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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 20-F

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

OR

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

For the fiscal year ended March 31, 2009

OR

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

OR

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

For the transition period from _______________to
_______________

Commission file number 0-49869

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

BRITISH COLUMBIA, CANADA(Jurisdiction of
incorporation or organization)

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

COMMON SHARES WITHOUT PAR VALUE(Title of
Class)

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

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

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- 2 -

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

Common shares, no par value

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

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

72,739,473 common shares as of March 31, 2009

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

[] Yes    [ x ] No

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

[] Yes    [ x ] No

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

[ x ] Yes    [] No

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

[] Yes    [ x ] No

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

|Large accelerated Filer [] | Accelerated Filer [] | Non-accelerated Filer [ x
]
|-------------------------- | -------------------- | ---------------------------

Indicate by check mark which basis of accounting the registrant
has used to prepare the financial statements included in this filing:

|U.S.GAAP | [] | International Financial Reporting Standards
      as issued by the International Accounting Standards Board | [] | Other | [ x ]
|-------- | -- | ----------------------------------------------------------------------------------------------------------- | -- | ----- | -----

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

Item 17 [ x ]    Item 18 []

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If this is an annual report, indicate by check mark whether the
registrant is a shell company (as defined in Rule 126-2 of the Exchange Act).

[] Yes    [ x ] No

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

|               |                                                                                    | Page
|-------------- | ---------------------------------------------------------------------------------- | ----
|               |                                                                                    |     
|PART I         |                                                                                    | 10  
|               |                                                                                    |     
|ITEM 1.        | IDENTITY OF
      DIRECTORS, SENIOR MANAGEMENT AND ADVISORS                        | 11  
|               |                                                                                    |     
|ITEM 2.        | OFFER
      STATISTICS AND EXPECTED TIMETABLE                                      | 12  
|               |                                                                                    |     
|ITEM 3.        | KEY
      INFORMATION                                                              | 13  
|               |                                                                                    |     
|ITEM 4.        | INFORMATION
      ON THE COMPANY                                                   | 22  
|               |                                                                                    |     
|ITEM 6         | DIRECTORS,
      SENIOR MANAGEMENT AND EMPLOYEES                                   | 39  
|               |                                                                                    |     
|ITEM 7         | MAJOR
      SHAREHOLDERS AND RELATED PARTY TRANSACTIONS                            | 54  
|               |                                                                                    |     
|ITEM 8         | FINANCIAL
      INFORMATION                                                        | 57  
|               |                                                                                    |     
|ITEM 9         | THE OFFER
      AND LISTING                                                        | 58  
|               |                                                                                    |     
|ITEM 10        | ADDITIONAL
      INFORMATION                                                       | 60  
|               |                                                                                    |     
|ITEM 11        | QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                   | 70  
|               |                                                                                    |     
|ITEM 12        | DESCRIPTION
      OF SECURITIES OTHER THAN EQUITY SECURITIES                       | 71  
|               |                                                                                    |     
|PART II        |                                                                                    | 72  
|               |                                                                                    |     
|ITEM 13        | DEFAULTS,
      DIVIDEND ARREARAGES AND DELINQUENCIES                              | 73  
|               |                                                                                    |     
|ITEM
      14  | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS
      AND USE OF PROCEEDS | 74  
|               |                                                                                    |     
|ITEM
      15  | CONTROLS
      AND PROCEDURES                                                      | 75  
|               |                                                                                    |     
|ITEM
      16  | AUDIT
      COMMITTEE, CODE OF ETHICS, ACCOUNTANT FEES AND EXEMPTIONS              | 76  
|               |                                                                                    |     
|PART
      III |                                                                                    | 78  
|               |                                                                                    |     
|ITEM
      17  | FINANCIAL
      STATEMENTS                                                         | 79  
|               |                                                                                    |     
|ITEM
      18  | FINANCIAL
      STATEMENTS                                                         | 80  
|               |                                                                                    |     
|ITEM
      19  | EXHIBITS                                                                           | 81  

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GENERAL

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

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

Except as noted, the information set forth in this Annual
Report is as of September 11, 2009 and all information included in this document
should only be considered correct as of such date.

GLOSSARY OF TERMS

Certain terms used herein are defined as follows:

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


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Mineral Reserve
    Securities and Exchange Commission Industry Guide 7
      Description of Property by Issuers Engaged or to be Engaged in
      Significant Mining Operationsof the Securities and Exchange
      Commission defines a 'reserve' as that part of a mineral deposit which
      could be economically and legally extracted or produced at the time of the
      reserve determination. Reserves consist of: (1) Proven
      (Measured) Reserves.Reserves for which: (a) quantity is computed from
      dimensions revealed in outcrops, trenches, workings or drill holes; grade
      and/or quality are computed from the results of detailed sampling; and (b)
      the sites for inspection, sampling and measurement are spaced so closely
      and the geologic character is so well defined that size, shape, depth and
      mineral content of reserves are well-established. (2) Probable
      (Indicated) Reserves.Reserves for which quantity and grade and/or
      quality are computed from information similar to that used for proven
      (measured) reserves, but the sites for inspection, sampling and
      measurement are farther apart or are otherwise less adequately spaced. The
      degree of assurance, although lower than that for proven (measured)
      reserves, is high enough to assume continuity between points of
      observation.


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


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


Currency and Measurement

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

Conversion of metric units into imperial equivalents is as
follows:

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


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- 9 -

FORWARD LOOKING STATEMENTS

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

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

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

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PART I

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- 11 -

ITEM 1. IDENTITY OF DIRECTORS, SENIOR
  MANAGEMENT AND ADVISORS

A. DIRECTORS AND SENIOR MANAGEMENT

Not applicable.

B. ADVISORS

Not applicable.

C. AUDITOR

Not applicable.

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- 12 -

ITEM 2. OFFER STATISTICS AND EXPECTED
  TIMETABLE

Not applicable.

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- 13 -

ITEM 3. KEY INFORMATION

A. SELECTED FINANCIAL DATA

The following tables summarize selected financial data for
Amarc extracted from the Company's audited consolidated financial statements for
the last five years ended March 31, 2009, 2008, 2007, 2006 and 2005.

The Company's annual financial statements have been audited by
its current independent registered public accounting firm, De Visser Gray LLP,
Chartered Accountants. The consolidated financial statements have been prepared
in accordance with Canadian generally accepted accounting principles ("Canadian
GAAP"). Note 11 to the 2008 annual consolidated financial statements provides
descriptions of the material measurement differences between Canadian GAAP and
United States generally accepted accounting principles ("US GAAP") as they
relate to Amarc and a reconciliation to US GAAP of Amarc's consolidated
financial statements.

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

BALANCE SHEET DATA

|(C$000)                    |   |         |   |   | As at March 31, |   |   |         |  
|-------------------------- | - | ------- | - | - | --------------- | - | - | ------- | -
|                           |   | 2009    |   |   | 2008            |   |   | 2007    |  
|Plant and Equipment, Net   |   |         |   |   |                 |   |   |         |  
|Canadian and US GAAP       | $ | 54      |   | $ | 20              |   | $ | 25      |  
|Mineral Property Interests |   |         |   |   |                 |   |   |         |  
|Canadian and US GAAP       |   |        |   |   |                |   |   |        |  
|Total Assets               |   |         |   |   |                 |   |   |         |  
|Canadian GAAP              |   | 3,427   |   |   | 7,984           |   |   | 8,768   |  
|US GAAP                    |   | 3,427   |   |   | 7,984           |   |   | 8,768   |  
|Total Liabilities          |   |         |   |   |                 |   |   |         |  
|Canadian and US GAAP       |   | 33      |   |   | 225             |   |   | 78      |  
|Working Capital            |   |         |   |   |                 |   |   |         |  
|Canadian GAAP              |   | 3,339   |   |   | 7,738           |   |   | 8,665   |  
|US GAAP                    |   | 3,339   |   |   | 7,738           |   |   | 8,665   |  
|Share Capital              |   |         |   |   |                 |   |   |         |  
|Canadian and US GAAP       |   | 31,247  |   |   | 30,747          |   |   | 27,287  |  
|Contributed Surplus        |   |         |   |   |                 |   |   |         |  
|Canadian and US GAAP       |   | 1,714   |   |   | 1,470           |   |   | 2,295   |  
|Accumulated Deficit        |   |         |   |   |                 |   |   |         |  
|Canadian GAAP              |   | (29,568 | ) |   | (24,459         | ) |   | (20,892 | )
|US GAAP                    | $ | (29,568 | ) | $ | (24,459         | ) | $ | (20,892 | )
|Net Assets                 |   |         |   |   |                 |   |   |         |  
|Canadian GAAP              | $ | 3,393   |   | $ | 7,758           |   | $ | 8,690   |  
|US GAAP                    |   | 3,393   |   |   | 7,758           |   |   | 8,690   |  
|Shareholders' Equity       |   |         |   |   |                 |   |   |         |  
|Canadian GAAP              |   | 3,393   |   |   | 7,758           |   |   | 8,690   |  
|US GAAP                    | $ | 3,393   |   | $ | 7,758           |   | $ | 8,690   |  

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- 14 -

STATEMENT OF OPERATIONS DATA

|(C$000, except per share amounts)                   |   |            |   |   | Year Ended March 31, |   |   |            |  
|--------------------------------------------------- | - | ---------- | - | - | -------------------- | - | - | ---------- | -
|                                                    |   | 2009       |   |   | 2008                 |   |   | 2007       |  
|Interest and other income                           | $ | (323       | ) | $ | (385                 | ) | $ | (334       | )
|General and administrative expenses                 |   | 951        |   |   | 746                  |   |   | 615        |  
|Exploration expenditures                            |   | 4,619      |   |   | 3,067                |   |   | 1,033      |  
|Stock based compensation (recovery)                 |   |           |   |   |                     |   |   |           |  
|Foreign exchange (gain) loss                        |   | (219       | ) |   | 138                  |   |   | (38        | )
|Loss (gain) on marketable securities                |   |            |   |   |                      |   |   |            |  
|Canadian GAAP                                       |   |           |   |   |                     |   |   |           |  
|US GAAP                                             |   |           |   |   |                     |   |   |           |  
|Loss on sale of equipment                           |   |           |   |   |                     |   |   | 2          |  
|Tax related to flow-through financing               |   | 81         |   |   |                     |   |   |           |  
|Write down of accounts receivable                   |   |           |   |   |                     |   |   |           |  
|Write down of mineral property interest             |   |           |   |   |                     |   |   | 98         |  
|Write down of marketable securities                 |   |           |   |   |                     |   |   |           |  
|Net loss (income) for the year                      |   |            |   |   |                      |   |   |            |  
|Canadian GAAP                                       |   | 5,109      |   |   | 3,566                |   |   | 1,376      |  
|US GAAP                                             | $ | 5,109      |   | $ | 3,566                |   | $ | 1,376      |  
|Basic and diluted net income (loss) per
      share |   |            |   |   |                      |   |   |            |  
|Canadian GAAP                                       |   | (0.07      | ) |   | (0.06                | ) |   | (0.03      | )
|US GAAP                                             |   | (0.07      | ) |   | (0.06                | ) |   | (0.03      | )
|Weighted average number of common shares            |   |            |   |   |                      |   |   |            |  
|outstanding                                         |   | 68,465,500 |   |   | 63,434,763           |   |   | 54,557,473 |  

See Item
17 for accompanying consolidated financial statements prepared in
accordance with Canadian generally accepted accounting principles for further
details, including note 11, which reconciles Canadian GAAP to US GAAP.

The Company has not declared or paid any cash or other
dividends.

Currency and Exchange Rates

On September 11, 2009, the Federal Reserve noon rate for
Canadian Dollars was US$1.00 to Cdn$1.0746. The following tables set out the
exchange rates, based on noon rates as the nominal quotations by the Bank of
Canada website, www.bankofcanada.ca for the
conversion of Canadian Dollars into U.S. Dollars.

For year ended March 312009
    2008
    2007
    2006
    2005End of Period
    $ 1.2613
    $ 1.0265
    $ 1.1529
    $ 1.1671
    $ 1.2096Average for the Period
    $ 1.1264
    $ 1.0322
    $ 1.1417
    $ 1.1933
    $ 1.2786High for the Period
    $ 1.3000
    $ 1.1584
    $ 1.1878
    $ 1.2555
    $ 1.3783Low for the Period
    $ 0.9844
    $ 0.9170
    $ 1.0948
    $ 1.1489
    $ 1.1961


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- 15 -

Monthly High and Low Exchange Rate (Canadian
      Dollars per US Dollar)High
    LowSeptember 2009 (until September 11, 2009)
    1.1065
    1.0746August 2009
    1.1079
    1.0686July 2009
    1.1655
    1.0790June 2009
    1.1625
    0.0827May 2009
    1.1872
    0.0872April 2009
    1.2643
    1.1940


B. Capitalization and Indebtedness

Not applicable.

C. Reasons for the Offer and Use of Proceeds

Not applicable.

D. Risk Factors

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

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

Resource exploration is a speculative business and involves a
high degree of risk. There is no known body of commercial ore on any of the
Company's mineral properties and there is no certainty that the expenditures to
be made by Amarc in the exploration of the Company's mineral properties will
result in discoveries of commercial quantities of minerals. The exploration for
and development of mineral deposits involves significant risks, which even a
combination of careful evaluation, experience and knowledge may not eliminate.
Although the discovery of an ore body may result in substantial rewards, few
properties explored are ultimately developed into producing mines. Significant
expenditures may be required to locate and establish ore reserves, to develop
metallurgical processes and to construct mining and processing facilities at a
particular site. It is impossible to ensure that the current exploration
programs planned by Amarc will result in a profitable commercial mining
operation. Significant capital investment is required to achieve commercial
production from successful exploration efforts.

