder generally would be required to pro
  rate all gains realized on the disposition of his Company common shares and
  all excess distributions on his Company common shares over the entire holding
  period for the common shares. All gains or excess distributions allocated to
  prior years of the US 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
  US 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 US 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 US Holder.

If Amarc is a PFIC for any taxable year during which a Non-Electing
  US Holder holds Company common shares, then Amarc will continue to be treated
  as a PFIC with respect to such Company common shares, even if it is no longer
  definitionally a PFIC. A Non-Electing US Holder may terminate this deemed PFIC
  status by electing to recognize gain (which will be taxed under the rules discussed
  above for Non-Electing US Holders) as if such Company 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 US Holders beginning after December
  31, 1997, US 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 US 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 US 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 US 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 US Holders adjusted basis in such
  common shares. In addition, the US Holder is allowed a deduction for the lesser
  of (i) the excess, if any, of such US 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 US 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
  US Holders, over (B) the mark-to-market losses for shares that were allowed
  as deductions for prior tax years. A US Holders adjusted tax basis in
  the common shares of Amarc will be adjusted to reflect the amount included in
  or deducted from income as a result of a mark-to-market election. A mark-to-market
  election applies to the taxable year in which the election is made and to each
  subsequent taxable year, unless Amarc common shares cease to be marketable,
  as specifically defined, or the IRS consents to revocation of the election.
  Because the IRS has not established procedures for making a mark-to-market election,
  US 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 US Holders that are generally
  not otherwise taxed, such as gifts, exchanges pursuant to corporate reorganizations,
  and

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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 US
  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 US Holder upon death, for example,
  the transferees basis is generally equal to the fair market value of the
  Electing US Holders common shares as of the date of death under Section
  1014 of the Code. The specific tax effect to the US Holder and the transferee
  may vary based on the manner in which the common shares are transferred. Each
  US 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 US 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 US 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 US Holder makes a timely QEF election with respect thereto. Amarc
  intends to make the necessary information available to US 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 US 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 US 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 US Holder should be aware that he or
  it could be subject to tax even if such US Holder receives no distributions
  from Amarc and does not dispose of its common shares. Amarc strongly urges
  each prospective US Holder to consult a tax advisor with respect to the adverse
  rules applicable, under the Proposed Treasury Regulations, to US Holders of
  lower-tier PFIC shares.

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

Controlled Foreign Corporation

If more than 50% of the total combined voting power of all
  classes of shares entitled to vote or the total value of the shares of Amarc
  is owned, actually or constructively, by citizens or residents of the United
  States, United States domestic partnerships or corporation, or estates or trusts
  other than foreign estates or trusts (as defined by the Code Section 7701(a)(31)),
  each of which own, actually or constructively, 10% or more of the total combined
  voting power of all classes of shares entitled to vote of Amarc (United
  States Shareholder), Amarc could be treated as a controlled foreign corporation
  (CFC) under Subpart F of the Code. This classification would effect
  many complex results, one of which is the inclusion of certain income of a CFC
  which is subject to current US 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 US tax on their pro rata shares of increases
  in the CFCs earnings invested in US property. The foreign tax credit described
  above may reduce the US tax on these amounts. In addition, under Section 1248
  of the Code, gain from the sale or exchange of shares by a US

---

- 49 -

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.

I.      Subsidiary Information

Not applicable.

---

- 50 -

ITEM 11QUANTITATIVE
  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

In the normal course of business, the Company enters into
  transactions for the purchase of supplies and services denominated in Canadian
  Dollars and Mexican Pesos. In addition, from time to time, the Company has cash
  and certain liabilities denominated in United States Dollars. As a result, the
  Company is subject to foreign exchange risk from fluctuations in foreign exchange
  rates.

(c)      Exchange Controls

The Company operates in Mexico, and like other foreign entities
  operating there, is subject to any currency exchange controls which may be administered
  by the Mexican Reserve Bank, the countrys central bank.

(d)      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.

(e)      Commodity Price Risk

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

ITEM 12DESCRIPTION
  OF SECURITIES OTHER THAN EQUITY SECURITIES

A.      Debt Securities

Not applicable.

B.      Warrants and Rights

Not applicable. (Amarcs warrants are non-transferable
  and no market exists for them. Amarc has issued no rights.)

C.      Other Securities

Not applicable.

D.      American Depositary Shares

Not applicable.

---

- 51 -

PART II

ITEM 13DEFAULTS,
  DIVIDEND ARREARAGES AND DELINQUENCIES

Not applicable.

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

Not applicable.

ITEM 15CONTROLS
  AND PROCEDURES

As a consequence of the recently (June 30, 2002) enacted Sarbanes-Oxley
  Act of 2002, the Companys principal executive and financial officers are
  required to review the Companys internal controls and corporate disclosure
  controls and procedures based on their evaluation as of the date within 90 days
  prior to the filing of the Annual Report. As of the date of filing of this Annual
  Report the executive and financial officers are currently reviewing the Companys
  controls and procedures and establishing policies in regard to them. It is not
  currently possible to provide a conclusion; however the Company notes that its
  very modest asset base and limited number of transactions suggest that sophisticated
  financial and disclosure controls and procedures will not be warranted for the
  Company. The Companys financial procedures require that two directors
  sign all cheques and other banking documents. Exploration results are reviewed
  by the Chief Executive Officer prior to any dissemination of these results.
  There have not been any significant changes in the Companys internal controls
  or other factors that could significantly affect these controls over the last
  several years. The Company expects to formalize controls and procedures in the
  ensuing fiscal year.

Amarc is a corporation existing under the laws of British
  Columbia and all of its assets and operations are located outside the United
  States. Amarc has not appointed an agent to receive service of process with
  respect to any action brought against it in any federal or state court, and
  consequently, it may not be possible for holders to effect service of process
  within the United States upon it. It also may not be possible for holders to
  enforce outside the United States judgements against Amarc obtained in the United
  States in any such actions, including actions predicated upon the civil liability
  provisions of the United States federal securities laws. In addition, all of
  the directors and officers of Amarc are residents of Canada and all or virtually
  all of the assets of those directors and officers are or may be located outside
  the United States. As a result, it may not be possible for holders to effect
  service of process within the United States upon those persons, or to enforce
  against them judgements obtained in the United States courts, including judgements
  predicated upon the civil liability provisions of the United States federal
  and state securities laws. Amarc has been advised by its Canadian counsel, Lang
  Michener, that there is uncertainty as to whether Canadian courts would enforce
  (i) judgements of United States courts obtained against Amarc or such persons
  predicated upon the civil liability provisions of the United States federal
  and state securities laws or (ii) in original actions brought in Canada, liabilities
  against Amarc or such persons predicated upon the United States federal and
  state securities laws.

ITEM 16[RESERVED]

---

- 52 -

**PART III**

ITEM 17.FINANCIAL
  STATEMENTS

The following attached financial statements are incorporated
  herein:

|(1) | Auditors Reports on the consolidated
        balance sheets as at March 31, 2003, and 2002, and the consolidated statements
        of operations and deficit, and cash flows for each of the three years
        ended March 31, 2003, 2002, and 2001;
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                         
|(2) | Consolidated balance sheets as at March
        31, 2003, and 2002;                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                         
|(3) | Consolidated statements of operations
        and deficit for each of the three years ended March 31, 2003, 2002 and
        2001;                                                                                                                      
|    |                                                                                                                                                                                                                                                         
|(4) | Consolidated statements of cash flows
        for the periods referred to in (3) above;                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                         
|(5) | Notes to the consolidated financial
        statements;                                                                                                                                                                                                 

ITEM 18.FINANCIAL
  STATEMENTS

NOT APPLICABLE. See Item 17.