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

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- 16 -

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

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

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

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

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

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

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

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

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

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

Although at March 31, 2009 the Company had working capital of
approximately $3.3 million, the costs required to complete exploration and
development of the Company's projects may be well in excess of this amount.
Accordingly, unless additional funding is obtained, the going concern assumption
may have to change. If Amarc is unable to obtain adequate additional financing,
the Company will be required to

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curtail operations and exploration activities. Furthermore,
failure to continue as a going concern would require that Amarc's assets and
liabilities be restated on a liquidation basis which could differ significantly
from the going concern basis.

A substantial or extended decline in the prices of the
minerals for which the Company explores would have a material adverse effect on
the Company's business.

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

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

In addition, sustained low metal prices can:

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

Mining operations generally involve a high degree of
risk.

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

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

Amarc's exploration activities are regulated in all countries
in which the Company operates under various federal, state, provincial and local
laws relating to the protection of the environment, which generally includes air
and water quality, hazardous waste management and reclamation. Environmental
hazards may exist on the properties in which the Company holds interests which
are unknown to Amarc at present

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- 18 -

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

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

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

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

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

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

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

Amarc may choose to hold a portion of the Company's assets in
the form of participation interests in joint ventures. The Company's interest in
these projects is subject to the risks normally associated with the conduct of
joint ventures. The existence or occurrence of one or more of the following
circumstances and

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- 19 -

events could have a material adverse impact on the Company's
profitability or the viability of the interests held through joint ventures,
which could have a material adverse impact on the Company's future cash flows,
earnings, results of operations and financial condition: (i) disagreement with
joint venture partners on how to proceed with exploration programs and how to
develop and operate mines efficiently; (ii) inability of joint venture partners
to meet their obligations to the joint venture or third parties; and (iii)
litigation between joint venture partners regarding joint venture matters.

The industry in which the Company operates is highly
competitive.

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

The Company's share price has historically been
volatile.

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

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

Some of the Company's directors and officers are engaged, and
will continue to be engaged, in the search for additional business opportunities
on their own behalf and on behalf of other companies, and situations may arise
where these directors and officers will be in direct competition with us.
Conflicts, if any, will be dealt with in accordance with the relevant provisions
of the Business Corporations Act(British Columbia). In order to avoid
the possible conflict of interest which may arise between the directors' duties
to Amarc and their duties to the other companies on whose boards they serve, the
Company's directors and officers have agreed that participation in other
business ventures offered to them will be allocated between the various
companies on the basis of prudent business judgment, and the relative financial
abilities and needs of the companies to participate.

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

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

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

The Company will require additional financing in order to
complete full exploration of the Company's mineral properties. Management
anticipates that the Company will have to sell additional equity

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securities including, but not limited to, its common stock,
share purchase warrants or some form of convertible security. The effect of
additional issuances of equity securities will result in the dilution of
existing shareholders' percentage ownership interests.

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

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

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

As of September 11, 2009, Amarc had 1,748,864 share purchase
  options outstanding and 5,000,000 share purchase warrants outstanding. Amarc
  has a share purchase option plan which allows the management to issue options
  to its employees and non employees based on the policies of the Company. If
  further options are issued, they will likely act as an upside damper on the
  trading range of the Company's shares. As a consequence of the passage of time
  since the date of their original sale and issuance, none of the Company's shares
  remain subject to any hold period restrictions in Canada or the United States.
  The unrestricted resale of outstanding shares from the exercise of dilutive
  securities may have a depressing effect on the market for the Company's shares.

Penny Stock Classification Could Affect the Marketability
of the Company's Common Stock and Shareholders Could Find It Difficult to Sell
Their Stock.

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

Further, the penny stock rules require that prior to a
transaction in a penny stock not otherwise exempt from such rules; the
broker-dealer must make a special written determination that the penny stock is
a suitable investment for the purchaser and receive the purchaser's written
agreement to the transaction. These disclosure requirements may have the effect
of reducing the level of trading activity in the

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- 21 -

secondary market for the Company's common shares in the United
States and shareholders may find it more difficult to sell their shares.

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ITEM 4. INFORMATION ON THE COMPANY

A. HISTORY AND DEVELOPMENT OF THE COMPANY

Incorporation

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

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

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

Offices

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

Company Development

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

B. BUSINESS OVERVIEW

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

British Columbia Mineral Tenure

On January 12, 2005, the Province of British Columbia adopted a
new on-line mineral tenure system that includes mineral tenure acquisition and
tenure maintenance procedures, as well as a method of converting previous format
claims (legacy claims) to new format claims (cell claims). All of the Company's
mineral tenures have been converted to cell claims resulting in new tenure
numbers and marginally larger claim boundaries. The mineral leases are
maintained through the completion of exploration activities referred to as
"Assessment Work". The financial requirements related to these exploration works
remain the same as previous, but are stated as $4 per hectare per year during
the first three years following location of the

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mineral claim, and $8 per hectare per year in the fourth and
succeeding years. If the assessment work is not completed the mineral leases may
be maintained by a cash payment, but if this payment is not made before the
forfeiture date the tenure is relinquished.

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

Environmental Matters

Environmental matters related to mineral exploration companies
in British Columbia are administered by the Ministry of Energy, Mines and
Petroleum Resources. The Company files notice of its work programs with the
Ministry, and a bond is determined that will set aside sufficient cash to
reclaim the exploration sites to their pre-exploration land use. Typically, no
bond is required for exploration activities such as surface geological,
geochemical and geophysical surveys. However, a bond is required for blasting,
machine work and drilling. The required level of reclamation usually involves
leaving the sites in a geotechnically stable condition, and grooming the sites
to both prevent forest fire hazards and to ensure that natural regeneration of
indigenous plant species can progress within a reasonable period of time.

Mineral Properties and Exploration Activities and Plans

Amarc is actively working to make a major mineral deposit
discovery with the potential to deliver both substantial growth and value to the
Company. In order to achieve its objective, the Company has assembled a capable
and experienced mineral exploration team.

In recent times Amarc has focused its efforts in two areas:
grassroots exploration in British Columbia ("BC") and property evaluations from
favorable mining jurisdictions around the world.

The Company's BC-focused grassroots stage geological,
geochemical and geophysical exploration programs over the past four years have
primarily been directed towards discovering bulk tonnage gold-copper deposits
and high-value base metals deposits. Positive results from Amarc's extensive
2007 BC regional programs in the underexplored and highly prospective Sitlika
Zinc-Copper Belt were the focus of exploration activities in 2008. Selected
targets are being advanced by the Company in 2009, and others are being offered
for joint venture.

In addition, through its property evaluation efforts Amarc has
acquired by, option agreement, two new plays in BC  the Pinchi and the Newton
properties.

The Sitlika Copper-Zinc Belt

Located in central BC (see figure below), the Sitlika Belt
extends for approximately 226 kilometers from the Endako-Vanderhoof area towards
the northwest through one of the best endowed mineral districts in the
province.

In December 2006 Amarc acquired, by staking and option agreement,
  exploration properties covering an area of approximately 1,100 square kilometers
  along the Sitlika Belt. Later staking increased the Company's tenure position
  to approximately 2,000 square kilometers. Following exploration programs that
  have resulted in targets being defined and prioritized; consequently Amarc has
  reduced its land holdings to currently focus on approximately 270 square kilometers.

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- 24 -

The Sitlika Belt is underlain by gossanous metasedimentary and
  metavolcanic rocks of the Sitlika assemblage. The area was the subject of a
  focused geological mapping initiative by the BC Ministry of Energy and Mines
  (Schiarizza and Payie, 1997), the results of which indicate that the Sitlika
  rocks have the potential to host volcanogenic massive sulphide ("VMS")
  deposits. In addition, the Sitlika rocks are considered to correlate with the
  Kutcho Creek Formation, located approximately 250 kilometers to the north, which
  host the Kutcho VMS deposits.

The Sitlika Belt is well-serviced by main-line forestry roads,
  crossing topography that is subdued in comparison with other areas of BC. It
  is also located proximal to the Yellowhead Highway and the Canadian National
  rail link, which connect the Belt to the bulk loading terminal port of Prince
  Rupert. High capacity electric transmission lines and a natural gas line are
  also proximal to the Belt. Other services, including hospitals and schools,
  are located in nearby communities such as Burns Lake.

As a result of positive exploration results from the 2007 and
work early in the following season, $4.5 million was spent on the Sitlika Belt
programs in 2008. Since 2007, approximately $10.5 million has been spent on the
BC initiative, including approximately $7 million on the Sitlika Belt.

During the 2007 field season, the Company collected 1,586
stream sediment samples along the Sitlika Belt, identifying 17 priority areas
with multiple zinc and/or copper dominated targets. Follow-up target definition
work in 2007 included the collection of 7,517 soil samples, and completion of
geological mapping and 75 line-kilometers of induced polarization ("IP")
geophysical surveys.

Exploration work in the 2008 field season focused on targets
definition in 17 priority areas identified in 2007, and included the collection
of approximately 20,000 soils samples, 500 silt and rock geochemical samples,
and the completion of 80 line-kilometers of IP, over 1,000 line-kilometers of
helicopter-borne AeroTem II magnetic geophysical surveys and approximately 4,600
meters of diamond drilling. Four outstanding copper and/or zinc mineral deposit
targets were indentified within the Bodine Project area Bodine-Warren, Huge
South, Olsen and Big Time.

The Bodine Project is located in the central part of the
Sitlika Belt. Initial reconnaissance by Amarc geologists identified massive to
semi-massive sulphide mineralization in outcrop. Channel samples returned
encouraging grades of 1.79% and 1.37% copper over 2.9 meters and 2.4 meters,
respectively.

Bodine Property Agreement

In November 2006, Amarc reached an option agreement with an
arm's length party to acquire a 100% undivided interest in the Bodine property.
Amarc can acquire its interest in the Bodine property by making staged cash
payments totaling $225,000 and expending $2,000,000 on the property over four
years. The Company has paid $125,000 in property option payments for Bodine to
date. The property is subject to a 3% net smelter royalty, 2% of which may be
purchased at the Company's sole discretion for $2,000,000 with the remaining 1%
subject to a right of first refusal in favor of the Company. Annual advance
royalty payments of $50,000 will be required from the fifth year of the
agreement to the fifteenth year of the agreement.

Bodine-Warren Property

The Bodine-Warren property hosts significant potential for the
discovery of base-metal rich VMS deposits. In 2008, initial drill testing of
soil anomalies comprised of significant copper and zinc concentrations with
associated silver and lead values, and coincident IP signatures over a 2,000
meter by

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700 meter area, intercepted thick sequences of favorable felsic
volcanic rocks and confirmed the permissive nature of the geological environment
for VMS style mineralization. Strong rock alteration was found associated with
intervals of disseminated to stringer-like zones of sulphide mineralization that
returned highly anomalous zinc and copper values. The 2009 drill program is
designed to further test zones of anomalous zinc and copper within the northern
sector of the property where sulphide content appears to be increasing. Drilling
has commenced on the Bodine-Warren property.

Huge South Property

The Huge South project is hosted by a thick felsic volcanic
pile that extends over at least eight kilometers and represents a classic
environment for VMS type mineralization. Soil geochemical sampling undertaken
during the 2008 field season defined a strong copper-in-soil anomaly extending
over a length of almost five kilometers and open to both the northwest and to
the southeast. Geological mapping, some 600 soil samples and approximately 21
line-kilometers of IP survey have been undertaken in 2009 to further define the
target. These and the 2008 results have been reviewed and drill targets
defined.

Olsen Property

The prospective Olsen target was identified through geological
mapping, as well as geochemical and geophysical surveys, undertaken in 2008 and
2009. The soil grid defined a significant zinc-copper anomaly over approximately
1,100 meters which is coincident with a strong IP chargeability signature and
associated with felsic volcanic units that represent preferred stratigraphy for
VMS mineralization. Drill targets are defined.

Big Time Property

The Big Time target, although located within the Bodine Project
area, represents a variation away from the typical Sitlika Belt geological
environment and deposit type. In 2008 a one-kilometer by one-kilometer,
open-ended, multi-element soils anomaly with a strong porphyry copper-molybdenum
affinity and significant gold and silver was defined. In order to test this
porphyry copper-molybdenum deposit target, additional definition work in 2009
has included geological mapping, some 500 soil samples and approximately 12
line-kilometers of induced polarization geophysical survey. A moderate to strong
copper-molybdenum-silver soil anomaly has been defined, which is associated with
a series of porphyry dykes and stocks, broadly coincident with an IP signature
and has peripheral zinc-lead-gold-silver soil anomalies.

Falkirk Property Agreement

In June 2009, Amarc and Falkirk Resources Corp. ("Falkirk")
  entered into an Option and Joint Venture Agreement on the Big Time property.
  This was subsequently amended to include the Bodine-Warren property. Under the
  terms of the Amended Option and Joint Venture Agreement, Falkirk has the right
  to earn a 50% interest in the Bodine-Warren property by issuing 100,000 shares
  to Amarc and funding $600,000 in exploration expenditures before December 31,
  2009. Amarc is the operator. On exercise of the option by Falkirk, the two parties
  will enter into a Joint Venture Agreement. The Agreement is subject to an underlying
  option agreement ("Bodine Agreement") with an arm's length party,
  whereby Amarc has the right to acquire a 100% undivided interest in all claims
  held under this agreement through a series of staged payments and exploration
  expenditures. The claims held under the Bodine Agreement are subject to a 3%
  net smelter royalty, 2% of which may be purchased for $2 million with the remaining
  1% subject to a right of first refusal in favor of Amarc. Annual advance royalty
  payments of $50,000 are required, starting in 2012 (see “Bodine Property
  Agreement” above).

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- 26 -

Pinchi Property

The Pinchi property is situated within the Quesnel Trough, a
  geological trend that hosts numerous porphyry gold-copper deposits in BC. It
  lies along the same structural corridor as the Kwanika porphyry copper-gold
  deposit and the Lorraine copper-gold-silver deposits. The planned 2009 drill
  program is designed to test coincident strong aeromagnetic and IP geophysical
  anomalies underlying a region covered with glacial gravel with no outcrop.

Pinchi Property Agreement

Amarc has entered into an Option Agreement with Lysander
Minerals Corp. ("Lysander") on the Pinchi property. Under the terms of the
Option Agreement with Lysander, Amarc has the right to earn a 60% interest in
the Pinchi property by funding $151,000 in exploration expenditures on or before
November 2009 and an additional $3 million in exploration expenditures over the
ensuing three calendar years. Amarc can earn an additional 15% interest by
incurring an additional $4 million in exploration expenditures over the
subsequent two calendar years. Upon the earlier of Amarc exercising its second
option to earn a 75% interest or electing to remain at a 60% interest, the two
parties will enter into a Joint Venture Agreement.

Newton Property

The Newton property is located approximately 120 kilometers southwest
  of the City of Williams Lake. Historical drilling at the Newton property tested
  for porphyry-style copper-gold mineralization with low grade results. However,
  two drill holes (DDH06-12 and DDH06-03) positioned approximately 200 metres
  apart at the very eastern edge of this historical core drilling intercepted
  105 metres of 1.20 g/t gold (including 49 metres at 2.33 g/t gold) and 97 metres
  at 0.51 g/t Au, respectively within an apparent epithermal, bulk tonnage gold
  environment. Both of these holes bottomed in mineralization. Amarc plans to
  drill a series of holes to test if this bulk tonnage-style gold mineralization
  extends to the east and/or to depth.

Newton Property Agreement

In June 2009, Amarc entered into an Option and Joint Venture
Agreement with High Ridge Resources Inc. ("High Ridge") on the Newton property.
Under the terms of the Agreement with High Ridge, Amarc has the right to earn an
80% interest in the Newton property by making a $60,000 cash payment and issuing
100,000 Amarc shares to the underlying owners, funding $240,000 in exploration
expenditures on or before December 31, 2009 and funding an additional $4.7
million in exploration expenditures over seven years from the effective date of
the Agreement. On exercise of the option by Amarc, the two parties will enter
into a Joint Venture Agreement. The Newton Agreement is subject to an underlying
option agreement and accompanying amending agreements with arm's length parties,
whereby High Ridge has the right to acquire a 100% undivided interest in all
claims held under the agreement through a series of staged payments and share
issuances, all of which High Ridge states have been completed, and exploration
expenditures, of which High Ridge states a $240,000 commitment on or before
December 31, 2009 is outstanding. The claims held under the Newton Agreement are
subject to a 2% net smelter royalty, which may be purchased for $2 million.
Annual advance royalty payments of $50,000 are required starting in 2012.

Pinchi Belt Gold Properties

Amarc currently holds a land position of approximately 10
square kilometers along the Pinchi Belt, located to the east of the Sitlika
Copper-Zinc Belt.

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- 27 -

The Pinchi properties are underlain by Paleozoic limestone,
sedimentary and volcanic rocks that have been intruded by Mesozoic intrusive
rocks. This geologic environment is prospective for bulk tonnage gold deposits.

The Company performed airborne and ground-based geophysical
surveys and grid-based geochemical surveys during the 2007 field season. Four
targets were followed-up in 2007. During the 2008 field season, approximately
1,200 soil geochemical samples were collected from the Grand and Grand North
targets. Subsequent to a review of these results and those from the 2007 field
season, the Company has decided to retain only the Grand and the Petite claims.
Currently, no work is planned on either the Grand or Petite plays in 2009.

The costs incurred on the Pinchi program to date total
approximately $474,000.

Carbonate Zinc Belt

The remaining claims relating to the Carbonate Zinc Belt
properties were allowed to lapse in July 2009. No further work is planned along
the Carbonate Zinc Belt.

The Rapid Property

In April 2008, Amarc staked the Rapid Property, which covered
approximately 400 square kilometers of anomalous copper-zinc-silver geochemical
values in stream sediments reported in a release by Geoscience BC. The land
position has since been reduced to approximately 5 square kilometers.

The Rapid property is located 36 kilometers northwest of the
town of Fort St. James. Access to the site is by a network of forestry
roads.

An airborne magnetic geophysical survey carried out in the
early part of the 2008 season was followed up by focused geological mapping,
collection of 2,840 geochemical soil samples and completion of approximately 34
line-kilometers of IP. Currently, no further work is planned on these properties
in 2009.

The cost of the programs to date is approximately $576,000.

Other BC Agreements

The Pond Property Agreement

The Pond Agreement, which was entered into with an arm's length
party, was terminated as of August 1, 2009. No further work is planned on the
property.

The Tulox Property Agreement

The Tulox property, located in the Cariboo region and
comprising an area of 252 square kilometers, was acquired during 2005 to 2007.
The Tulox property is underlain by Mesozoic volcanic and sedimentary rocks that
have been intruded by Mesozoic intrusive rocks. These rocks have been overlain
by Cenozoic volcanic and pyroclastic rocks. The Tulox property hosts gold and
gold indicator element anomalies.

In April 2009, Amarc entered into an option agreement with
Tulox Resources Inc. ("Tulox", formerly named Sitec Ventures Corp.), on its
Tulox Property, subject to certain conditions. Tulox can acquire a 100% interest
in the Tulox Property by making a cash payment of $10,000, expending $2,000,000
on the Tulox Property and issuing 2,700,000 common shares over four years. Tulox
has made a $10,000 cash

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- 28 -

payment and issued 250,000 common shares to date. Upon
preparation of a Preliminary Assessment or a Prefeasibility Study, Amarc may
exercise a one-off Back-In Right to obtain 60% interest in the Tulox Property by
completing an additional $10 million of Mineral Exploration Expenditures on the
Property. The Tulox Property is subject to a 3% net smelter royalty, which is
reduced to 1.2% in the event that the Back-In Right is exercised by Amarc.

Other Property Interests  BC, Yukon, Saskatchewan

The Chona Agreement with an arm's length party, through which
the Company retained a 2.5% net smelter royalty in the Chona property, has
lapsed. No further work is planned on the Chona property located in BC.

The AA Agreement with an arm's length party, through which the
Company retained a 1.5% net smelter royalty interest in the AA property, has
lapsed. No further work is planned on the AA property located in BC.

Amarc also has a 5% net profits interest ("NPI") in the 46
mineral claims that comprise the Ana Property in Yukon, and a 2.5% NPI in a
mineral lease over the Mann Lake Property in Saskatchewan.

The Company has no plans to undertake any programs on these
properties in 2009.

C. ORGANIZATIONAL STRUCTURE

The Company operates directly and has no material
subsidiaries.

D. PROPERTY, PLANT AND EQUIPMENT

All of the Company's active properties are located in British
Columbia. The nature of the Company's interest in various mineral properties is
described above (See item 4B  Business
Overview). None of the Canadian projects have any material tangible
fixed assets located thereon. Location of the currently active properties and
details of mineral exploration claims within British Columbia are shown on
Figure 1 and Table 1 respectively (below).

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- 29 -



Figure 1: Location of Active Properties in British Columbia

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- 30 -

**Program**
    Claim Numbers
    Size
      (km2)Stilika
    544646, 544648, 544649, 545669, 545670, 545672, 574571,
      506542, 525003, 525148, 528235, 533365, 533366, 541525, 541530, 541589,
      541590, 541594, 541595, 541596, 542813, 542892, 542900, 542913, 542915,
      542917, 542919, 542921, 542923, 542926, 542927, 542931, 542934, 542936,
      542938, 542940, 542942, 542944, 542946, 542948, 542950, 542952, 542954,
      542958, 542960, 542961, 542963, 545637, 545638, 545640, 545641, 545832,
      546143, 547224, 547226, 547228, 547229, 547298, 547299, 592419, 592420,
      592421, 592424, 592425, 592426, 592427, 592428, 592429, 592502, 592503,
      592504, 604986, 604987, 604988, 604989, 604990, 604991, 604992, 606834,
      628823, 628824, 628843, 628846, 546157, 546160, 544623, 542762, 542766,
      542767, 542768, 542769, 545660, 545663, 545664, 629703
    272.79Pinchi
    507840, 507841, 507844, 507846, 507847, 510925, 510927,
      510929, 510931, 510933, 510934, 510935, 510936, 510937, 510939, 518271,
      518272, 518273, 518274, 518276, 518277, 518278, 518279, 518280, 518281,
      518282, 518283, 518284, 518285, 518286, 518287, 518288, 518289, 518291,
      518292, 518293, 518294, 518295, 518296, 518298, 523040, 523042, 523043,
      523051, 523053, 528811, 528812, 528813, 528814, 528815, 528816, 528817,
      528818, 528819, 528820, 529581, 529582, 529583, 529585, 529587, 529588,
      529590, 529592, 549643, 549650, 549651, 549653, 549655, 549656, 549657,
      549658, 628848, 628849, 628850, 628863, 628864, 628865, 628866, 628867
    317.08Newton
    208327, 414743, 507905, 507914, 511965, 511967, 514976,
      514979, 514981, 606674, 606675, 606676, 606677, 606678, 606679, 606680,
      606681, 606682, 606683, 606684, 606685, 606686, 606687, 606688, 606689,
      606690, 606691, 606692, 606693, 606694, 606695, 606696, 606697, 606698,
      606699, 606700, 606701, 606702, 606703, 606704, 606705, 606706, 606707,
      606708, 606709, 606710, 606711, 606712, 606713, 606714, 606715, 606716,
      606717, 615743, 615803, 615843, 615863, 616023
    229.23Pinchi
      Gold
    556348, 548190, 548191
    10.24Rapid
    580114, 580119, 580181, 580182, 580314
    4.85Tulox
    519088, 519090, 519420, 519421, 524206, 524207, 530946,
      530947, 530948, 542443, 542488, 542489, 542490
    61.65Other
    545760, 545762, 560228, 560236, 560238, 598216, 598217,
      598218, 598219, 598220, 598221, 598222, 598224, 598225, 598227, 598228,
      598229, 604841, 604843, 604850, 604852, 604826, 604828, 604830, 604832,
      604833, 604835, 604837, 604839, 604840, 604844, 604849, 604853, 604854,
      604855, 604856, 604827, 604829, 604831, 604834, 604836, 604838, 516565
    174.92


Table 1: Claim Information for Stilika, Pinchi, Newton, Pinchi
Gold, Rapid, Tulox and Other Properties.

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- 31 -

ITEM 5 OPERATING AND FINANCIAL REVIEW
  AND PROSPECTS

OVERVIEW

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

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

The following discussion should be read in conjunction with the
audited consolidated financial statements and related notes, accompanying this
Annual Report. The Company prepares and files its consolidated financial
statements with various Canadian regulatory authorities, in accordance with
Canadian generally accepted principles ("GAAP"). References should be made to
note 11 to the annual financial statements which provide a reconciliation of
material measurement differences between Canadian GAAP and US GAAP and their
effect on the consolidated financial statements.

Critical Accounting Policies and Estimates

The Company's accounting policies are presented in note 3 of
the accompanying audited consolidated financial statements for the year ended
March 31, 2009 and a reconciliation of material measurement differences between
these principles and US GAAP principles is presented in note 11.

The preparation of consolidated financial statements in
accordance with generally accepted accounting principles requires management to
select accounting policies and make estimates. Such estimates may have a
significant impact on the financial statements. These include:

- the estimation of mineral resources and reserves,
- the carrying values of mineral properties,
- the estimation of asset retirement obligations,
- the carrying values of future income tax assets and liabilities, and
- the measurement of stock-based compensation expense.

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

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- 32 -

Mineral resources and reserves, and the carrying values of
mineral properties, and of buildings and equipment

Mineral resources and reserves are estimated by professional
geologists and engineers in accordance with recognized industry, professional
and regulatory standards. These estimates require inputs such as future metals
prices, future operating costs, and various technical geological, engineering,
and construction parameters. Changes in any of these inputs could cause a
significant change in the resources and reserves determined which in turn could
have a material effect on the carrying value of mineral property interests, and
buildings and equipment.

The carrying value of mineral properties is also dependant on
the valuation used for the common shares of the Company issued for the
acquisition of mineral properties. The value of the common shares issued is the
price of the common shares of the Company at the date of issuance to effect the
acquisition.

Site restoration costs (asset retirement obligations)

Upon the completion of any mining activities, the Company will
ordinarily be required to undertake environmental reclamation activities in
accordance with local and/or industry standards. The estimated costs of these
reclamation activities are dependent on labour costs, the environmental impacts
of the Company's operations, the effectiveness of the chosen reclamation
techniques, and on applicable government environmental standards. Changes in any
of these factors could cause a significant change in the reclamation expense
charged in a period.

Future income tax assets and liabilities

The Company uses the asset and liability method of accounting
for income taxes. Future income tax assets and liabilities are computed based
upon differences between the carrying amount of assets and liabilities on the
balance sheet and their corresponding tax values. Future income tax assets also
result from unused loss carry-forwards and other deductions and are recognized
to the extent that they are considered more likely than not to be realized. The
carrying value of future income tax assets is adjusted, if necessary, by the use
of a valuation allowance, to reflect the estimated realizable amount.