ITEM 19.EXHIBITS

Key to the following document types:

|1. | Articles of Incorporation and Registered
      Incorporation Memorandum of Amarc.       
|-- | ----------------------------------------------------------------------------------------
|   |                                                                                         
|2. | Other Instruments defining the rights
      of the holders of equity or debt securities.
|   |                                                                                         
|3. | A.                                                                                      
|   |                                                                                         
|   | B.                                                                                      

Exhibits attached as an Appendix to the initial Registration
  Statement on Form 20-F filed in June 2002 are as follows:

|Type of  |                                                                            |          
|-------- | -------------------------------------------------------------------------- | ---------
|Document | Description                                                                | Pages    
|         |                                                                            |          
|1        | Certificate of Incorporation, Memorandum and Articles of
      Association | 80 - 117 
|         | of Amarc                                                                   |          
|         |                                                                            |          
|1        | Incorporation document and Bylaws of Compañia Minera
      Amarc, S.A.     | 118 - 148
|         | de C.V. (in Spanish with an unofficial English translation)                |          

---

- 53 -

|Type of  |                                                                            |          
|-------- | -------------------------------------------------------------------------- | ---------
|Document | Description                                                                | Pages    
|         |                                                                            |          
|1        | Amended Certificates of Limited Partnership for Precious
      Exploration | 149 - 157
|         | Limited Partnership (PELP) dated December 28,
      2001 and June 4,     |          
|         | 2002                                                                       |          
|         |                                                                            |          
|4C       | Amended Share Incentive Plan dated for reference September
      22,       | 158 - 168
|         | 1999                                                                       |          
|         |                                                                            |          
|4B(i)    | Geological Management and Administration Services Agreement                | 169 - 176
|         | dated for reference December 31, 1996 between Amarc and Hunter             |          
|         | Dickinson Inc. (HDI) (See Item 7 Interest
      of Management in        |          
|         | Certain Transactions.)                                                    |          
|         |                                                                            |          
|4A       | Mineral Properties Transfer Agreement with Hunter Dickinson
      Group    | 177 - 237
|4B(i)    | Inc. (HDGI) dated November 15, 2001 and Partnership                      |          
|4B(iii)  | Capitalization Agreement of the same date whereby Amarc succeeded          |          
|         | to the option on the Inde Prospect and an affiliate quit
      claimed its |          
|         | interest in the Fox River Prospect leaving Amarc with 100%
      of the    |          
|         | equity of PELP which held the Fox River Project options from               |          
|         | Falconbridge                                                               |          
|         |                                                                            |          
|4A       | Partnership Capitalization Amendment Agreement dated November              | 238 - 245
|4B(i)    | 27, 2001 whereby Amarc amended its interest in PELP.                       |          
|4B(iii)  |                                                                            |          
|         |                                                                            |          
|Other    | Consent of US Tax Expert, Kempisty & Co., Certified Public                 | 246      
|         | Accountants, dated June 7, 2002                                            |          
|         |                                                                            |          
|Other    | Consent of Auditors, Devisser Gray, Chartered Accountants,
      dated     | 247      
|         | June 7, 2002                                                               |          
|         |                                                                            |          
|Other    | Consent of Canadian counsel, Lang Michener, dated June 7,
      2002       | 248      
|         |                                                                            |          
|Other    | Consent of geological expert, Peter A. Christopher, Ph.D.,
      P.Eng.,   | 249      
|         | dated June 7, 2002                                                         |          
|         |                                                                            |          
|Other    | Consent of geological expert, Norm Halden, Ph.D., P.Geo.,
      dated June | 250      
|         | 7, 2002                                                                    |          

Exhibits to Form 20-FA dated October 11, 2002 and Filed October 11, 2002

|Exhibit | Type of  |                                                       |      
|------- | -------- | ----------------------------------------------------- | -----
|No.     | Document | Description                                           | Pages
|        |          |                                                       |      
|1       | 4A       | Inde Option First Amending Agreement dated August 22, | 1-12 
|        | 4B(i)    | 2002.                                                 |      
|        | 4B(iii)  |                                                       |      
|        |          |                                                       |      
|2       | 4A       | Inde Option Second Amending Agreement dated September | 13-24
|        | 4B(i)    | 6, 2002                                               |      
|        | 4B(iii)  |                                                       |      

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- 54 -

|Exhibit | Type of  |                     |                                                     |   
|------- | -------- | ------------------- | --------------------------------------------------- | --
|No.     | Document | Description         | Pages                                              
|        |          |                     |                                                     |   
|        | 10       | Consents of Experts |                                                    
|        |          |                     |                                                     |   
|3       | 10       | (a)                 | Gernot Wober, B.Sc, P.Geo Geological Matters,      | 25
|        |          |                     | dated October 11, 2002                              |   
|        |          |                     |                                                     |   
|4       | 10       | (b)                 | Peter Christopher Ph.D. - Geological Matters, dated | 26
|        |          |                     | October 11, 2002                                    |   
|        |          |                     |                                                     |   
|5       | 10       | (c)                 | Kempisty & Co.  US Tax Matters, dated October      | 27
|        |          |                     | 11, 2002                                            |   
|        |          |                     |                                                     |   
|6       | 10       | (d)                 | DeVisser Gray, Chartered Accountants, Audit         | 28
|        |          |                     | consent dated October 11, 2002                      |   
|        |          |                     |                                                     |   
|7       | 10       | (e)                 | Lang Michener, Canadian Legal Matters, dated        | 29
|        |          |                     | October 11, 2002                                    |   

Exhibits to Form 20-FA dated November 27, 2002 and Filed November 28, 2002

|Exhibit | Type of  |                     |                                                |  
|------- | -------- | ------------------- | ---------------------------------------------- | -
|No.     | Document | Description         | Pages                                         
|        |          |                     |                                                |  
|        | 10       | Consents of Experts |                                               
|        |          |                     |                                                |  
|1       | 10       | (a)                 | Gernot Wober, B.Sc, P.Geo Geological Matters, | 1
|        |          |                     | dated November 27, 2002                        |  
|        |          |                     |                                                |  
|2       | 10       | (b)                 | Daniel B. Kilby - Geological Matters, dated    | 2
|        |          |                     | November 27, 2002                              |  
|        |          |                     |                                                |  
|3       | 10       | (c)                 | DeVisser Gray, Chartered Accountants, Audit    | 3
|        |          |                     | consent dated November 27, 2002                |  

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

| | 31.1 | 302 Certification of Chief Executive Officer
| | ---- | --------------------------------------------
| | 31.2 | 302 Certification of Chief Financial Officer

---

SIGNATURES

The Registrant 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.

Per:

*/s/ Jeffrey R. Mason*
  JEFFREY R. MASON
  Director, Chief Financial Officer, and Secretary



DATED: August 18, 2003



---







AMARC RESOURCES LTD.
  CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED 
  MARCH 31, 2003, 2002 and 2001

(Expressed in Canadian Dollars)





---

D E  V I S S E R   G R A Y
  CHARTERED ACCOUNTANTS

401 - 905 West Pender Street 
  Vancouver, BC Canada 
  V6C 1L6
  Tel: (604) 687-5447 
  Fax: (604) 687-6737

AUDITORS REPORT

To the Shareholders of Amarc Resources Ltd.

We have audited consolidated balance sheets of Amarc Resources
  Ltd. as at March 31, 2003 and 2002, and the consolidated statements of operations
  and deficit and cash flows for each of th years in the three year period ended
  March 31, 2003. These financial statements are the responsibility of the Companys
  management. Our responsibility is to express an opinion on these financial statements
  based on our audits.

We conducted our audits in accordance with generally accepted
  auditing standards in Canada and the United States of America. Those standards
  require that we plan and perform an audit to obtain reasonabl assurance whether
  the financial statements are free of material misstatement. An audit includes
  examining, on a test basis, evidence supporting the amounts and disclosures
  in the financial statements. An audit also includes assessing the accounting
  principles used and significant estimates made by management, a well as evaluating
  the overall financial statement presentation.

In our opinion, these financial statements present fairly,
  in all material respects, the financial position of the Company as at March
  31, 2003 and 2002 and the results of its operations and cash flows for each
  of the years in the three year period ended March 31, 2003 in accordance with
  generally accepted accounting principles in Canada. As requiredby the British
  Columbia Company Act, we report that, in our opinion, these principles have
  been applied on a consistent basis.

/s/ De Visser Gray

CHARTERED ACCOUNTANTSVancouver, British Columbia 
  August 8, 2003

COMMENTS BY AUDITORS FOR U.S. READERS ON CANADA  U.S.
  REPORTING CONFLICT

In the United States, reporting standards for auditors require
  the addition of an explanatory paragraph (following the opinion paragraph) when
  the financial statements are affected by conditions and events that cast substantial
  doubt upon the Company's ability to continue as a going concern, such as those
  referred to in note 1 to these financial statements .Our report to the shareholders
  dated August 8, 2003 is expressed in accordance with Canadian reporting standards
  which do not require a reference to such matters when the uncertainties are
  adequately disclosed in the financial statements.

/s/ De Visser Gray

CHARTERED ACCOUNTANTSVancouver, British Columbia 
  August 8, 2003

---

AMARC RESOURCES LTD. Consolidated Balance Sheets 
  (Expressed in Canadian Dollars)

|                                                        |   |            |   |   |            |  
|------------------------------------------------------- | - | ---------- | - | - | ---------- | -
|                                                        |   | March 31   |   |   | March 31   |  
|                                                        |   | 2003       |   |   | 2002       |  
|                                                        |   |            |   |   |            |  
|                                                        |   |            |   |   |            |  
|ASSETS                                                  |   |            |   |   |            |  
|                                                        |   |            |   |   |            |  
|Current assets                                          |   |            |   |   |            |  
|Cash and equivalents                                    | $ | 9,849      |   | $ | 1,028,274  |  
|Marketable securities (note
      3(b))                 |   | 605,050    |   |   |           |  
|Amounts receivable and prepaids                         |   | 256,982    |   |   | 260,239    |  
|Balances receivable from related
      parties (note 8) |   |           |   |   | 1,178,914  |  
|                                                        |   |            |   |   |            |  
|                                                        |   | 871,881    |   |   | 2,467,427  |  
|                                                        |   |            |   |   |            |  
|Equipment(note 4)                                       |   | 77,225     |   |   | 20,991     |  
|Reclamation deposit(note 9)                             |   | 70,000     |   |   | 70,000     |  
|                                                        |   |            |   |   |            |  
|                                                        | $ | 1,019,106  |   | $ | 2,558,418  |  
|                                                        |   |            |   |   |            |  
|                                                        |   |            |   |   |            |  
|LIABILITIES AND SHAREHOLDERS' EQUITY                    |   |            |   |   |            |  
|                                                        |   |            |   |   |            |  
|Current liabilities                                     |   |            |   |   |            |  
|Accounts payable and accrued
      liabilities          | $ | 90,451     |   | $ | 221,320    |  
|Balances payable to related
      parties (note 8)      |   | 165,550    |   |   |           |  
|                                                        |   |            |   |   |            |  
|                                                        |   | 256,001    |   |   | 221,320    |  
|                                                        |   |            |   |   |            |  
|                                                        |   |            |   |   |            |  
|Shareholders' equity                                    |   |            |   |   |            |  
|Share capital (note 7(b))                               |   | 8,635,675  |   |   | 8,360,752  |  
|Contributed surplus (note 7(c))                         |   | 5,805      |   |   |           |  
|Deficit                                                 |   | (7,878,375 | ) |   | (6,023,654 | )
|                                                        |   |            |   |   |            |  
|                                                        |   | 763,105    |   |   | 2,337,098  |  
|Nature of operations (note 1)                           |   |            |   |   |            |  
|Subsequent events (note 13)                             |   |            |   |   |            |  
|                                                        |   |            |   |   |            |  
|                                                        | $ | 1,019,106  |   | $ | 2,558,418  |  
|                                                        |   |            |   |   |            |  

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

|Approved by the Board of Directors |                     
|---------------------------------- | --------------------
|                                   |                     
|                                   |                     
|/s/ Ronald W. Thiessen             | /s/ Jeffrey R. Mason
|                                   |                     
|Ronald W. Thiessen                 | Jeffrey R. Mason    
|Director                           | Director            

---

AMARC RESOURCES LTD. Consolidated Statements of Operations 
  (Expressed in Canadian Dollars)

|                                      |   |                       |   |   |            |   |   |           |  
|------------------------------------- | - | --------------------- | - | - | ---------- | - | - | --------- | -
|                                      |   | Years ended March 31, |  
|                                      |   |                       |  
|                                      |   | 2003                  |   |   | 2002       |   |   | 2001      |  
|                                      |   |                       |   |   |            |   |   |           |  
|                                      |   |                       |   |   |            |   |   |           |  
|Expenses                              |   |                       |   |   |            |   |   |           |  
|Conference and travel                 | $ | 12,157                |   | $ | 73,266     |   | $ | 2,176     |  
|Depreciation                          |   | 20,750                |   |   | 4,052      |   |   | 3,673     |  
|Exploration (note 6)                  |   | 405,330               |   |   | 3,728,406  |   |   |          |  
|Legal, audit, and accounting          |   | 158,814               |   |   | 178,908    |   |   | 23,864    |  
|Management and consulting             |   | 73,697                |   |   | 110,971    |   |   | 52,361    |  
|Office and administration             |   | 107,304               |   |   | 79,820     |   |   | 14,128    |  
|Property investigations               |   |                      |   |   | 7,433      |   |   | 235,741   |  
|Salaries and benefits                 |   | 278,770               |   |   | 110,766    |   |   | 56,136    |  
|Shareholder communication             |   | 126,193               |   |   | 20,552     |   |   | 5,478     |  
|Trust and filing                      |   | 11,550                |   |   | 11,843     |   |   | 4,745     |  
|Gain on sale of capital assets        |   |                      |   |   | (2,907     | ) |   |          |  
|                                      |   |                       |   |   |            |   |   |           |  
|                                      |   | 1,194,565             |   |   | 4,323,110  |   |   | 398,302   |  
|                                      |   |                       |   |   |            |   |   |           |  
|                                      |   |                       |   |   |            |   |   |           |  
|Other items                           |   |                       |   |   |            |   |   |           |  
|Exchange gain (loss)                  |   | (64,609               | ) |   | 1,580      |   |   | (1,842    | )
|Government grants (note 10)           |   |                      |   |   | 387,880    |   |   |          |  
|Interest                              |   | 4,963                 |   |   | 47,032     |   |   | 217,246   |  
|Loss on sale of marketable securities |   | (19,500               | ) |   |           |   |   |          |  
|Write down of marketable securities   |   | (581,010              | ) |   |           |   |   |          |  
|                                      |   |                       |   |   |            |   |   |           |  
|                                      |   | (660,156              | ) |   | 436,492    |   |   | 215,404   |  
|                                      |   |                       |   |   |            |   |   |           |  
|                                      |   |                       |   |   |            |   |   |           |  
|Loss for the year                     | $ | (1,854,721            | ) | $ | (3,886,618 | ) | $ | (182,898  | )
|                                      |   |                       |   |   |            |   |   |           |  
|                                      |   |                       |   |   |            |   |   |           |  
|Basic and diluted loss per share      | $ | (0.12                 | ) | $ | (0.37      | ) | $ | (0.02     | )
|                                      |   |                       |   |   |            |   |   |           |  
|                                      |   |                       |   |   |            |   |   |           |  
|Weighted average number               |   |                       |   |   |            |   |   |           |  
|of common shares outstanding          |   | 15,170,448            |   |   | 10,441,233 |   |   | 9,707,041 |  
|                                      |   |                       |   |   |            |   |   |           |  

|                           |   |                      |   |   |            |   |   |            |  
|-------------------------- | - | -------------------- | - | - | ---------- | - | - | ---------- | -
|                           |   | Years ended March 31 |  
|                           |   |                      |  
|                           |   | 2003                 |   |   | 2002       |   |   | 2001       |  
|                           |   |                      |   |   |            |   |   |            |  
|Deficit, beginning of year | $ | (6,023,654           | ) | $ | (2,137,036 | ) | $ | (1,954,138 | )
|Loss for the year          |   | (1,854,721           | ) |   | (3,886,618 | ) |   | (182,898   | )
|                           |   |                      |   |   |            |   |   |            |  
|Deficit, end of year       | $ | (7,878,375           | ) | $ | (6,023,654 | ) | $ | (2,137,036 | )
|                           |   |                      |   |   |            |   |   |            |  

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

---

AMARC RESOURCES LTD.Consolidated Statements of Cash Flows 
  (Expressed in Canadian Dollars)