Stock-based compensation expense

From time to time, the Company may grant share purchase options
to directors, employees, and service providers. In addition, the Company may
grant share purchase warrants to investors as part of private placement share
offerings, with the value of such warrants initially charged to share capital.
The Company uses the Black-Scholes option pricing model to estimate a value for
these options and warrants. This model, and other models which are used to value
options and warrants, require inputs such as expected volatility, expected life
to exercise, and interest rates. Changes in any of these inputs could cause a
significant change in the stock-based compensation expense charged in a period
and / or the value of the warrants charged to share capital.

A. RESULTS OF OPERATIONS

Year Ended March 31, 2009 ("2009") versus Year Ended March
31, 2008 ("2008")

The net loss for the year ended March 31, 2009 increased to
$5,109,000 compared to a net loss of $3,566,000 for the previous year. The
increase in loss was mainly due to an increase in exploration activities in
current year compared to the previous year.

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- 33 -

During the year ended March 31, 2009, the Company received $
1,435,000 in respect of Mineral Exploration Tax Credit ("METCBC"), which amount
was credited to exploration expense. The METC initiative was introduced by the
BC Government to stimulate new economic activity in the province and includes an
enhanced credit for mineral exploration in areas affected by the mountain pine
beetle infestation. There was no such credit received in the prior year.

Exploration expenses, before METCBC, for the year ended March
31, 2009 increased to $ 6,054,000, compared to $3,067,000 for the previous year.
This increase was due to a greater number of exploration programs being carried
out in British Columbia. The major exploration expenditures during the year were
geological (2009$2,536,000; 2008$1,721,000), drilling (2009$807,000;
2008$nil), helicopter (2009$600,000; 2008$392,000), assay and analysis
(2009$596,000; 2008$283,000), site activities (2009$490,000; 2008$372,000)
and engineering (2009$371,000; 2008$8,000).

The major administrative costs during the year were salaries
and benefits (2009$209,000; 2008$257,000), office and administration
(2009$178,000; 2008$184,000), conference and travel (2009$54,000;
2008$96,000), management and consulting (2009$58,000; 2008$49,000), and
shareholder communication (2009$123,000; 2008$73,000).

Stock-based compensation expense of $244,000 was charged to
operations during fiscal 2009, compared to $nil for fiscal 2008.

Interest and other income decreased to $309,000 for fiscal 2009
compared to $316,000 for the previous year. Interest and other income in 2009
and 2008 mainly consisted of interest on METC-BC and input tax credit, and
interest earned on a $5,500,000 loan to Rockwell Diamonds Inc., respectively.

During the year ended March 31, 2009, the Company paid $81,000
on account of tax related to the 2008 flow-through financing. There was no such
tax recorded during the prior year.

There was a gain of $14,000 on sale of equipment to a related
party during the fiscal year of 2009. There was no gain on the sale of equipment
during the prior year.

A foreign exchange gain of $219,000 was recorded during the
year ended March 31, 2009, compared with a loss of $138,000 in the previous
year. The gain was due primarily to appreciation in value of the Company's US
dollar assets, mainly held in cash and cash equivalents, against the Canadian
dollar.

Year Ended March 31, 2008 ("2008") versus Year Ended March
31, 2007 ("2007")

The net loss for the year ended March 31, 2008 increased to
$3,566,000 compared to a net loss of $1,376,000 in 2007. The increase in loss
was mainly due to an increase in exploration activities compared to the previous
year.

Exploration expenses for the year ended March 31, 2008,
excluding stock-based compensation, increased to $3,067,000, compared to
$1,033,000 in 2007. This increase was due to a greater number of exploration
programs being carried out in British Columbia. The major exploration
expenditures during the year were geological (2008$1,721,000; 2007$636,000),
site activities (2008$372,000; 2007$64,000), and assay and analysis
(2008$283,000; 2007$162,000). Option payments related to mineral property
interests increased to $60,000, compared to option payments of $25,000 made for
the previous year.

The major administrative costs during the year were salaries
and benefits (2008$257,000; 2007$229,000), office and administration
(2008$184,000; 2007$150,000), conference and travel (2008$94,000;
2007$60,000), management and consulting (2008$49,000; 2007$55,000), and
shareholder

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- 34 -

communication (2008$73,000; 2007$52,000). The increase in
administrative costs was mainly due to increased exploration activities.

Interest and other income decreased to $316,000 in 2008
compared to $334,000 in 2007. The change in total interest income is
attributable to the following factors:

| | 1. | Interest earned on cash and cash equivalent increased to
      $262,000 in 2008, compared to $141,000 in 2007. This increase was due to
      higher cash balance in 2008 mainly because of issuance of common shares
      during the last quarter of fiscal year 2007, repayment of loan to a
      related party in first quarter of 2008 and exercise of share warrants in
      2008.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                           
| | 2. | In 2008, $54,000 of interest was recorded in respect of a
      promissory note on funds lent to a related party, Rockwell Ventures Inc.
      (now renamed "Rockwell Diamonds Inc."), as compared $193,000 in 2007.
      (See Item 7BRelated Party
      Transactions).                                                                                                                

There were no losses on the sale of equipment or write-down of
mineral property interest in 2008, compared with a loss of $2,000 on the sale of
fixed assets and a write-down of mineral property interest of $98,000 recorded
in 2007.

A foreign exchange loss of $138,000 was recorded in 2008,
compared with a gain of $38,000 in 2007. The loss was due primarily to a decline
in the Canadian dollar value of US dollar denominated cash and cash equivalents
held by the Company.

A gain of $69,000 on the sale of marketable securities was
recorded during in 2008, compared with $nil in 2007. The gain resulted from the
sale of 498,000 common shares of Rockwell Diamonds Inc., which the Company had
received as payment for the interest portion of the promissory note to Rockwell
Diamonds Inc. (See Item 7BRelated Party
Transactions).

B. LIQUIDITY AND CAPITAL RESOURCES

The Company had cash and cash equivalents of $2,972,000 and
working capital of $3,339,000 as at March 31, 2009, compared to cash and cash
equivalents of $7,714,000 and working capital of $7,738,000 as at March 31,
2008.

The Company did not have any long term liabilities as at March
31, 2009 or 2008 and does not have any long term liabilities as of the date of
this Annual Report.

Planned Exploration Activities

The Company plans to apply its available cash and working
capital to continue exploration of the Company's mineral properties. These
planned exploration activities are summarized in Item 4.B of this Annual Report. At September 11,
2009, the Company had cash of approximately $2.2 million.

The Company anticipates that its cash and working capital will
be sufficient to enable it to carry out the Company's currently planned
exploration activities as well as for property maintenance requirements and
administrative overhead for the twelve months without obtaining additional
financing.

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- 35 -

Cash Used in Operating Activities

Cash used in operating activities was $5,167,000 in fiscal
2009, compared to $3,652,000 in 2008 and $1,223,000 in 2007. The annual increase
in cash used in operating activities from 2008 to 2009 is attributable primarily
to the Company's increased levels of exploration activities carried out on its
British Columbia mineral properties. The Company anticipates continuing to use
cash in its operating activities to carry out its exploration programs.

Cash Flows from Investing Activities

Cash used in investing activities was $74,000 in 2009, compared
  to cash generated from investing activities of $5,815,000 in 2008, and cash
  used in investing activities of $5,497,000 in 2007. Cash used in investing activities
  during the current year represents the purchase of equipment. Cash generated
  from and cash used in the investing activities in 2008 and 2007, respectively,
  related primarily to repayment and extending of a loan of $5,500,000 to a related
  party pursuant to a 90-day promissory note. Cash inflows from investing activities
  in 2008 also included $315,000 in proceeds from the sale of shares of a related
  party representing payment of interest on the 90-day promissory note. (See
  Item 7B  Related Party Transactions).

Cash Flows from Financing Activities

Cash flows from financing activities were $500,000 in 2009,
compared to $2,635,000 in 2008 and $5,098,000 in 2007. Cash flows from financing
activities in the current year were attributable to cash received from a private
placement of 5,000,000 common shares at $0.10 per share. Cash flows from
financing activities in 2008 were attributable to the Company's common shares
issued pursuant to exercise of 4,790,000 share warrants at $0.55 per share. Cash
flows from financing activities in 2007 were related to a private placement of
10,490,000 common shares at $0.50 per share, net of share issue costs.

Requirement of Financing

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

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

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

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

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- 36 -

Financial Instruments

Amarc keeps its financial instruments denominated in Canadian
dollars, the US dollars and Mexican Peso. The Company does not engage in any
hedging operations with respect to currency or in-situ minerals. Funds which are
excess to Amarc's current needs are invested in short term near-cash
investments.

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

C. Research Expenditures

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

D. Trend Information

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

Copper prices had been on an overall upward trend between late
2003 and October 2008, but have decreased significantly since then as a result
of uncertainties in global financial markets. In mid-2008, the copper market
deficit, caused by strong demand growth and struggling production and a lack of
new development projects, reached its peak. The average price in 2008 was
US$3.15/lb, compared to an average price of US$3.22/lb in 2007. There was an
unprecedented 70% drop in prices over the six months from July to December 2008.

Copper prices stabilized in January 2009, then began to increase.
  The average copper price in calendar 2009 to September 14 was approximately
  US$2.12/lb.

Zinc prices in 2008 ranged from a high $1.29/lb in March to a
  low of $0.50/lb in October, and averaged US$0.80/lb for the year. Prices stabilized
  in January 2009, and have averaged approximately US$0.65/lb to September 14,
  2009.

Gold prices were volatile in late 2008, dropping below $800/oz
  for a two-week period in September, and again from mid-October through November.
  The average gold price for 2008 was US$871/oz. As global economic and other
  market conditions are uncertain, market experts have forecast strong gold prices
  through 2009. Prices in 2009 to September 14 have averaged approximately US$926/oz.

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- 37 -

E. Off-Balance Sheet Arrangements

Amarc has no off-balance sheet arrangements.

As used in this Item 5E, the
term "off-balance sheet arrangement" means any transaction, agreement or other
contractual arrangement to which an entity, unconsolidated with the Company, is
a party, under which the Company has:

|(a) | any obligation under a guarantee contract that has any of
      the characteristics identified in paragraph 3 of FASB Interpretation No.
      45, Guarantor's Accounting and Disclosure Requirements for Guarantees,
      Including Indirect Guarantees of Indebtedness of Others (November 2002)
      ("FIN 45"), as may be modified or supplemented, excluding the types of
      guarantee contracts described in paragraphs 6 and 7 of FIN 45;                                                                              
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(b) | a retained or contingent interest in assets transferred
      to an unconsolidated entity or similar arrangement that serves as credit,
      liquidity or market risk support to such entity for such assets;                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(c) | any obligation under a derivative instrument that is both
      indexed to the company's own stock and classified in stockholders' equity,
      or not reflected, in the company's statement of financial position;
    or                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(d) | any obligation, including a contingent obligation,
      arising out of a variable interest (as referenced in FASB Interpretation
      No. 46, Consolidation of Variable Interest Entities (January 2003), as may
      be modified or supplemented) in an unconsolidated entity that is held by,
      and material to, the company, where such entity provides financing,
      liquidity, market risk or credit risk support to, or engages in leasing,
      hedging or research and development services with, the
  company.

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- 38 -

F. Tabular Disclosure of Contractual Obligations

As at fiscal year end March 31, 2009, the Company had the
following contractual obligations:

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


In December 2008, the Company arranged a private placement of
5,000,000 units (the "Units") at a price of $0.10 per Unit. Each Unit consisted
of one flow-through common share and one non-flow-through warrant. Each warrant
is exercisable to purchase one additional common share at a price of $0.10 for a
24 month period. In accordance with the terms of flow-through share agreements,
the Company is obligated to spend the proceeds from the flow-through shares on
eligible exploration activities by December 31, 2009.

G. Safe Harbor

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

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- 39 -

ITEM 6 DIRECTORS, SENIOR MANAGEMENT
  AND EMPLOYEES

A. Directors and Senior Management

Name (1)
    Year born
    Position
    Director or Officer SinceRene G. Carrier
    1944
    Director
    May 2008David J. Copeland
    1948
    Director
    September 1995Scott D. Cousens
    1964
    Director
    September 1995T. Barry Coughlan
    1945
    Director
    February 2009Robert A. Dickinson
    1948
    Chairman of the Board and Director
    April 1993Paul Mann(2)
    1964
    Chief Financial Officer
    July 2008Jeffrey R. Mason (2)
    1957
    Director
    September 1995Diane Nicolson
    1965
    Vice President Corporate Development
    February 2008Ronald W. Thiessen
    1952
    President, Chief Executive Officer and Director
    September 1995Trevor Thomas(2)
    1967
    Secretary
    February 2008


|1. | To the best of the Company's knowledge, none of such
      persons has any family relationship with any other and none were elected
      as a director or appointed as an officer as a result of an arrangement or
      understanding with a major shareholder, customer, supplier, or any other
      party.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                
|2. | In February 2008, Mr. Mason resigned as Secretary of the
      Company and was replaced by Trevor Thomas. In July 2008, Mr. Mason
      resigned as Chief Financial Officer and was replaced by Paul
  Mann.                                                                                                   

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

RENE CARRIER  Director

Rene Carrier is a past Vice-President of Pacific International
Securities Inc. where he worked for ten years, until 1991. Since that time he
has been President of Euro-American Capital Corporation, a private company which
specializes in restructuring, administration, and raising venture capital funds
for junior companies.