|                                                            |   |                       |   |   |            |   |   |           |  
|----------------------------------------------------------- | - | --------------------- | - | - | ---------- | - | - | --------- | -
|                                                            |   | Years ended March 31, |  
|                                                            |   |                       |  
|Cash provided by (applied to):                              |   | 2003                  |   |   | 2002       |   |   | 2001      |  
|                                                            |   |                       |   |   |            |   |   |           |  
|                                                            |   |                       |   |   |            |   |   |           |  
|Operating activities                                        |   |                       |   |   |            |   |   |           |  
|Loss for the year                                           | $ | (1,854,721            | ) | $ | (3,886,618 | ) | $ | (182,898  | )
|Items not involving cash                                    |   |                       |   |   |            |   |   |           |  
|Common
      shares received                                |   | (1,300,000            | ) |   |           |   |   |          |  
|Common
      shares issued for property fees                |   | 53,699                |   |   |           |   |   |          |  
|Depreciation                                                |   | 20,750                |   |   | 4,052      |   |   | 3,673     |  
|Gain
      on sale of capital assets                        |   |                      |   |   | (2,907     | ) |   |          |  
|Loss
      on sale of marketable securities                 |   | 19,500                |   |   |           |   |   |          |  
|Stock-based
      compensation                              |   | 5,805                 |   |   |           |   |   |          |  
|Write
      down of marketable securities                   |   | 581,010               |   |   |           |   |   |          |  
|Changes in non-cash working
      capital items             |   |                       |   |   |            |   |   |           |  
|Accounts
      payable and accrued liabilities              |   | (130,869              | ) |   | 203,866    |   |   | (7,755    | )
|Amounts
      receivable and prepaids                       |   | 3,257                 |   |   | (205,551   | ) |   | (8,431    | )
|Balances
      receivable from (payable to) related parties |   | 1,344,464             |   |   | (851,433   | ) |   | (248,386  | )
|                                                            |   |                       |   |   |            |   |   |           |  
|                                                            |   | (1,257,105            | ) |   | (4,738,591 | ) |   | (443,797  | )
|                                                            |   |                       |   |   |            |   |   |           |  
|                                                            |   |                       |   |   |            |   |   |           |  
|Investing activities                                        |   |                       |   |   |            |   |   |           |  
|Proceeds from sale of capital
      assets                  |   |                      |   |   | 4,813      |   |   |          |  
|Proceeds from sale of marketable
      securities           |   | 94,440                |   |   |           |   |   |          |  
|Purchase of equipment                                       |   | (76,984               | ) |   | (24,514    | ) |   |          |  
|Reclamation deposit                                         |   |                      |   |   | (70,000    | ) |   |          |  
|                                                            |   |                       |   |   |            |   |   |           |  
|                                                            |   | 17,456                |   |   | (89,701    | ) |   |          |  
|                                                            |   |                       |   |   |            |   |   |           |  
|                                                            |   |                       |   |   |            |   |   |           |  
|Financing activities                                        |   |                       |   |   |            |   |   |           |  
|Issuance of share capital                                   |   | 221,224               |   |   | 1,819,393  |   |   | 42,000    |  
|                                                            |   |                       |   |   |            |   |   |           |  
|                                                            |   | 221,224               |   |   | 1,819,393  |   |   | 42,000    |  
|                                                            |   |                       |   |   |            |   |   |           |  
|                                                            |   |                       |   |   |            |   |   |           |  
|Decrease in cash and equivalents                            |   | (1,018,425            | ) |   | (3,008,899 | ) |   | (401,797  | )
|Cash and equivalents, beginning of year                     |   | 1,028,274             |   |   | 4,037,173  |   |   | 4,438,970 |  
|                                                            |   |                       |   |   |            |   |   |           |  
|                                                            |   |                       |   |   |            |   |   |           |  
|Cash and equivalents, end of year                           | $ | 9,849                 |   | $ | 1,028,274  |   | $ | 4,037,173 |  
|                                                            |   |                       |   |   |            |   |   |           |  

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

Supplementary disclosure of non-cash financing and investing activities:

During the year ended March 31, 2003, the Company issued an
  aggregate of 265,680 common 
  shares at a value of $53,699 for property fees. The Company also recorded 7,000,000
  common 
  shares of Expatriate Resources Ltd. at a value of $1.3 million.

---

AMARC RESOURCES LTD. 
  Notes to the Consolidated Financial Statements 
  For the year ended March 31, 2003
  (Expressed in Canadian Dollars)

---

|1.  | NATURE OF OPERATIONS
        Amarc Resources Ltd. (the Company) is incorporated under
          the laws of the Province of British Columbia, and its principal business
          activity is the exploration of mineral properties. Its current mineral
          property interest is located in Durango State, Mexico.
        These consolidated financial statements have been prepared using Canadian
          generally accepted accounting principles assuming a going concern. The
          Company has incurred losses since inception and its ability to continue
          as a going concern depends upon its capacity to develop profitable operations
          and to continue to raise adequate financing. These financial statements
          do not reflect adjustments, which could be material, to the carrying
          values of assets and liabilities which may be required should the Company
          be unable to continue as a going concern.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|2.  | BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION
      These financial statements have been prepared in accordance
        with Canadian generally accepted accounting principles. These consolidated
        financial statements include the accounts of the Company and its wholly
        owned subsidiaries, Compania Minera Amarc, S.A. de C.V. and Amarc Exploraciones
        Mineras, S.A. de C.V., which are incorporated in Mexico. Also included
        are the accounts of the Precious Exploration Limited Partnership, which
        is subject to the Companys control and primary beneficial ownership
        (note 5).                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|3.  | SIGNIFICANT ACCOUNTING POLICIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(a) | Cash and equivalents
      Cash and equivalents consist of cash and highly liquid
        investments, having maturity dates of three months or less from the date
        of purchase, which are readily convertible to known amounts of cash.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(b) | Marketable securities
      Marketable securities are recorded at the lower of cost
        and quoted market value. Marketable securities held at March 31, 2003,
        consist of 6,050,500 common shares of Expatriate Resources Ltd., which
        are carried at quoted market value.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(c) | Equipment
      Equipment is recorded at cost and is depreciated over
        its estimated useful life using the declining balance method at various
        rates ranging from 20% to 30% per annum.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(d) | Reclamation deposits
      Reclamation deposits are recorded at cost (note 9).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(e) | Mineral property interests
      The acquisition costs of mineral properties are deferred
        until the properties are placed into production, sold or abandoned. These
        deferred costs are amortized on a unit-of-production basis                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

---

AMARC RESOURCES LTD. 
  Notes to the Consolidated Financial Statements 
  For the year ended March 31, 2003
  (Expressed in Canadian Dollars)

---

|    | over the estimated useful life of the related properties following
          the commencement of production or written off if the properties are
          allowed to lapse or are abandoned. If the deferred mineral property
          costs are determined not to be recoverable over the estimated useful
          life or are less than estimated fair market value, the unrecoverable
          portion is charged to earnings in that period.
        Mineral property acquisition costs include the cash consideration
          and the fair market value of common shares, based on the trading price
          of the shares, on the date of issue or as otherwise provided under the
          agreement terms for the mineral property interest. Costs for properties
          for which the Company does not possess unrestricted ownership and exploration
          rights, such as option agreements, are expensed in the period incurred
          or until a feasibility study has determined that the property is capable
          of commercial production.
        Exploration costs and option payments are expensed in the period incurred.
        Administrative expenditures are expensed in the period incurred.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(f) | Share capital
        Common shares issued for mineral property interests are recorded at
          the fair market value based upon the trading price of the shares on
          the TSX Venture Exchange on the date of issue or as otherwise provided
          under the agreement terms to issue the shares.
        The proceeds from common shares issued pursuant to flow-through share
          financing agreements are credited to share capital as the tax benefits
          of the exploration expenditures incurred pursuant to these agreements
          are transferred to the purchaser of the flow-through shares.
        Share issue costs are deducted from share capital.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(g) | Stock-based compensation (see also note 3(h))
        The Company has a stock option plan which is described in note 7(c).
          The Company accounts for all non-cash stock-based payments to non-employees,
          and employee awards that are direct awards of stock, that call for settlement
          in cash or other assets, or that are stock appreciation rights which
          call for settlement by the issuance of equity instruments, granted on
          or after April 1, 2002, using the fair value based method.
        Under the fair value based method, stock-based payments to non-employees
          are measured at the fair value of the consideration received, or the
          fair value of the equity instruments issued, or liabilities incurred,
          whichever is more reliably measurable. The fair value of non-cash stock-based
          payments to non-employees is periodically re-measured until counterparty
          performance is complete, and any change therein is recognized over the
          period and in the same manner as if the Company had paid cash instead
          of paying with or using equity instruments. The cost of non-cash stock-based
          payments to service providers that are fully vested and non-forfeitable
          at the grant date is measured and recognized at that date. For awards
          that vest at the end of a vesting period, compensation cost is recognized
          on a straight-line basis; for awards that vest on a graded basis, compensation
          cost is recognized on a pro-rata basis over the vesting period.
        No compensation cost is required to be recorded for all other non-cash
          stock-based employee compensation awards. Consideration paid by employees
          upon the exercise of stock options is credited to share capital. If
          applicable, the Company presents in the notes to the financial

---

AMARC RESOURCES LTD. 
  Notes to the Consolidated Financial Statements 
  For the year ended March 31, 2003
  (Expressed in Canadian Dollars)

---

|    | statements the pro forma net income(loss) and earnings(loss) per share
          had the fair value method been used to account for employee non-cash
          stock-based compensation awards.
        Under the fair value based method, compensation cost attributable
          to awards to employees that are direct awards of stock, or stock appreciation
          rights which call for settlement by the issuance of equity instruments,
          is measured at fair value at the grant date and recognized over the
          vesting period. Compensation cost attributable to awards to employees
          which call for settlement in cash or other assets is measured at fair
          value at the grant date and recognized over the vesting period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(h) | Change in Accounting Policy  Stock-Based Compensation
        Effective April 1, 2002, the Company adopted the new Recommendations
          of the Canadian Institute of Chartered Accountants relating to the accounting
          for stock-based compensation and other stock-based payments. Under the
          new standard, payments to non-employees, and to employee awards that
          are direct awards of stock, that call for settlement in cash or other
          assets, or that are stock appreciation rights which call for settlement
          by the issuance of equity instruments, are accounted for using the fair
          value method and is included in operations, with an offset to contributed
          surplus. No compensation expense is recorded for all other non-cash
          stock-based employee compensation awards; however pro forma disclosure
          of net income and earnings per share, had the Company used the fair
          value method, is presented if applicable.
        Prior to the adoption of the new standard, no compensation expense
          was recorded for the Company's stock-based incentive plans when the
          options were granted. Any consideration paid by those exercising stock
          options was credited to share capital upon receipt.
        The new Recommendations are applied prospectively. The adoption of
          this new standard has resulted in no changes to amounts previously reported.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(i) | Foreign currency translation
        All of the Companys foreign subsidiaries are considered integrated.
        Monetary assets and liabilities of the Company's integrated foreign
          operations are translated into Canadian dollars at exchange rates in
          effect at the balance sheet date. Non-monetary assets and liabilities
          are translated at historical estimated exchange rates unless such items
          are carried at market, in which case they are translated at the exchange
          rates in effect on the balance sheet date. Revenues and expenses, except
          depreciation, are translated at average exchange rates for the period.
          Depreciation is translated at the same exchange rates as the assets
          to which it relates.
        Foreign exchange gains or losses are expensed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(j) | Income taxes
        The Company uses the asset and liability method of accounting for
          income taxes. Under this method, future income tax assets and liabilities
          are computed based on differences between the carrying amount of assets
          and liabilities on the balance sheet and their corresponding tax values,
          generally using the enacted or substantively enacted income tax rates
          expected to apply to taxable income in the years in which those temporary
          differences are expected to be recovered or settled.
        Future income tax assets also result from unused loss carryforwards
          and other deductions. Future                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

---

AMARC RESOURCES LTD. 
  Notes to the Consolidated Financial Statements 
  For the year ended March 31, 2003
  (Expressed in Canadian Dollars)

---

|    | tax assets are recognized to the extent that they are
        considered more likely than not to be realized. The valuation of future
        income tax assets is adjusted, if necessary, by the use of a valuation
        allowance to reflect the estimated realizable amount.

      The Companys accounting policy for future income
        taxes currently has no effect on the financial statements of any of the
        periods presented.                                                                                                                                                                                                                                                                                                                                                                           
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(k) | Loss per share

      Basic loss per share is calculated by dividing the loss
        for the period by the weighted average number of common shares outstanding
        during the period.

      Diluted loss per share is calculated using the treasury
        stock method. Under the treasury stock method, the weighted average number
        of common shares outstanding used for the calculation of diluted loss
        per share assumes that the proceeds to be received on the exercise of
        dilutive stock options and warrants are used to repurchase common shares
        at the average market price during the period.

      Diluted loss per share has not been presented as the
        effect of outstanding options and warrants would be anti-dilutive.                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(l) | Fair value of financial instruments

      The carrying values of cash and equivalents, amounts
        receivable, and accounts payable and accrued liabilities approximate their
        fair value due to their short term nature. The Company is not exposed
        to significant credit risk or interest rate risk.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(m) | Use of estimates

      The preparation of financial statements in conformity
        with Canadian generally accepted accounting principles requires management
        to make estimates and assumptions that affect the reported amounts of
        assets and liabilities and the disclosure of contingent assets and liabilities
        as at the balance sheet date, and the reported amounts of revenues and
        expenses during the reporting period. Significant areas requiring the
        use of management estimates include the determination of potential impairments
        of asset values, and rates for depreciation of equipment, as well as the
        assumptions used in determining the fair value of non-cash stock-based
        compensation. Actual results could differ from those estimates.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(n) | Comparative figures

      Certain of the prior years comparative figures
        have been reclassified to conform to the financial statement presentation
        adopted for the current year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

---

AMARC RESOURCES LTD. 
  Notes to the Consolidated Financial Statements 
  For the year ended March 31, 2003
  (Expressed in Canadian Dollars)

---

|4. | EQUIPMENT
|-- | ---------
|   |          

| |                |   |         |  |   |              |  |   |          | 
| | -------------- | - | ------- |  | - | ------------ |  | - | -------- | 
| |                |   |         |  |   | Accumulated  |  |   | Net Book | 
| |                |   | Cost    |  |   | Depreciation |  |   | Value    | 
| |                |   |         |  |   |              |  |   |          | 
| | March 31, 2003 |   |         |  |   |              |  |   |          | 
| | Automotive     | $ | 24,514  |  | $ | 9,576        |  | $ | 14,938   | 
| | Site equipment |   | 77,551  |  |   | 15,264       |  |   | 62,287   | 
| |                |   |         |  |   |              |  |   |          | 
| |                | $ | 102,065 |  | $ | 24,840       |  | $ | 77,225   | 
| |                |   |         |  |   |              |  |   |          | 
| |                |   |         |  |   |              |  |   |          | 
| | March 31, 2002 |   |         |  |   |              |  |   |          | 
| | Automotive     | $ | 24,514  |  | $ | 3,677        |  | $ | 20,837   | 
| | Site equipment |   | 567     |  |   | 413          |  |   | 154      | 
| |                |   |         |  |   |              |  |   |          | 
| |                | $ | 25,081  |  | $ | 4,090        |  | $ | 20,991   | 
| |                |   |         |  |   |              |  |   |          | 

|5.  | MINERAL PROPERTY INTERESTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(a) | Durango State, Mexico 
          Inde Property

      The Inde Property ("the Property") comprises approximately
        270 hectares and consists of five mineral concessions, of which three
        are owned outright by the Company and two are held under option. The Company
        was assigned its interest in the Property in November 2001 from Hunter
        Dickinson Group Inc., ("HDGI"), a private company related by certain directors
        in common, in consideration for US$475,000 (paid during the comparative
        fiscal year). The Company also assumed the position of HDGI in the option
        agreement to acquire two of the claims from the underlying vendor which,
        as amended during the current fiscal year, will require future semi-annual
        payments of US$125,000 commencing in December, 2003 until a required balloon
        payment of US$3.0 million in June 2006. These two claims carry a Net Smelter
        Returns royalty of 4%, capped at US$2.0 million.

      During the current fiscal year, the Company paid finder's
        fees in connection with the Property of $43,393 and 265,680 common shares,
        and also paid the underlying property vendor US$25,000 (2002  US$125,000)
        in connection with the option agreement assigned from HDGI.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(b) | Manitoba, Canada 
        Fox River Property
      By an agreement dated November 15, 2001 (the November
        15, 2001 agreement), the Company acquired the right to participate
        in the Fox River Project by investing in and becoming a general partner
        of the Precious Exploration Limited Partnership (PELP), which
        held an option to acquire property interests comprising four Special Exploration
        Permits located near Thompson, Manitoba.
      Specifically, the property comprised two permits covering
        285,588 hectares owned 100% by Falconbridge Limited (Falconbridge)
        and two permits covering 28,392 hectares which are subject to an option
        agreement between Falconbridge and W. Bruce Dunlop Limited NPL. The Fox
        River Project option rights held by PELP entitled it to earn a 60% interest
        in the Project by expending an aggregate of $12.5 million prior to December
        31, 2005, subject to Falconbridges right to back-in to a 60% interest
        by completing and financing a bankable feasibility study and by arranging
        financing and completion guarantees for mine development. The expenditures
        were to                                                                                             

---

AMARC RESOURCES LTD. 
  Notes to the Consolidated Financial Statements 
  For the year ended March 31, 2003
  (Expressed in Canadian Dollars)

---

|      | be made at the rate of $2.5 million per year, with the completion date
          of the first years amount extended to September 30, 2002, which
          the Company met.
        Pursuant to the November 15, 2001 agreement, the Company agreed that
          it would fund PELP with $2.5 million in capital such that PELP could
          discharge accounts owing to Hunter Dickinson Group Inc. (HDGI),
          a private company controlled by certain common directors, which aggregated
          this amount. HDGI had initially funded part of these expenditures on
          behalf of PELP subsequent to HDGIs initial acquisition of the
          Fox River Option on March 31, 2001. By an amending agreement dated November
          27, 2001, Expatriate Resources Ltd. (Expatriate), an unrelated
          public company, agreed to participate in PELP by becoming a general
          partner and contributing $1.3 million (paid) towards the first years
          expenditure commitment (an amount which was refunded to the Company,
          thereby reducing its initial contribution to $1.2 million) and to receive
          the option to earn a maximum 20% interest in PELP in consideration for
          agreeing to fund 50% of the first $5.0 million in PELP expenditures.
          Expatriate subsequently acknowledged that it would not be paying its
          share of future project expenditures, and accordingly surrendered its
          interest in PELP to HDGI pursuant to the terms of an agreement between
          the two parties, which agreement included the issuance of 7 million
          shares of Expatriate to HDGI, and HDGI allotted such shares to the Company.
        As the primary general partner of PELP, the Company has accounted
          for its investment on the basis of its economic substance, which is
          that of mineral property exploration expenses. Accordingly, these financial
          statements reflect the Companys pro-rata share (based on the Partners
          respective capital account balances) of PELP exploration expenses incurred
          to December 31, 2001, the date Expatriate effectively resigned its participation
          in the partnership, plus all PELP exploration expenses incurred subsequent
          to that date. The gross PELP expenditures incurred to date apply to
          the exploration requirements of the Fox River Property option and have
          accrued substantially to the benefit of the Company as the primary remaining
          general partner of PELP subsequent to December 31, 2001.
        In a related arrangement, Rockwell Ventures Inc. (Rockwell),
          which had originally acquired the Fox River Project option from HDGI
          and which is a public company also related by certain common directors,
          was unable to complete on the option and quitclaimed its interest in
          PELP and the Fox River Project in favor of the Company. In consideration,
          the Company agreed to issue to Rockwell up to 1,000,000 share purchase
          warrants, issuable as to 200,000 per $2.5million in property expenditures,
          of which on December 31, 2001 the Company issued 200,000 first year
          warrants, exercisable at $1.00 for two years.
        During the year, the Company sought an extension to earn an interest
          in the Fox River property, but it was not agreed to by Falconbridge.
          On January 10, 2003, the Company terminated its option to earn a 60%
          participating joint venture interest from Falconbridge Limited on the
          Fox River Project. Accordingly, no further warrants are issuable by
          Amarc to Rockwell relating to this property.
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|*(c)* | OtherCanadian Properties - Yukon Territory and Saskatchewan
      The Company has a 5% net profits interest (NPI) in the
        46 mineral claims comprising the Ana Property in the Yukon, and a 2.5%
        NPI in a mineral lease comprising the Mann Lake Property in Saskatchewan.
        The Company has neither active exploration programs nor does it plan to
        undertake any new programs on these properties at the present time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