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

Company
      Positions Held
      From
      ToAmarc Resources Ltd.
      Director
      May 2008
      PresentChartwell Technology Inc.
      Director
      June 1991
      April 2007Continental Minerals Corporation
      Director
      February 2001
      PresentFrontera Copper Corporation
      Director
      February 2009
      June 2009International Royalty Corporation
      Lead Director
      June 2003
      Present


---

- 40 -

Quartz Mountain Resources Ltd.
    Director
    January 2000
    PresentPresident
    June 2005
    PresentRockwell Diamonds Inc.
    Director
    April 1993
    November 2008


DAVID COPELAND, P.Eng.  Director

David Copeland is a geological engineer who graduated in
economic geology from the University of British Columbia. With over 30 years of
experience, Mr. Copeland has undertaken assignments in a variety of capacities
in mine exploration, discovery and development throughout the South Pacific,
Africa, China, 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 on behalf of companies
for which Hunter Dickinson Services Inc. (formerly Hunter Dickinson Inc.)
provides services. He is also a director of Hunter Dickinson Services Inc.

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

Company
    Positions Held
    From
    ToAmarc Resources Ltd.
    Director
    September 1995
    PresentAnooraq Resources Corporation
    Director
    September 1996
    September 2004Continental Minerals Corporation
    Director
    November 1995
    PresentPresident & CEO
    January 2008
    PresentFarallon Resources Ltd.
    Director
    December 1995
    April 2009Great Basin Gold Ltd.
    Director
    February 1994
    March 2008Northern Dynasty Minerals Ltd.
    Director
    June 1996
    PresentRockwell Diamonds Inc.
    Director
    September 2006
    PresentChief Executive Officer
    September 2006
    September 2007Chairman
    September 2007
    PresentTaseko Mines Limited
    Director
    March 1994
    Present


BARRY COUGHLAN, B.A.  Director

Barry Coughlan is a self-employed businessman and financier who
  has been involved in the financing and management of publicly traded companies
  for over 25 years. His principal occupation is President and Director of TBC
  Ventures Ltd., a private investment company.

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

Company
    Positions Held
    From
    ToAmarc Resources Ltd.
    Director
    February 2009
    PresentAMS Homecare Inc.
    Director
    November 2001
    November 2004Continental Minerals Corporation
    Director
    May 2006
    December 2006


---

- 41 -

Company
    Positions Held
    From
    ToFarallon Resources Ltd.
    Director
    March 1998
    PresentGreat Basin Gold Ltd.
    Director
    February 1998
    PresentIcon Industries Ltd.
    President, CEO and Director
    September 1991
    PresentQuartz Mountain Resources Ltd.
    Director
    January 2005
    PresentTaseko Mines Limited
    Director
    February 2001
    PresentQuadro Resources Ltd. (formerly Tri- Gold Resources Corp.)
    President and Director
    June 1986
    Present


SCOTT COUSENS  Director

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

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

Company
    Positions Held
    From
    ToAmarc Resources Ltd.
    Director
    September 1995
    PresentAnooraq Resources Corporation
    Director
    September 1996
    June 2009Continental Minerals Corporation
    Director
    June 1994
    PresentFarallon Resources Ltd.
    Director
    December 1995
    April 2007Great Basin Gold Ltd.
    Director
    March 1993
    November 2006Northern Dynasty Minerals Ltd.
    Director
    June 1996
    PresentRockwell Diamonds Inc.
    Director
    November 2000
    November 2008Taseko Mines Limited
    Director
    October 1992
    Present


ROBERT DICKINSON, B.Sc., M.Sc.  Director

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

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

---

- 42 -

Company
    Positions Held
    From
    ToAmarc Resources Ltd.
    Director
    April 1993
    PresentChairman
    April 2004
    PresentAnooraq Resources Corporation
    Director
    November 1990
    September 2004Director
    October 2004
    June 2009Chairman
    April 2004
    September 2004Co-Chairman
    October 2004
    June 2009Continental Minerals Corporation
    Director
    June 2004
    PresentChairman
    June 2004
    January 2006Co-Chairman
    January 2006
    December 2006Detour Gold Corporation
    Director
    August 2006
    February 2009Farallon Resources Ltd.
    Director
    July 1991
    April 2007Chairman
    April 2004
    September 2004Co-Chairman
    September 2004
    April 2006Great Basin Gold Ltd.
    Director
    May 1986
    November 2006Chairman
    April 2004
    December 2005Co-Chairman
    December 2005
    November 2006Northern Dynasty Minerals Ltd.
    Director
    June 1994
    PresentChairman
    April 2004
    PresentRockwell Diamonds Inc.
    Director
    November 2000
    September 2006Chairman
    November 2000
    September 2006Taseko Mines Limited
    Director
    January 1991
    PresentChairman
    April 2004
    July 2005Co-Chairman
    July 2005
    May 2006


PAUL MANN, CA  Chief Financial Officer

Paul Mann has over 15 years of progressive experience in the
mining sector, as Controller of Dayton Mining and De Beers Canada Mining Ltd.,
Corporate Controller at Eldorado Gold Corporation and at Hunter Dickinson, as
Vice President Finance for Crew Gold Corporation, and as Chief Financial Officer
of North Pacific Geopower.

Since 2007 he has served as Executive Manager of Finance and
Reporting for the Hunter Dickinson group of companies, overseeing all
accounting, regulatory and securities compliance and reporting, as well as
treasury and taxation for the group.

---

- 43 -

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

Company
    Positions Held
    From
    ToAmarc Resources Ltd.
    Chief Financial Officer
    July 2008
    Present


JEFFREY MASON, B.Comm., CA  Director

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

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

Company
    Positions Held
    From
    ToAmarc Resources Ltd.
    Director
    September 1995
    PresentSecretary
    September 1995
    February 2008Chief Financial Officer
    September 1998
    July 2008Anooraq Resources Corporation
    Director
    April 1996
    September 2004Secretary
    September 1996
    September 2007Chief Financial Officer
    February 1999
    June 2007Coastal Contacts Inc.
    Director
    October 2006
    July 2008Continental Minerals Corporation
    Director
    June 1995
    February 2008Secretary
    November 1995
    February 2008Chief Financial Officer
    June 1998
    February 2008Detour Gold Corporation
    Chief Financial Officer and Secretary
    July 2006
    December 2007Farallon Resources Ltd.
    Director
    August 1994
    February 2008Secretary
    December 1995
    December 2007Chief Financial Officer
    December 1997
    December 2007Great Basin Gold Ltd.
    Director
    February 1994
    November 2006Secretary
    February 1994
    November 2006Chief Financial Officer
    June 1998
    November 2006Northern Dynasty Minerals Ltd.
    Director
    June 1996
    July 2008Secretary
    June 1996
    July 2008


---

- 44 -

Company
    Positions Held
    From
    ToChief Financial Officer
    June 1998
    July 2008Quartz Mountain Resources Ltd.
    Principal Accounting Officer
    January 2005
    February 2008Rockwell Diamonds Inc.
    Director
    November 2000
    September 2007Chief Financial Officer
    November 2000
    April 2007Slater Mining Limited
    Director
    July 2008
    PresentTaseko Mines Limited
    Director
    February 1994
    July 2008Secretary
    February 1994
    June 2008Chief Financial Officer
    November 1998
    June 2008


DIANE NICOLSON, PhD  Vice President, Corporate Development

Diane Nicolson has a B.Sc. degree in geology from the
University of London, a PhD in economic geology from the University of Wales and
20 years international experience in the exploration and mining industry. She
has worked for both major and junior mining companies, including Rio Tinto,
Minera Antamina, Noranda and Cambior. Over the past 10 years, she has been
involved primarily with business development and new project assessment and
acquisitions, with a particular focus on Latin America where she was based for
13 years.

Dr. Nicolson joined Hunter Dickinson in 2007 as a member of the
global business development team; her broad international experience has
significantly assisted the advancement of the company's efforts.

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

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

Company
    Positions Held
    From
    ToAmarc Resources Ltd.
    Vice President, Corporate Development
    February 2008
    Present


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

Ronald Thiessen is a Chartered Accountant with professional
experience in finance, taxation, mergers, acquisitions and re-organizations.
Since 1986, Mr. Thiessen has been involved in the acquisition and financing of
mining and mineral exploration companies. Mr. Thiessen is employed by Hunter
Dickinson Services Inc. (formerly Hunter Dickinson Inc.), a company providing
management and administrative services to several publicly-traded companies and
focuses on directing corporate development and financing activities. He is also
a director of Hunter Dickinson Services Inc. (formerly Hunter Dickinson Inc.)
Mr. Thiessen is, or was within the past five years, an officer and/or director
of the following public companies:

Company
    Positions Held
    From
    ToAmarc Resources Ltd.
    Director
    September 1995
    Present


---

- 45 -

Company
    Positions Held
    From
    ToPresident and Chief Executive Officer
    September 2000
    PresentAnooraq Resources Corporation
    Director
    April 1996
    PresentPresident and Chief Executive Officer
    September 2000
    August 2007Continental Minerals Corporation
    Director
    November 1995
    PresentPresident and Chief Executive Officer
    September 2000
    January 2006Co-Chairman
    January 2006
    PresentDetour Gold Corporation
    Director
    July 2006
    PresentChairman
    July 2006
    March 2009Farallon Resources Ltd.
    Director
    August 1994
    PresentPresident and Chief Executive Officer
    September 2000
    September 2004Co-Chairman
    September 2004
    December 2005Chairman
    December 2005
    PresentGreat Basin Gold Ltd.
    Director
    October 1993
    PresentPresident and Chief Executive Officer
    September 2000
    December 2005Co-Chairman
    December 2005
    November 2006Chairman
    November 2006
    PresentNorthern Dynasty Minerals Ltd.
    Director
    November 1995
    PresentPresident and Chief Executive Officer
    November 2001
    PresentTaseko Mines Limited
    Director
    October 1993
    PresentPresident and Chief Executive Officer
    September 2000
    July 2005Co-Chairman
    July 2005
    May 2006Chairman
    May 2006
    PresentQuadro Resources Ltd. (formerly Tri- Gold Resources Corp.)
    Director
    July 1992
    December 2006Rockwell Diamonds Inc.
    Director
    November 2000
    September 2007President and Chief Executive Officer
    November 2000
    September 2006Chairman
    September 2006
    September 2007


---

- 46 -

TREVOR THOMAS, LLB  Secretary

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

Company
    Positions Held
    From
    ToAmarc Resources Ltd.
    Secretary
    February 2008
    PresentAnooraq Resources Corporation
    Assistant Secretary
    November 2007
    PresentContinental Minerals Corporation
    Secretary
    February 2008
    PresentFarallon Resources Ltd.
    Secretary
    December 2007
    PresentNorthern Dynasty Minerals Ltd.
    Secretary
    February 2008
    PresentRockwell Diamonds Inc.
    Secretary
    February 2008
    PresentTaseko Mines Limited
    Secretary
    August 2008
    Present


B. Compensation

During the Company's financial year ended March 31, 2009, the
aggregate cash compensation paid or payable by the Company or its subsidiaries
to its directors and senior officers, all of whose financial statements are
consolidated with those of the Company, was $108,927.

Ronald W. Thiessen, President and Chief Executive Officer, Paul
Mann, Chief Financial Officer, and Jeffrey R. Mason, Former Chief Financial
Officer and Secretary are each a "Named Executive Officers" of the Company for
the purposes of the following disclosure.

The compensation paid to the NEOs during the Company's most
recently completed financial year of March 31, 2009 is as set out below and
expressed in Canadian dollars unless otherwise noted:

Name and principal position
    Salary ($)
    Share- based awards
      ($)
    Option- based
      awards(2) ($)
    Non-equity incentive
      plan compensation ($)
    Pension value ($)
    All other
      compensation ($)
    Total compensation
      ($)Annual incentive plans
    Long-term incentive plansRonald Thiessen Chief Executive Officer
    23,441
    Nil
    24,453
    Nil
    Nil
    Nil
    Nil
    47,894Paul Mann (1) Chief Financial Officer
    22,041
    Nil
    17,467
    Nil
    Nil
    Nil
    Nil
    39,508Jeffrey Mason (1) Former Chief Financial Officer
    Nil
    Nil
    24,453
    Nil
    Nil
    Nil
    Nil
    24,453


Notes:

| | (1) | Mr. Mason resigned as Chief Financial Officer in July
      2008. Mr. Mann was appointed Chief Financial Officer in July
  2008.
| | --- | --------------------------------------------------------------------------------------------------------------------------------

---

- 47 -

| | (2) | The options granted in fiscal 2009 were granted pursuant
      to the Company's Share Option Plan. For compensation purposes, the
      Black-Scholes option valuation model has been used to determine the fair
      value on the date of grant. The Black-Scholes option valuation is
      determined using the expected life of the share option, expected
      volatility of the Company's common share price, expected dividend yield,
      and risk-free interest rate. The weighted average Black- Scholes grant
      date fair value for awards granted on July 19, 2008 was $0.35 which was
      50% of the option exercise price.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

During the fiscal year ended March 31, 2009, Messrs. Thiessen,
Mann and Mason did not serve the Company solely on a full-time basis, and their
compensation from the Company is allocated based on the estimated amount of time
spent providing services to the Company.