---

AMARC RESOURCES LTD. 
  Notes to the Consolidated Financial Statements 
  For the year ended March 31, 2003
  (Expressed in Canadian Dollars)

---

|6. | EXPLORATION EXPENSES
|-- | --------------------
|   |                     

| |                                  |   |           |  |   |            |   |   |                      |  
| | -------------------------------- | - | --------- |  | - | ---------- | - | - | -------------------- | -
| |                                  |   | Inde      |  |   | Fox River  |   |   | Years ended March 31 |  
| |                                  |   | Property  |  |   | Property   |   |   | 2003                 |  
| |                                  |   |           |  |   |            |   |   |                      |  
| | Assays and analysis              | $ | 51,273    |  | $ | 15,582     |   | $ | 66,855               |  
| | Drilling                         |   | 467,227   |  |   | 170,756    |   |   | 637,983              |  
| | Engineering                      |   | 3,940     |  |   | 1,140      |   |   | 5,080                |  
| | Equipment rental                 |   | 24,588    |  |   | 5,756      |   |   | 30,344               |  
| | Freight                          |   | 13,071    |  |   | 663        |   |   | 13,734               |  
| | Geological                       |   | 297,126   |  |   | 198,247    |   |   | 495,373              |  
| | Government grants                |   |          |  |   | (97,438    | ) |   | (97,438              | )
| | Graphics                         |   | 29,519    |  |   | 1,633      |   |   | 31,152               |  
| | Helicopter                       |   |          |  |   | 70,097     |   |   | 70,097               |  
| | Option earn-in rights            |   |          |  |   | (1,300,000 | ) |   | (1,300,000           | )
| | Option payments                  |   | 45,078    |  |   |           |   |   | 45,078               |  
| | Property fees/assessment         |   | 121,301   |  |   | (5,128     | ) |   | 116,173              |  
| | Site activities                  |   | 226,417   |  |   | 22,973     |   |   | 249,390              |  
| | Travel and accommodation         |   | 34,078    |  |   | 7,431      |   |   | 41,509               |  
| |                                  |   |           |  |   |            |   |   |                      |  
| | Incurred during the year         |   | 1,313,618 |  |   | (908,288   | ) |   | 405,330              |  
| | Cumulative exploration expenses, |   |           |  |   |            |   |   |                      |  
| | beginning of year                |   | 1,009,592 |  |   | 2,718,814  |   |   | 3,728,406            |  
| |                                  |   |           |  |   |            |   |   |                      |  
| |                                  |   |           |  |   |            |   |   |                      |  
| | Cumulative exploration expenses, |   |           |  |   |            |   |   |                      |  
| | end of year                      | $ | 2,323,210 |  | $ | 1,810,526  |   | $ | 4,133,736            |  
| |                                  |   |           |  |   |            |   |   |                      |  

---

AMARC RESOURCES LTD. 
  Notes to the Consolidated Financial Statements 
  For the year ended March 31, 2003
  (Expressed in Canadian Dollars)

---

|7.  | SHARE CAPITAL                                                                                                                          
|--- | ---------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                        
|(a) | Authorized share capital
      The Company's authorized share capital consists of 100,000,000 common
        shares, without par value.
|    |                                                                                                                                        
|(b) | Issued and outstanding common shares                                                                                                   

| |                                                            |  |       |  |  |            |  |   |           | 
| | ---------------------------------------------------------- |  | ----- |  |  | ---------- |  | - | --------- | 
| |                                                            |  |       |  |  | Number of  |  |   |           | 
| | Common shares issued:                                      |  | Price |  |  | Shares     |  |   | Amount    | 
| |                                                            |  |       |  |  |            |  |   |           | 
| | Balance March 31, 2000                                     |  |       |  |  | 9,650,000  |  | $ | 6,499,359 | 
| | Options exercised in fiscal 2001                           |  | $0.35 |  |  | 120,000    |  |   | 42,000    | 
| |                                                            |  |       |  |  |            |  |   |           | 
| | Balance March 31, 2001                                     |  |       |  |  | 9,770,000  |  | $ | 6,541,359 | 
| | Issued during fiscal 2002                                  |  |       |  |  |            |  |   |           | 
| | Private placement January 2002, (net
      of issue costs) |  | $0.40 |  |  | 2,500,000  |  |   | 913,649   | 
| | Private placement March 2002, (net of issue costs)         |  | $0.40 |  |  | 2,500,000  |  |   | 905,744   | 
| |                                                            |  |       |  |  |            |  |   |           | 
| | Balance March 31, 2002                                     |  |       |  |  | 14,770,000 |  |   | 8,360,752 | 
| | Issued during fiscal 2003                                  |  |       |  |  |            |  |   |           | 
| | Warrants exercised                                         |  | $0.40 |  |  | 87,500     |  |   | 35,000    | 
| | Option payment                                             |  | $0.42 |  |  | 25,500     |  |   | 10,467    | 
| | Option payment                                             |  | $0.18 |  |  | 240,180    |  |   | 43,232    | 
| | Private placement August 2002, net of issue costs(i)       |  | $0.60 |  |  | 345,710    |  |   | 186,224   | 
| |                                                            |  |       |  |  |            |  |   |           | 
| | Balance March 31, 2003                                     |  |       |  |  | 15,468,890 |  | $ | 8,635,675 | 
| |                                                            |  |       |  |  |            |  |   |           | 

|      | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | On August 27, 2002, the Company closed
        a private placement of 345,710 units at a price of $0.60 per unit. Each
        unit was comprised of one common share and one share purchase warrant
        (note 7(d)).
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                          
|*(c)* | Share purchase option compensation plan
      The Company has a share purchase option compensation
        plan approved by the shareholders that allows it to grant up to 2,970,000
        share purchase options, vesting over up to two years, subject to regulatory
        terms and approval, to its employees, officers, directors and consultants.
        The exercise price of each option can be set equal to or greater than
        the closing market price of the common shares on the TSX on the day prior
        to the date of the grant of the option, less any allowable discounts.
        Options have a maximum term of five years and terminate 30 days following
        the termination of the optionees employment, except in the case
        of retirement or death. In the case of retirement, they terminate 30 to
        90 days after the date of retirement, at managements discretion
        and in the case of death; they terminate at the earlier of one year after
        the date of death or the expiry date of the options.