Pension Plan Benefits

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

Termination and Change of Control Benefits

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

Director Compensation

The compensation provided to the directors, excluding a
director who is already set out in disclosure for a NEO for the Company's most
recently completed financial year of March 31, 2009 is as set out below:

Name
    Fees earned ($)
    Share- based awards ($)
    Option-based awards(4) ($)
    Non-equity incentive plan
      compensation ($)
    Pension value ($)
    All other compensation ($)
    Total ($)Rene G. Carrier (1)
    18,750
    Nil
    24,453
    Nil
    Nil
    Nil
    43,203David Copeland
    Nil
    Nil
    24,453
    Nil
    Nil
    Nil
    24,453Barry Coughlan (2)
    2,500
    Nil
    Nil
    Nil
    Nil
    Nil
    2,500Scott Cousens (3)
    21,096
    Nil
    24,453
    Nil
    Nil
    Nil
    45,549Robert Dickinson (3)
    21,099
    Nil
    24,453
    Nil
    Nil
    Nil
    45,552


Notes:

|1. | Fees paid to Mr. Carrier included a lump sum payment of
      $10,000 for the period from his appointment to the Board on May 1, 2008 to
      August 31, 2008 and $1,250 per month thereafter.                                                                                                                                                                                                                                                                                                                                          
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|2. | Mr. Coughlan's compensation covers the two months period
      from his appointment to the Board on February 1, 2009. Subsequent to March
      31, 2009, the Company granted 70,000 share purchase options to Mr.
      Coughlan with an exercise price of $0.70 each expiring on April 28,
      2012.                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|3. | Pursuant to the Corporate Services Agreement with Hunter
      Dickinson Services Inc., compensation for Messrs. Cousens and Dickinson
      are allocated to the Company on the basis of time spent in respect of the
      Company's business.                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|4. | The options granted in fiscal 2009 were granted pursuant
      to the Share Option Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|5. | For compensation purposes, the Black-Scholes option
      valuation model has been used to determine the fair value on the date of
      grant. The Black-Scholes option valuation is determined using the expected
      life of the share option, expected volatility of the Company's common
      share price, expected dividend yield, and risk-free interest rate. The
      weighted average Black-Scholes grant date fair value for awards granted on
      July 19, 2008 was $0.35 which was 50% of the option exercise
  price.

---

- 48 -

C. Board Practices

Mr. Carrier was appointed as director in May 2008. All other
  directors were elected at the September 29, 2008 annual general meeting. All
  directors have a term of office expiring at the next annual general meeting
  of Amarc. All officers have a term of office lasting until their removal or
  replacement by the board of directors (the "Board").

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

General

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

1. Board of Directors

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

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

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

2. Other Directorships

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

3. Orientation and Continuing Education

The Company has traditionally retained experienced mining
people as directors and hence the orientation needed is minimized. When new
directors are appointed, they are acquainted with the Company's mineral project
and the expectations of directors. Board meetings generally include
presentations by the

---

- 49 -

Company's senior management and project staff in order to give
the directors full insight into the Company's operations.

4. Ethical Business Conduct

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

5. Nomination of Directors

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

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

6. Compensation

The Board determines the compensation for independent directors
and executives.

7. Other Board Committees

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

8. Assessments

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

AUDIT COMMITTEE

The Audit Committee's Charter

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

Composition of the Audit Committee

The members of the audit committee are Rene Carrier, Barry
Coughlan and Robert Dickinson. All members are financially literate. Mr. Carrier
and Mr. Coughlan are independent.

---

- 50 -

Relevant Education and Experience

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

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

Audit Committee Oversight

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

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

Pre-Approval Policies and Procedures

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

Exemptions

Pursuant to section 6.1 of Multilateral Instrument 52-110 ("MI
52-110"), the Company is exempt from the requirements of Parts 3 and 5 of MI
52-110 in respect of the composition of its audit committee and in respect of
its reporting obligations under MI 52-110 for the year ended March 31, 2007, by
virtue of the Company being a "venture issuer". This exemption exempts a
"venture issuer" from, among other things, the requirement to have 100% of the
members of its audit committee be independent, as would otherwise be required by
MI 52-110.

D. Employees

At September 11, 2009, Amarc had no direct employees. Amarc's
administrative and exploration functions are primarily administered through
Hunter Dickinson Services Inc. (SeeItem 7- Major Shareholders and Related Party Transactions).

---

- 51 -

E. Share Ownership

Security Holdings of Directors and Senior Management

As at September 11, 2009, the directors and officers of Amarc
  and their affiliates, directly and indirectly, own or control as a group an
  aggregate of 18,337,917 common shares (25.18%), or 23,227,917 (31.14%) on a
  diluted basis.

As at September 11, 2009, the Company's directors and senior
management beneficially own the following number of the Company's common shares,
options and warrants:

Name of Insider
    Securities Beneficially Owned or
      Controlled
    As a % of the outstanding Common
      SharesRene G. Carrier
    25,000 Common Shares 70,000 Options
      (2)
    0.03%David J. Copeland
    869,500 Common Shares 70,000 Options
      (2)
    1.19%Barry Coughlan
    70,000 Options (2)
    0.00%Scott D. Cousens
    539,000 Common Shares 70,000 Options
      (2)
    0.74%Robert A. Dickinson(1)
    10,356,409 Common Shares 70,000 Options
      (2)4,250,000 Warrants(3)
    14.25%Paul Mann
    50,000 Options (2)
    0.00%Jeffrey R. Mason
    4,196,000 Common Shares 70,000 Options
      (2)
    5.77%Diane Nicolson
    313,000 Common Shares 50,000 Options
      (2)
    0.43%Ronald W. Thiessen
    1,969,008 Common Shares 70,000 Options
      (2)
    2.70%Trevor Thomas
      70,000 Common Shares 
        50,000 Options
      (2)
      0.00%Total
      18,337,917 Common Shares 640,000
      Options 4,250,000 Warrants
      25.18%


Note:

| | 1. | A portion of these shares are beneficially owned through
      United Mineral Services Ltd., a private company controlled by Mr.
      Dickinson, and a Registered Retirement Saving Plan (RRSP).                                                                                                        
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                          
| | 2. | Messrs. Carrier, Copeland, Cousens, Dickinson, Mason and
      Thiessen each hold options to purchase 70,000 Common Shares at $0.70 per
      share expiring on July 19, 2011, and Mr. Coughlan holds options to
      purchase 70,000 Common Shares at $0.70 per share expiring on April 28,
      2012.
| |    |                                                                                                                                                                                                                                                                                                          
| | 3. | Each warrant entitles the holder to purchase one non-flow
      through common share until December 19, 2010, at a price of $0.10 per
      share.                                                                                                                                                       

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- 52 -

Share Option Plan

As at September 11, 2009, 1,748,864 options were outstanding
  pursuant to the Company's share option plan, and an aggregate of 5,535,083 common
  shares were available for issuance, pursuant to the Company's share option plan,
  described below.

(a) Incentive Options

1.Share Incentive Plan

In order to provide incentive to
directors, officers, employees, management and others who provide services to
the Company to act in the best interests of the Company, the Company has adopted
a Share Incentive Plan (the "Plan").

At the Company's annual general meeting
  (the "Meeting") held on September 29, 2008, shareholders confirmed
  the Company's share option plan, previously approved by the shareholders on
  September 21, 2004. The Plan is based on the maximum number of eligible shares
  equaling a rolling percentage of up to 10% of the Company's outstanding common
  shares, calculated from time to time. Pursuant to the Plan, if outstanding options
  are exercised, or expire, or the number of issued and outstanding common shares
  of the Company increases, the number of options available to grant under the
  Plan increases proportionately. The exercise price of each option is set by
  the board of directors at the time of grant based on the market price on the
  date preceding the date of grant. Options can have a maximum term of five years
  and typically terminate 90 days following the termination of the optionee's
  employment or engagement, except in the case of retirement or death. Vesting
  of options is at the discretion of the board of directors at the time the options
  are granted.

Eligible Optionees

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

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

Insider Limitations

The number of shares reserved for
issuance under options granted to insiders may exceed 10% of the issued shares,
and, within a twelve month period, the number of options granted to insiders may
exceed 10% of the issued shares.

Disinterested Shareholder
Approval

In accordance with the requirements of
the TSX Venture and the terms of the Plan, disinterested shareholder approval
was received at the Meeting.

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- 53 -

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

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- 54 -

ITEM 7 MAJOR SHAREHOLDERS AND RELATED
  PARTY TRANSACTIONS

A. Major Shareholders

Major Shareholders

Amarc is a publicly-held corporation, with its shares held by
residents of Canada, the United States of America and other countries. To the
best of Amarc's knowledge, other than as noted below, no person, corporation or
other entity beneficially owns, directly or indirectly, or controls more than 5%
of the common shares of Amarc, the only class of securities with voting rights.
For these purposes, "beneficial ownership" means the sole or shared power to
vote or direct the voting or to dispose or direct the disposition of any
security.

As of September 11, 2009, Amarc had authorized unlimited common
shares without par value, of which 72,839,473 were issued and outstanding.

As at September 11, 2009, Robert Dickinson, together with companies
  controlled by him, held 10,356,409 common shares of Amarc, representing 14.25%
  of the common shares outstanding.

As at September 11, 2009, Jeffrey Mason held 4,196,000 common
  shares of Amarc, representing 5.77% of the common shares outstanding.

All of the common shares have the same voting rights.

Geographic Breakdown of Shareholders

As of September 11, 2009, Amarc's register of shareholders
indicates that Amarc's common shares are held as follows:

|              | Number of registered   |                  |                           
|------------- | ---------------------- | ---------------- | --------------------------
|              | shareholders of record |                  |                           
|Location      | (note 1)               | Number of shares | Percentage of total shares
|Canada        | 14                     | 65,694,167       | 90.18%                    
|United States | 9                      | 2,955,306        | 4.06%                     
|Other         | 5                      | 4,190,000        | 5.76%                     
|TOTALS        | 28                     | 72,839,473       | 100.00%                   

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

|Note 1 | Amarc's securities are recorded on the books of its
      transfer agent, Computershare Trust Company of Canada located at 510
      Burrard Street, Vancouver, Canada (604) 661-0271 in registered form.
      However, the majority of such shares are registered in the name of
      intermediaries such as brokerage houses and clearing houses (on behalf of
      their respective brokerage clients). Amarc does not have knowledge or
      access to the identities of the beneficial owners of such shares
      registered through intermediaries.
|------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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- 55 -

Control

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

Insider Reports under the British Columbia Securities Act

Under the British Columbia Securities Act, "insiders"
(generally, officers, directors and holders of 10% or more of Amarc's shares)
are required to file insider reports of changes in their ownership in the first
10 days 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,
Canada, (604) 899-6500 or at the British Columbia Securities Commission web
site, www.bcsc.bc.ca. In British Columbia, all
insider reports must be filed electronically 10 days following the date of the
trade at www.sedi.ca. The public is able to access these reports
at www.sedi.ca.

B. Related Party Transactions

Except as disclosed below, Amarc has not, since April 1, 2008,
and does not at this time propose to:

|(1) | enter into any transactions which are material to Amarc
      or a related party or any transactions unusual in their nature or
      conditions involving goods, services or tangible or intangible assets to
      which Amarc or any of its former subsidiaries was a party;
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                
|(2) | make any loans or guarantees directly or through any of
      its former subsidiaries to or for the benefit of any of the following
      persons:                                                                                                                             
|    |                                                                                                                                                                                                                                                                                
|    | (a)                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                
|    | (b)                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                
|    | (c)                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                
|    | (d)                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                
|    | (e)                                                                                                                                                                                                                                                                            

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- 56 -

Hunter Dickinson Services Inc. ("HDSI"), formerly Hunter
Dickinson Inc.

Hunter Dickinson Services Inc. ("HDSI") (formerly Hunter
Dickinson Inc.) is a private company owned equally by several public companies,
one of which is Amarc. HDSI has certain directors in common with the Company and
provides geological, corporate development, administrative and management
services to, and incurs third party costs on behalf of, the Company on a full
cost recovery basis per agreement dated June 1, 2008.

During the fiscal years ended March 31, 2009, Amarc paid
approximately $2.6 million (2008  $1.6 million; 2007  $0.9 million), to HDSI
for services pursuant to the management and administrative services agreement.
Advances pursuant to this agreement were non-interest bearing and due on
demand.

Management / Insiders

In December 2008, the Company arranged a private placement for
up to 5,000,000 equity units (the "Units") at a price of $0.10 per Unit. Each
unit comprises one flow-through common share and one non-flow-through warrant.
Each warrant is exercisable to purchase one additional common share at a price
of $0.10 for a 24 month period. The flow-through shares acquired by the informed
persons of the Company were as follow:

Informed Person Participation
    Amount
    UnitsRobert Dickinson
    $ 425,000
    4,250,000Carmen Dickinson
    $75,000
    750,000


C. Interests of Experts and Counsel

Not applicable.

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- 57 -

ITEM 8 FINANCIAL INFORMATION

A. Consolidated Statements and Other Financial Information

Item
17 of this Form 20-F contains Amarc's audited consolidated annual
financial statements as at March 31, 2009 and 2008 and for each of the years in
the three year period ended March 31, 2009.

Legal Proceedings

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

Dividend Policy

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

B. Significant Changes

There have been no significant changes to the accompanying
financial statements since March 31, 2009, except as disclosed in this Annual
Report on Form 20-F.

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- 58 -

ITEM 9 THE OFFER AND LISTING

A. Offer and Listing Details

Trading Markets

Amarc's common shares have been listed in Canada on the TSX
Venture Exchange since August 1995, under the symbol AHR.