---

AMARC RESOURCES LTD. 
  Notes to the Consolidated Financial Statements 
  For the year ended March 31, 2003
  (Expressed in Canadian Dollars)

---

| | The continuity of share purchase options for the year ended March 31,
      2003 is:
| | ------------------------------------------------------------------------------------

| |                   |          |  |   |           |  |   |         |  |   |           |  |   |           |   |   |           | 
| | ----------------- | -------- |  | - | --------- |  | - | ------- |  | - | --------- |  | - | --------- | - | - | --------- | 
| |                   | Exercise |  |   | Mar. 31   |  |   |         |  |   |           |  |   | Expired/  |   |   | Mar. 31   | 
| | Expiry date       | Price    |  |   | 2002      |  |   | Granted |  |   | Exercised |  |   | Cancelled |   |   | 2003      | 
| |                   |          |  |   |           |  |   |         |  |   |           |  |   |           |   |   |           | 
| | April 5, 2003 (i) | $0.56    |  |   | 1,200,000 |  |   |        |  |   |          |  |   |          |   |   | 1,200,000 | 
| | January 30, 2004  | $0.48    |  |   | 688,000   |  |   |        |  |   |          |  |   | (21,000   | ) |   | 667,000   | 
| | December 20, 2004 | $0.18    |  |   |          |  |   | 97,000  |  |   |          |  |   |          |   |   | 97,000    | 
| |                   |          |  |   |           |  |   |         |  |   |           |  |   |           |   |   |           | 
| |                   |          |  |   | 1,888,000 |  |   | 97,000  |  |   |          |  |   | (21,000   | ) |   | 1,964,000 | 
| | Weighted average  |          |  |   |           |  |   |         |  |   |           |  |   |           |   |   |           | 
| | exercise price    |          |  | $ | 0.53      |  | $ | 0.18    |  | $ |          |  | $ | 0.48      |   | $ | 0.51      | 
| |                   |          |  |   |           |  |   |         |  |   |           |  |   |           |   |   |           | 

| | The contractual remaining life of share purchase options is
      0.31 years.       
| | ------------------------------------------------------------------------------------
| |                                                                                     
| | (i)                                                                                 
| |                                                                                     
| | The continuity of share purchase options for the year ended
      March 31, 2002 is:

| |                  |          |  |   |         |  |   |           |  |   |           |  |   |           |   |   |           | 
| | ---------------- | -------- |  | - | ------- |  | - | --------- |  | - | --------- |  | - | --------- | - | - | --------- | 
| |                  | Exercise |  |   | Mar. 31 |  |   |           |  |   |           |  |   | Expired/  |   |   | Mar. 31   | 
| | Expiry date      | Price    |  |   | 2001    |  |   | Granted   |  |   | Exercised |  |   | Cancelled |   |   | 2002      | 
| |                  |          |  |   |         |  |   |           |  |   |           |  |   |           |   |   |           | 
| | Nov. 15, 2001    | $0.62    |  |   | 200,000 |  |   |          |  |   |          |  |   | (200,000  | ) |   |          | 
| | April 15, 2003   | $0.56    |  |   |        |  |   | 1,200,000 |  |   |          |  |   |          |   |   | 1,200,000 | 
| | January 30, 2004 | $0.48    |  |   |        |  |   | 688,000   |  |   |          |  |   |          |   |   | 688,000   | 
| |                  |          |  |   |         |  |   |           |  |   |           |  |   |           |   |   |           | 
| |                  |          |  |   | 200,000 |  |   | 1,888,000 |  |   |          |  |   |          |   |   | 1,888,000 | 
| | Weighted average |          |  |   |         |  |   |           |  |   |           |  |   |           |   |   |           | 
| | exercise price   |          |  | $ | 0.62    |  | $ | 0.53      |  | $ |          |  | $ | 0.62      |   | $ | 0.53      | 
| |                  |          |  |   |         |  |   |           |  |   |           |  |   |           |   |   |           | 

| | The contractual remaining life of share purchase options
        is 1.31 years.
      The exercise prices of all share purchase options granted
        during 2003 and 2002 were equal to the market price at the grant date.
        The estimated fair value of all options granted to non-employees during
        2003 have been reflected in the statement of operations as follows:
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Office and administration                                     | $ | 5,805 | 
| | ------------------------------------------------------------- | - | ----- | 
| |                                                               |   |       | 
| | Total stock-based compensation cost recognized in operations, |   |       | 
| | credited to contributed surplus                               | $ | 5,805 | 
| |                                                               |   |       | 

| | The weighted-average assumptions used to estimate the fair value of options
      granted during 2003 were:
| | -----------------------------------------------------------------------------------------------------------

| |  | Risk-free interest rate   | 3%        
| |  | ------------------------- | ----------
| |  | Expected option life      | 2 years   
| |  | Vesting periods           | 4-6 months
| |  | Expected price volatility | 40%       
| |  | Expected dividend yield   | nil       

| | Option pricing models require the input of highly
        subjective assumptions including the expected price volatility. Changes
        in the subjective input assumptions can materially affect the fair value
        estimate, and therefore existing models do not necessarily provide a reliable
        measure of the fair value of the Companys stock options.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

AMARC RESOURCES LTD. 
  Notes to the Consolidated Financial Statements 
  For the year ended March 31, 2003
  (Expressed in Canadian Dollars)

---

|      | The Company did not issue
        any stock-based compensation to directors, officers or employees during
        the year. Accordingly, there is no pro forma disclosure required.
|----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                    
|*(d)* | Share purchase warrants                                                                                                                                                            
|      |                                                                                                                                                                                    
|      | The continuity of share purchase warrants
        (each warrant exercisable into one common share) for the year ended March
        31, 2003 is:                                   

| |                        |          |  |   |           |  |   |         |  |   |           |   |   |           |  |   |           | 
| | ---------------------- | -------- |  | - | --------- |  | - | ------- |  | - | --------- | - | - | --------- |  | - | --------- | 
| |                        | Exercise |  |   | Mar. 31   |  |   |         |  |   |           |   |   | Expired/  |  |   | Mar. 31   | 
| | Expiry date            | Price    |  |   | 2002      |  |   | Issued  |  |   | Exercised |   |   | Cancelled |  |   | 2003      | 
| |                        |          |  |   |           |  |   |         |  |   |           |   |   |           |  |   |           | 
| | January 7, 2003        | $0.40    |  |   | 87,500    |  |   |        |  |   | (87,500   | ) |   |          |  |   |          | 
| | September 8, 2003      | $0.50    |  |   | 2,500,000 |  |   |        |  |   |          |   |   |          |  |   | 2,500,000 | 
| | December 27, 2003 (ii) | $0.73    |  |   |          |  |   | 345,710 |  |   |          |   |   |          |  |   | 345,710   | 
| | December 31, 2003(iii) | $0.50    |  |   | 200,000   |  |   |        |  |   |          |   |   |          |  |   | 200,000   | 
| | January 7, 2004 (i)    | $0.40    |  |   | 2,412,500 |  |   |        |  |   |          |   |   |          |  |   | 2,412,500 | 
| |                        |          |  |   |           |  |   |         |  |   |           |   |   |           |  |   |           | 
| |                        |          |  |   | 5,200,000 |  |   | 345,710 |  |   | (87,500   | ) |   |          |  |   | 5,458,210 | 
| | Weighted average       |          |  |   |           |  |   |         |  |   |           |   |   |           |  |   |           | 
| | exercise price         |          |  | $ | 0.45      |  | $ | 0.73    |  | $ | 0.40      |   | $ |          |  | $ | 0.47      | 
| |                        |          |  |   |           |  |   |         |  |   |           |   |   |           |  |   |           | 

| | (i)                                                                                                                                                                                                                             | In December 2002, the TSX
        Venture Exchange gave approval for 2,412,500 warrants to have their original
        expiry dates of January 7, 2003 and July 7, 2003 extended to January 7,
        2004.                                                                                                                                                                                         
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii)                                                                                                                                                                                                                            | Each share purchase warrant
        entitles the holder to purchase an additional common share at a price
        of $0.73 until December 27, 2003. The share purchase warrants are subject
        to a 45-day accelerated expiry if the closing price of the common shares
        of the Company as traded on the TSX Venture Exchange is at least $1.10
        for ten consecutive trading days.
| | (iii)                                                                                                                                                                                                                           | In December
        2002, the Company amended the exercise price of 200,000 warrants from
        their original price of $1.00 to $0.50.                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                      
| | The contractual remaining life of share purchase warrants
        is 0.62 years.
      The continuity of share purchase warrants (each warrant
        exercisable into one common share) for the year ended March 31, 2002 is:

| |                   |          |  |   |         |  |   |           |  |   |           |  |   |           |  |   |           | 
| | ----------------- | -------- |  | - | ------- |  | - | --------- |  | - | --------- |  | - | --------- |  | - | --------- | 
| |                   | Exercise |  |   | Mar. 31 |  |   |           |  |   |           |  |   | Expired/  |  |   | Mar. 31   | 
| | Expiry date       | Price    |  |   | 2001    |  |   | Issued    |  |   | Exercised |  |   | Cancelled |  |   | 2002      | 
| |                   |          |  |   |         |  |   |           |  |   |           |  |   |           |  |   |           | 
| | January 7, 2003   | $0.40    |  |   |        |  |   | 2,054,000 |  |   |          |  |   |          |  |   | 2,054,000 | 
| | July 7, 2003      | $0.40    |  |   |        |  |   | 446,000   |  |   |          |  |   |          |  |   | 446,000   | 
| | December 31, 2003 | $1.00    |  |   |        |  |   | 200,000   |  |   |          |  |   |          |  |   | 200,000   | 
| | September 8, 2003 | $0.50    |  |   |        |  |   | 2,500,000 |  |   |          |  |   |          |  |   | 2,500,000 | 
| |                   |          |  |   |         |  |   |           |  |   |           |  |   |           |  |   |           | 
| |                   |          |  |   |        |  |   | 5,200,000 |  |   |          |  |   |          |  |   | 5,200,000 | 
| | Weighted average  |          |  |   |         |  |   |           |  |   |           |  |   |           |  |   |           | 
| | exercise price    |          |  | $ |        |  | $ | 0.47      |  | $ |          |  | $ |          |  | $ | 0.47      | 
| |                   |          |  |   |         |  |   |           |  |   |           |  |   |           |  |   |           | 

| | The contractual remaining life of share purchase warrants is 1.66 years.
| | ------------------------------------------------------------------------

---

AMARC RESOURCES LTD. 
  Notes to the Consolidated Financial Statements 
  For the year ended March 31, 2003
  (Expressed in Canadian Dollars)

---

|8. | RELATED PARTY TRANSACTIONS AND BALANCES
|-- | ---------------------------------------

| |                                           |   |                      |   |   |           |   |   |         |  
| | ----------------------------------------- | - | -------------------- | - | - | --------- | - | - | ------- | -
| |                                           |   | Years ended March 31 |  
| |                                           |   |                      |  
| | Transactions                              |   | 2003                 |   |   | 2002      |   |   | 2001    |  
| |                                           |   |                      |   |   |           |   |   |         |  
| | Services rendered and expenses reimbursed |   |                      |   |   |           |   |   |         |  
| | Hunter Dickinson Inc. (a)                 | $ | 973,289              |   | $ | 375,964   |   | $ | 248,890 |  
| | Hunter Dickinson Group Inc. (b)           |   | 20,736               |   |   | 745,238   |   |   |        |  
| | C.E.C. Engineering Ltd. (e)               |   | 10,123               |   |   | 7,888     |   |   |        |  
| |                                           |   |                      |   |   |           |   |   |         |  
| |                                           |   |                      |   |   |           |   |   |         |  
| |                                           |   |                      |   |   |           |   |   |         |  
| |                                           |   |                      |   |   |           |   |   |         |  
| |                                           |   | As at March 31       |  
| |                                           |   |                      |  
| | Balances receivable (payable)             |   | 2003                 |   |   | 2002      |   |   | 2001    |  
| |                                           |   |                      |   |   |           |   |   |         |  
| | Hunter Dickinson Inc. (a)                 | $ | (258,534             | ) | $ | 1,057,075 |   | $ | 313,616 |  
| | Hunter Dickinson Group Inc. (b)           | $ | 92,984               |   |   | 160,976   |   |   |        |  
| | Anooraq Resources Corporation (c)         |   |                     |   |   | 48,652    |   |   | 41,117  |  
| | Farallon Resources Ltd. (d)               |   |                     |   |   | (87,789   | ) |   | (27,252 | )
| |                                           |   |                      |   |   |           |   |   |         |  
| | Total                                     | $ | (165,550             | ) | $ | 1,178,914 |   | $ | 327,481 |  
| |                                           |   |                      |   |   |           |   |   |         |  

|       | (a)                                                                                                                                                                                                                                                                                                                                              | Hunter Dickinson Inc. ("HDI")
        and its wholly-owned subsidiaries are private companies with certain directors
        in common that provide geological, corporate development, administrative
        and management services to, and incur third party costs on behalf of,
        the Company on a full cost recovery basis pursuant to an agreement dated
        December 31, 1996. Balances receivable from (payable to) Hunter Dickinson
        Inc. have arisen in the normal course of exploration work on the Companys
        mineral properties and operating expenses.
|------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       | (b)                                                                                                                                                                                                                                                                                                                                              | Hunter Dickinson Group Inc.
        (HDGI) is a private company with certain directors in common
        that provides consulting services at market rates to the Company. The
        balances receivable from HDGI have resulted from working capital advances
        in excess of services rendered to the Company.                                                                                                                                                                                                                                                                   
|       |                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       | (c)                                                                                                                                                                                                                                                                                                                                              | Anooraq Resources Corporation
        (Anooraq) is a public company with certain directors in common.
        Balances receivable from Anooraq have arisen primarily in the normal course
        of business as the result of payments made to common suppliers by one
        company on behalf of the other.                                                                                                                                                                                                                                                                           
|       |                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       | (d)                                                                                                                                                                                                                                                                                                                                              | Farallon Resources Ltd.
        (Farallon) is a public company with certain directors in common.
        The balances payable to Farallon have arisen primarily in the normal course
        of business as the result of payments made to common suppliers by one
        company on behalf of the other, as well as the Company's purchase, from
        Farallon, of capital assets.                                                                                                                                                                                                   
|       |                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       | (e)                                                                                                                                                                                                                                                                                                                                              | C.E.C. Engineering Ltd.
        is a private company controlled by a director, which provides engineering
        management services to the Company based on the fair market value of those
        services.                                                                                                                                                                                                                                                                                                                                                                              
|       |                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|**9.** | RECLAMATION DEPOSIT
        In March 2002, the Company deposited $70,000 in trust with Gordon
          J. Fretwell Law Corporation as a reclamation deposit related to the
          Fox River Property (note 5). On January 10, 2003, the Company terminated
          the option with Falconbridge on the Fox River property. The reclamation

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AMARC RESOURCES LTD. 
  Notes to the Consolidated Financial Statements 
  For the year ended March 31, 2003
  (Expressed in Canadian Dollars)

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|    | deposit in the amount of
        $70,000 was returned to the Company on June 11, 2003, subsequent to the
        year end.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|10. | GOVERNMENT GRANTS
      During the year, the Company received $97,438 (year
        ended March 31, 2002 - $387,880) from the Manitoba Mineral Exploration
        Assistance Program, a program which provides financial assistance for
        non-fuel mineral exploration in Manitoba, in respect of its work on the
        Fox River Property. Under the terms of this program, the Company is eligible
        for a rebate of 35% of qualifying expenditures. As each grant application
        is subject to government review and approval, the Company records the
        proceeds of these grants upon receipt, as a reduction of exploration expenses.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|11. | INCOME TAXES
      As of March 31, 2003, the Company had approximately
        $2.0 million in non-capital losses and approximately $2.0 million in capital
        losses available for Canadian tax purposes to reduce taxable income in
        future years. The non-capital losses expire in various periods ranging
        from 2004 to 2010. Future tax benefits, if any, resulting from the application
        of these losses have not been reflected in these financial statements,
        as it cannot be considered more likely than not that they will be realized.                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|12. | COMMITMENTS

      At March 31, 2003, the Company completed its commitment
        to incur $821,600 in qualifying expenditures relating to a flow-through
        private placement on January 7, 2002. The tax benefits of this financing
        were fully renounced to investors during 2002.                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|13. | SUBSEQUENT EVENTS
        Subsequent to the year end,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|14. | DIFFERENCES BETWEEN
        CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(a) | Mineral property costs
      The Companys policy of expensing all property
        costs except where an outright property interest has been acquired results
        in an accounting treatment for these costs which the Company considers
        to be materially congruent with US GAAP. Accordingly, the Company considers
        that no US/Canadian GAAP difference exists with respect to mineral property
        costs in these consolidated financial statements.                                                                                                                                                                                     

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AMARC RESOURCES LTD. 
  Notes to the Consolidated Financial Statements 
  For the year ended March 31, 2003
  (Expressed in Canadian Dollars)

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|*(b)* | Stock options
      Under U.S. GAAP, compensation cost would have been considered
        in respect to stock options granted for all fiscal years presented, requiring
        the Company to utilize both the intrinsic value-based and the fair value-based
        methods of accounting and reporting stock-based compensation.
      The Company, if required to report under U.S. GAAP,
        would have elected to apply Accounting Principles Board Opinion No. 25:
        Accounting for Stock Issued to Employees ("APB 25") to account for all
        stock options granted. However, Statement of Financial Accounting Standards
        No. 123, Accounting for Stock-Based Compensation ("SFAS 123"), requires
        additional disclosure to reflect the results of the Company had it elected
        to follow a fair value-based method of accounting for stock-based compensation.
      Under APB 25, compensation cost must be recognized for
        all compensatory stock options granted whenever the market price of the
        Company's shares on the date of grant exceeds the exercise price. The
        policies of the TSX Venture Exchange permit the issuance of options with
        exercise prices discounted up to 25% from the closing market value at
        the date of granting. Such a discount, if provided option holders, would
        give rise to a compensation expense under U.S. GAAP as noted above. The
        Company has to date only granted stock options without vesting periods
        and only where the exercise price is based on the fair value of the stock
        at the date of the grant and, accordingly, under U.S. GAAP, would not
        have recognized any stock-based compensation costs for its 2002 and 2001
        fiscal years.
      See note 7(c) for a summary of the changes in the Companys
        share options for the 2003 and 2002 fiscal years.
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