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

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

|       | TSX Venture Exchange | OTCBB 
|------ | -------------------- | ------
|       | High                 | Low   
|Fiscal | (Cdn$)               | (Cdn$)
|2009   | 0.77                 | 0.07  
|2008   | 0.78                 | 0.45  
|2007   | 0.60                 | 0.30  
|2006   | 0.47                 | 0.22  
|2005   | 0.75                 | 0.43  

|         | TSX Venture Exchange | OTCBB 
|-------- | -------------------- | ------
|         |                      |       
|         | High                 | Low   
|Quarter  | (Cdn$)               | (Cdn$)
|Q1, 2010 | 0.25                 | 0.16  
|Q4, 2009 | 0.30                 | 0.10  
|Q3, 2009 | 0.31                 | 0.07  
|Q2, 2009 | 0.71                 | 0.31  
|Q1, 2009 | 0.77                 | 0.58  
|Q4, 2008 | 0.78                 | 0.45  
|Q3, 2008 | 0.65                 | 0.50  
|Q2, 2008 | 0.72                 | 0.49  
|Q1, 2008 | 0.70                 | 0.45  

|                                 | TSX Venture Exchange | OTCBB 
|-------------------------------- | -------------------- | ------
|                                 | High                 | Low   
|Month                            | (Cdn$)               | (Cdn$)
|September 2009 (to September 11) | 0.20                 | 0.18  
|August 2009                      | 0.20                 | 0.17  
|July 2009                        | 0.24                 | 0.17  

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- 59 -

|           | TSX Venture Exchange | OTCBB 
|---------- | -------------------- | ------
|           | High                 | Low   
|Month      | (Cdn$)               | (Cdn$)
|June 2009  | 0.25                 | 0.19  
|May 2009   | 0.21                 | 0.17  
|April 2009 | 0.18                 | 0.16  

B. Plan of Distribution

Not applicable.

C. Markets

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

D. Selling Shareholders

Not applicable.

E. Dilution

Not applicable.

F. Expenses of the Issue

Not applicable.

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- 60 -

ITEM 10 ADDITIONAL INFORMATION

A. Share Capital

Not applicable.

B. Memorandum and Articles of Association

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

In March 2004, the Company Act (British Columbia) (the
"BCCA") was replaced by the Business Corporations Act (British Columbia)
(the "BCA"). All companies incorporated under the BCCA were required to complete
a transition application to the BCA by March 29, 2006. The directors of the
Company authorized the Company to file a transition application with the
Registrar of Companies and to comply with the BCA. Accordingly, the Company
filed a Notice of Articles on October 2, 2004. The BCA approved the Company's
Notice of Articles and they were also approved by shareholders at the annual
general meeting held on October 12, 2005.

A summary of certain changes under the new articles was
discussed and filed in a prior year with the Company's filing on Form 20-F.

C. Material Contracts

Amarc's material contracts as of September 11, 2009:

|(a) | Corporate Services Agreement between Amarc and Hunter
      Dickinson Services Inc. dated June 1, 2008. See Item 7Band Exhibit 4.1.
|--- | -----------------------------------------------------------------------------------------------------------------------------------

Other agreements are in the normal course of business.

D. Exchange Controls

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

There is no limitation imposed by the laws of Canada or by the
charter or other constituent documents of Amarc on the right of a non-resident
to hold or vote its common shares, other than as provided in the Investment
Canada Act (Canada) (the "Investment Act"). The following discussion
summarizes the material features of the Investment Act for a non-resident who
proposes to acquire a controlling number of Amarc's common shares. It is general
only; it is not a substitute for independent advice from an investor's own
advisor, and it does not anticipate statutory or regulatory amendments. Amarc
does not

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- 61 -

believe the Investment Act will have any effect on it or on its
non-Canadian shareholders due to a number of factors including the nature of its
operations and Amarc's relatively small capitalization.

The Investment Act generally prohibits implementation of a
"reviewable" investment by an individual, government or agency thereof,
corporation, partnership, trust or joint venture (each an "entity") that is not
a "Canadian" as defined in the Investment Act (i.e. a "non-Canadian"), unless
after review the Minister responsible for the Investment Act is satisfied that
the investment is likely to be of net benefit to Canada. An investment in
Amarc's common shares by a non-Canadian (other than a "WTO Investor" as that
term is defined in the Investment Act and which term includes entities which are
nationals of or are controlled by nationals of member states of the World Trade
Organization) when Amarc was not controlled by a WTO Investor, would be
reviewable under the Investment Act if it was an investment to acquire control
of Amarc and the value of the assets of Amarc, as determined in accordance with
the regulations promulgated under the Investment Act, was over $5 million, or if
an order for review was made by the federal cabinet on the grounds that the
investment related to Canada's cultural heritage or national identity,
regardless of the value of the assets of Amarc. An investment in the common
shares of Amarc by a WTO Investor, or by a non-Canadian when Amarc was
controlled by a WTO Investor, would be reviewable under the Investment Act if it
was an investment to acquire control of Amarc and the value of the assets of
Amarc, as determined in accordance with the regulations promulgated under the
Investment Act, was not less than a specified amount, which for 2009 is $312
million. A non-Canadian would acquire control of Amarc for the purposes of the
Investment Act if the non-Canadian acquired a majority of the common shares. The
acquisition of less than a majority but one-third or more of the common shares
would be presumed to be an acquisition of control of Amarc unless it could be
established that, on the acquisition, Amarc was not controlled in fact by the
acquirer through the ownership of the common shares.

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

Certain transactions relating to the common shares of the
Company 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

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 "U.S.
Holder") who, (a) for the purposes of the Income Tax Act (Canada) (the "Tax
Act"), is not resident in Canada, deals at arm's length with Amarc, holds the
common shares as capital property and does not use or hold the common shares in
the course of carrying on, or otherwise in connection with, a business in
Canada, and (b) for the purposes of the Canada-United States Income Tax
Convention, 1980

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- 62 -

(the "Treaty"), is a resident solely of the United States, has
never been a resident of Canada, and has not held or used (and does not hold or
use) common shares in connection with a permanent establishment or fixed base in
Canada. This summary does not apply to traders or dealers in securities, limited
liability companies, tax-exempt entities, insurers, financial institutions
(including those to which the mark-to-market provisions of the Tax Act apply),
or any other U.S. Holder to which special considerations apply.

This summary is based on the current provisions of the Tax Act,
including all regulations 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 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, U.S., state or other foreign income tax law or practice. The tax
consequences to any particular U.S. Holder will vary according to the status of
that holder as an individual, trust, corporation, partnership or other entity,
the jurisdictions in which that holder is subject to taxation, and generally
according to that holder's particular circumstances. Accordingly, this summary
is not, and is not to be construed as, Canadian tax advice to any particular
U.S. Holder.

Dividends

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

Disposition

A U.S. Holder is not subject to tax under the Tax Act in
respect of a capital gain realized on the disposition of a common share in the
open market unless the share is "taxable Canadian property" to the holder
thereof and the U.S. Holder is not entitled to relief under the Treaty. A common
share will be taxable Canadian property to a U.S. Holder if, at any time during
the 60 months preceding the disposition, the U.S. Holder or persons with whom
the U.S. Holder did not deal at arm's length alone or together owned, or had
rights to acquire, 25% or more of Amarc's issued shares of any class or series.

A U.S. Holder whose common shares do constitute taxable
Canadian property, and who might therefore be liable for Canadian income tax
under the Tax Act, will generally be relieved from such liability under the
Treaty unless the value of such shares at the time of disposition is derived
principally from real property situated in Canada.

United States Tax Consequences

United States Federal Income Tax Consequences

The following is, in management's understanding, a discussion
of material United States federal income tax consequences, under current law,
generally applicable to a U.S. Holder (as hereinafter defined) of common shares
of Amarc. This discussion does not address all potentially relevant federal
income tax matters and it does not address consequences peculiar to persons
subject to special provisions of federal income tax law, such as those described
below as excluded from the definition of a U.S. Holder. In addition, this
discussion does not cover any state, local or foreign tax consequences (see
"Taxation 

---

- 63 -

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 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.

U.S. Holders

As used herein, a "U.S. Holder" means a holder of common shares
of Amarc who is a citizen or individual resident of the United States, a
corporation or partnership created or organized in or under the laws of the
United States or of any political subdivision thereof, an entity created or
organized in or under the laws of the United States or any political subdivision
thereof which has elected to be treated as a corporation for United States
income tax purposes (under Treasury Regulation section 301.7701 -3), an estate
whose income is taxable in the United States irrespective of source or a trust
subject to the primary supervision of a court within the United States and
control of a United States fiduciary as described Section 7701(a)(30) of the
Code. This summary does not address the tax consequences to, and U.S. Holder
does not include, persons subject to specific provisions of federal income tax
law, such as tax-exempt organizations, qualified retirement plans, individual
retirement accounts and other tax-deferred accounts, financial institutions,
insurance companies, real estate investment trusts, regulated investment
companies, broker-dealers, non-resident alien individuals, persons or entities
that have a "functional currency" other than the U.S. dollar, shareholders
subject to the alternative minimum tax, shareholders who hold common shares as
part of a straddle, hedging or conversion transaction, and shareholders who
acquired their common shares through the exercise of employee stock options or
otherwise as compensation for services. This summary is limited to U.S. Holders
who own common shares as capital assets and 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, U.S. Holders receiving dividend distributions
(including constructive dividends) with respect to common shares of Amarc are
required to include in gross income for United States federal income tax
purposes the gross amount of such distributions, equal to the U.S. dollar value
of such distributions on the date of receipt (based on the exchange rate on such
date), to the extent that Amarc has current or accumulated earnings and profits,
without reduction for any Canadian income tax withheld from such distributions.
Such Canadian tax withheld may be credited, subject to certain limitations,
against the U.S. Holder's federal income tax liability or, alternatively, may be
deducted in computing the U.S. Holder's federal taxable income by those who
itemize deductions. (See more detailed discussion at "Foreign Tax Credit"
below). To the extent that distributions exceed current or accumulated earnings
and profits of Amarc, they will be treated first as a return of capital up to
the U.S. Holder's adjusted basis in the

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- 64 -

common shares and thereafter as gain from the sale or exchange
of property. Preferential tax rates for long-term capital gains are applicable
to a U.S. Holder which is an individual, estate or trust. There are currently no
preferential tax rates for long-term capital gains for a U.S. Holder which is a
corporation.

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

Dividends paid on the common shares of Amarc generally will not
be eligible for the dividends received deduction provided to corporations
receiving dividends from certain United States corporations. A U.S. Holder which
is a corporation and which owns shares representing at least 10% of the voting
power and value of Amarc may, under certain circumstances, be entitled to a 70%
(or 80% if the U.S. Holder owns shares representing at least 20% of the voting
power and value of Amarc) deduction of the United States source portion of
dividends received from Amarc (unless Amarc qualifies as a "foreign personal
holding company" or a "passive foreign investment company," as defined below).
Amarc does not anticipate that it will earn any United States income, however,
and therefore, does not anticipate that any U.S. Holder will be eligible for the
dividends received deduction.

Under current Treasury Regulations, dividends paid on Amarc
common shares, if any, generally will not be subject to information reporting
and generally will not be subject to U.S. backup withholding tax. However,
dividends and the proceeds from a sale of Amarc common shares paid in the U.S.
through a U.S. or U.S. related paying agent (including a broker) will be subject
to U.S. information reporting requirements and may also be subject to the 28%
U.S. backup withholding tax, unless the paying agent is furnished with a duly
completed and signed Form W-9. Any amounts withheld under the U.S. backup
withholding tax rules will be allowed as a refund or a credit against the U.S.
Holder's U.S. federal income tax liability, provided the required information is
furnished to the IRS.

Foreign Tax Credit

A U.S. Holder who pays (or has withheld from distributions)
Canadian income tax with respect to the ownership of common shares of Amarc may
be entitled, at the option of the U.S. Holder, to either receive a deduction or
a tax credit for such foreign tax paid or withheld. Generally, it will be more
advantageous to claim a credit because a credit reduces United States federal
income taxes on a dollar-for-dollar basis, while a deduction merely reduces the
taxpayer's income subject to tax. This election is made on a year-by-year basis
and generally applies to all foreign taxes paid by (or withheld from) the U.S.
Holder during that year. There are significant and complex limitations which
apply to the credit, among which is the general limitation that the credit
cannot exceed the proportionate share of the U.S. Holder's United States income
tax liability that the U.S. Holder's foreign source income bears to his or its
worldwide taxable income. In the determination of the application of this
limitation, the various items of income and deduction must be classified into
foreign and domestic sources. Complex rules govern this classification process.
In addition, this limitation is calculated separately with respect to two
specific classes of income: "passive income, and "general income". Dividends
distributed by Amarc will generally constitute "passive income" for these
purposes. Prior to January 1, 2007, there were nine specific classes of income
rather than the two stated here. The availability of the foreign tax credit and
the application of the limitations on the credit are fact specific, and U.S.
Holders of common shares of Amarc should consult their own tax advisors
regarding their individual circumstances.

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Disposition of Common Shares of Amarc

In general, U.S. Holders will recognize gain or loss upon the
sale of common shares of Amarc equal to the difference, if any, between (i) the
amount of cash 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 U.S. Holders which are individuals, estates
or trusts. In general, gain or loss on the sale of common shares of Amarc will
be long-term capital gain or loss if the common shares are a capital asset in
the hands of the U.S. Holder and are held for more than one year. Deductions for
net capital losses are subject to significant limitations. For U.S. Holders
which are not corporations, any unused portion of such net capital loss may be
carried over to be used in later tax years until such net capital loss is
thereby exhausted. For U.S. Holders that are corporations (other than
corporations subject to Subchapter S of the Code), an unused net capital loss
may be carried back three years and carried forward five years from the loss
year to be offset against capital gains until such net capital loss is thereby
exhausted.

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:

Passive Foreign Investment Company

United States income tax law contains rules governing "passive
foreign investment companies" ("PFIC") which can have significant tax effects on
U.S. Holders of foreign corporations. These rules do not apply to non-U.S.
Holders. Section 1297 of the Code defines a PFIC as a corporation that is not
formed in the United States if, for any taxable year, either (i) 75% or more of
its gross income is "passive income," which includes interest, dividends and
certain rents and royalties or (ii) the average percentage, by fair market value
(or, if the corporation is not publicly traded and either is a controlled
foreign corporation or makes an election, by adjusted tax basis), of its assets
that produce or are held for the production of "passive income" is 50% or more.
In the event that Amarc qualifies as a PFIC for the fiscal year ending March 31,
2009, or in future fiscal years, each U.S. Holder of Amarc is urged to consult a
tax advisor with respect to how the PFIC rules affect such U.S. Holder's tax
situation.

Each U.S. Holder who holds stock in a foreign corporation
during any year in which such corporation qualifies as a PFIC is subject to
United States federal income taxation under one of three alternative tax regimes
at the election of such U.S. Holder. The following is a discussion of such
alternative tax regimes applied to such U.S. Holders of Amarc. In addition,
special rules apply if a foreign corporation qualifies as both a PFIC and a
"controlled foreign corporation" (as defined below) and a U.S. Holder owns,
actually or constructively, 10% or more of the total combined voting power of
all classes of stock entitled to vote of such foreign corporation (See more
detailed discussion at "Controlled Foreign Corporation" below).

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

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

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

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

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

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

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

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

Effective for tax years of U.S. Holders beginning after
December 31, 1997, U.S. Holders who hold (actually or constructively) marketable
stock of a foreign corporation that qualifies as a PFIC may elect to mark such
stock to the market annually (a "mark-to-market election"). If such an election
is made, such U.S. Holder will generally not be subject to the special taxation
rules of Section 1291 discussed above. However, if the mark-to-market election
is made by a Non-Electing U.S. Holder after the beginning of the holding period
for the PFIC stock, then the Section 1291 rules will apply to certain
dispositions of, distributions on and other amounts taxable with respect to
Amarc common shares. A U.S. Holder who makes the mark-to market election will
include in income for each taxable year as ordinary income for which the
election is in effect an amount equal to the excess, if any, of the fair market
value of the common shares of Amarc as of the close of such tax year over such
U.S. Holder's adjusted basis in such common shares. In addition, the U.S. Holder
is allowed a deduction for the lesser of (i) the excess, if any, of such U.S.
Holder's adjusted tax basis in the common shares over the fair market value of
such shares as of the close of the tax year, or (ii) the excess, if any, of (A)
the mark-to-market gains for the common shares in Amarc included by such U.S.
Holder for prior tax years, including any amount which would have been treated
as a mark-to-market gain for any prior tax year but for the Section 1291 rules
discussed above with respect to Non-Electing U.S. Holders, over (B) the
mark-to-market losses for shares that were allowed as deductions for prior tax
years. A U.S. Holder's adjusted tax basis in the common shares of Amarc will be
adjusted to reflect the amount included in or deducted from income as a result
of a mark-to-market election. A mark-to-market election applies to the taxable
year in which the election is made and to each subsequent taxable year, unless
Amarc common shares cease to be marketable, as specifically defined, or the IRS
consents to revocation of the election. Because the IRS has not established
procedures for making a mark-to-market election, U.S. Holders should consult
their tax advisor regarding the manner of making such an election. No view is
expressed regarding whether common shares of Amarc are marketable for these
purposes or whether the election will be available.

Under Section 1291(f) of the Code, the IRS has issued Proposed
Treasury Regulations that, subject to certain exceptions, would treat as taxable
certain transfers of PFIC stock by Non-Electing U.S. Holders that are generally
not otherwise taxed, such as gifts, exchanges pursuant to corporate
reorganizations, and transfers at death. Generally, in such cases the basis of
Amarc common shares in the hands of the transferee and the basis of any property
received in the exchange for those common shares would be increased by the
amount of gain recognized. Under the Proposed Treasury Regulations, an Electing
U.S. Holder would not be taxed on certain transfers of PFIC stock, such as
gifts, exchanges pursuant to corporate reorganizations, and transfers at death.
The transferee's basis in this case will depend on the

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manner of the transfer. In the case of a transfer by an
Electing U.S. Holder upon death, for example, the transferee's basis is
generally equal to the fair market value of the Electing U.S. Holder's common
shares as of the date of death under Section 1014 of the Code. The specific tax
effect to the U.S. Holder and the transferee may vary based on the manner in
which the common shares are transferred. Each U.S. Holder of Amarc is urged to
consult a tax advisor with respect to how the PFIC rules affect his or its tax
situation.

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

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

Amarc strongly urges each prospective U.S. Holder to consult
a tax advisor with respect to the adverse rules applicable, under the Proposed
Treasury Regulations, to U.S. Holders of lower-tier PFIC shares.

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

Controlled Foreign Corporation

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

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a U.S. Holder of common shares of Amarc which is or was a
United States Shareholder at any time during the five-year period ending on the
date of the sale or exchange is treated as ordinary income to the extent of
earnings and profits of Amarc attributable to the shares sold or exchanged. If a
foreign corporation is both a PFIC and a CFC, the foreign corporation generally
will not be treated as a PFIC with respect to United States Shareholders of the
CFC. This rule generally will be effective for taxable years of United States
Shareholders beginning after 1997 and for taxable years of foreign corporations
ending with or within such taxable years of United States Shareholders. Special
rules apply to United States Shareholders who are subject to the special
taxation rules under Section 1291 discussed above with respect to a PFIC.
Because of the complexity of Subpart F, a more detailed review of these rules is
outside of the scope of this discussion. Amarc does not believe that it
currently qualifies as a CFC. However, there can be no assurance that Amarc will
not be considered a CFC for the current or any future taxable year.

F. Dividends and Paying Agents

Not applicable.

G. Statement by Experts

Not applicable.

H. Documents on Display

Exhibits attached to this Form 20-F are also available for
viewing on EDGAR, or 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.

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ITEM 11 QUANTITATIVE AND QUALITATIVE
  DISCLOSURES ABOUT MARKET RISK

(a) Transaction Risk and Currency Risk Management

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

(b) Exchange Rate Sensitivity

Amarc's administrative operations are in Canada. The Company
typically holds most of its funds in Canadian dollars and typically acquires
foreign currency on an as-needed basis and hence it is not significantly
affected by exchange rate risk. The Company does however, from time to time,
invest in US$ denominated short term investments. The Company is exposed to
foreign currency exchange risk on such investments.

The Company currently does not engage in foreign currency
hedging.

(c) Interest Rate Risk and Equity Price Risk

Amarc is equity financed and does not have any debt, other than
routine accounts payable. As such, the Company is not subject to interest rate
change risks.

(d) Commodity Price Risk

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

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ITEM 12 DESCRIPTION OF SECURITIES OTHER
  THAN EQUITY SECURITIES

Not applicable.

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PART II

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- 73 -

ITEM 13 DEFAULTS, DIVIDEND ARREARAGES
  AND DELINQUENCIES

Not applicable.

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

Not applicable.

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ITEM 15 CONTROLS AND PROCEDURES

Internal Controls over Financial Reporting Procedures

The management of the Company is responsible for establishing
and maintaining adequate internal controls over financial reporting. The
Company's internal control system was designed to provide reasonable assurance
to the Company's management and the board of directors regarding the preparation
and fair presentation of published financial statements. Internal control over
financial reporting includes those policies and procedures that: (1) pertain to
the maintenance of records that in reasonable detail accurately and fairly
reflect the transactions and dispositions of the assets of the Company (2)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with GAAP, and that
receipts and expenditures of the Company are being made only in accordance with
authorizations of management and directors of the Company and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the Company's assets that could have a
material effect on the financial statements. All internal control systems, no
matter how well designed, have inherent limitations. Therefore, even those
systems determined to be effective can provide only reasonable assurance with
respect to financial statement preparation and presentation.

The Company's management, with the participation of the Chief
Executive Officer and the Chief Financial Officer, has evaluated the
effectiveness of internal control over financial reporting based on the
framework and criteria established in Internal Control  Integrated Framework,
issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on this evaluation, our management has concluded that internal control
over financial reporting was effective as of March 31, 2009, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements in accordance with GAAP.

There have been no changes in the Company's internal control
over financial reporting during the period covered by this report that could
have materially affected or are reasonably likely to materially affect the
Company's internal control over financial reporting.

Disclosure Controls and Procedures

As of the end of the period covered by this report, our
management carried out an evaluation, with the participation of our Chief
Executive Officer and Chief Financial Officer, of the effectiveness of our
disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934 (the "Exchange Act")). Based
upon that evaluation, our Chief Executive Officer and Chief Financial Officer
concluded that, as of the end of the period covered by this report, our
disclosure controls and procedures were effective in recording, processing,
summarizing and reporting, on a timely basis, information required to be
disclosed in reports that we file or submit under the Exchange Act.

While our Chief Executive Officer and our Chief Financial
Officer believe that our disclosure controls and procedures provide a reasonable
level of assurance of effectiveness, they do not expect that our disclosure
controls and procedures or internal control over financial reporting will
prevent all errors and fraud. A control system, no matter how well conceived or
operated, can provide only reasonable, not absolute, assurance that the
objectives of the control system will be met.

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

A. Audit Committee Financial Expert

The board of directors has determined that Mr. Rene Carrier, a
member of the audit committee of the Company, qualifies as a "financial expert"
based on his education and experience analyzing and evaluating financial
statements. Mr. Carrier is independent, as the term is defined by the American
Stock Exchange.

B. Code of Ethics

The Company has adopted a Code of Ethics that applies to the
Company's chief executive officer, the chief financial officer, and other
members of senior management. The Company's Code of Ethics was filed as Exhibit
11.1 of the Company's Form 20-F filed on October 7, 2008. The Company's Code of
Ethics can be viewed at the Company's website, www.amarcresources.com.

C. Principal Accountant Fees and Services

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

Services:
    Year ended March 31, 2009
    Year ended March 31, 2008Audit Fees (1)
    $ 25,000
    $ 20,000Audit-Related Fees (2)
    
    Tax Fees (3)
    
    All Other Fees (4)
    
    $ 25,000
    $ 20,000


Notes:

- "Audit Fees" include fees necessary to perform the annual audit and
  quarterly reviews of the Company's consolidated financial statements. Audit
  Fees include fees for review of tax provisions and for accounting
  consultations on matters reflected in the financial statements. Audit Fees
  also include audit or other attest services required by legislation or
  regulation, such as comfort letters, consents, reviews of securities filings
  and statutory audits.
- "Audit-Related Fees" include services that are traditionally performed by
  the auditor. These audit-related services include employee benefit audits, due
  diligence assistance, accounting consultations on proposed transactions,
  internal control reviews and audit or attest services not required by
  legislation or regulation.
- "Tax Fees" include fees billed for professional services rendered by the
  principal accountant for tax compliance, tax advice, and tax planning. The
  specific services received included a review of the annual corporate tax
  return for tax compliance, together with a review of the tax structure related
  to the Company's Chinese operations.
- "All Other Fees" include fees billed for products and services provided by
  the principal accountant, other than the services reported in (1), (2) or (3)
  above.

From time to time, management of the Company recommends to and
requests approval from the audit committee for non-audit services to be provided
by the Company's auditors. The audit committee routinely considers such requests
at committee meetings, and if acceptable to a majority of the audit committee
members, pre-approves such non-audit services by a resolution authorizing
management to

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engage the Company's auditors for such non-audit services, with
set maximum dollar amounts for each itemized service. During such deliberations,
the audit committee assesses, among other factors, whether the services
requested would be considered "prohibited services" as contemplated by the SEC,
and whether the services requested and the fees related to such services could
impair the independence of the auditors. No material non-audit services were
provided by the Company's auditors during the year ended March 31, 2009.

D. Exemptions from Listing Standards for Audit Committees

Not applicable.

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

None.

F. Change in Registrant's Certifying Accountant.

None.

G. Corporate Governance.

Not applicable.

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PART III

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ITEM 17 FINANCIAL STATEMENTS

The following attached financial statements are incorporated
herein:

|(1) | Report of Independent Registered Public Accounting Firm
      on the consolidated balance sheets as at March 31, 2009 and 2008, and the
      consolidated statements of operations, deficit and cash flows for each of
      the years in the three year period ended March 31, 2009;
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                       
|(2) | Consolidated balance sheets as at March 31, 2009, and
      2008;                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                       
|(3) | Consolidated statements of operations for each of the
      years in the three year period ended March 31, 2009.                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                       
|(4) | Consolidated statements of shareholders' equity for the
      periods referred to in (3) above;                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                       
|(5) | Consolidated statements of cash flows for the periods
      referred to in (3) above; and                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                       
|(6) | Notes to the consolidated financial statements referred
      to in (2) through (5) above.                                                                                                                                                                                            

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ITEM 18 FINANCIAL STATEMENTS

Not applicable. See Item 17.

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ITEM 19 EXHIBITS

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

|Exhibit | Description of Exhibit                                                                                                                                                                                                                                                                       
|------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  |                                                                                                                                                                                                                                                                                              
|        |                                                                                                                                                                                                                                                                                              
|12.1    | Certification
        of Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange
        Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                
|        |                                                                                                                                                                                                                                                                                              
|12.2    | Certification
        of Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange
        Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                
|        |                                                                                                                                                                                                                                                                                              
|13.1    | Certification
        of Chief Executive Officer pursuant to Rule 13a-14(b) of the Exchange
        Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
        the Sarbanes-Oxley Act of 2002                                                                             
|        |                                                                                                                                                                                                                                                                                              
|13.2    | Certification
        of Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange
        Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
        the Sarbanes-Oxley Act of 2002                                                                             
|        |                                                                                                                                                                                                                                                                                              
|99.1    | Consolidated
        balance sheets as at March 31, 2009 and 2008; consolidated statements
        of operations and deficit, cash flows and notes thereto for the years
        ended March 31, 2009, 2008, and 2007, together with the Report of Independent
        Public Accounting Firm

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SIGNATURES

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

AMARC RESOURCES LTD.

/s/ Paul Mann

PAUL MANN, CA Chief Financial Officer

DATED: September 14, 2009

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