---

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

FORM 20-F

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

OR

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

For the fiscal year ended March 31, 2005

OR

 ̈  TRANSITION
  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                                                                  
Name of each exchange on which registered

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

Common shares, no par value

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- 2 -

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:

47,737,142 common shares as of March 31, 2005

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. 
  Yes x  No  ̈

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

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- 3 -



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

|         |         |                                                                                    | Page
|-------- | ------- | ---------------------------------------------------------------------------------- | ----
|         |         |                                                                                    |     
|PART I   |         | 9                                                                                 
|         |         |                                                                                    |     
|         | ITEM 1. | IDENTITY OF
      DIRECTORS, SENIOR MANAGEMENT AND ADVISORS                        | 9   
|         | ITEM 2. | OFFER STATISTICS AND EXPECTED
      TIMETABLE                                      | 9   
|         | ITEM 3. | KEY INFORMATION                                                                    | 9   
|         | ITEM 4. | INFORMATION ON THE COMPANY                                                         | 17  
|         | ITEM 5  | OPERATING
      AND FINANCIAL REVIEW AND PROSPECTS                                 | 38  
|         | ITEM 6  | DIRECTORS, SENIOR MANAGEMENT
      AND EMPLOYEES                                   | 46  
|         | ITEM 7  | MAJOR SHAREHOLDERS
      AND RELATED PARTY TRANSACTIONS                            | 55  
|         | ITEM 8  | FINANCIAL INFORMATION                                                              | 57  
|         | ITEM 9  | THE OFFER
      AND LISTING                                                        | 57  
|         | ITEM 10 | ADDITIONAL INFORMATION                                                             | 59  
|         | ITEM 11 | QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                   | 75  
|         | ITEM 12 | DESCRIPTION OF SECURITIES OTHER
      THAN EQUITY SECURITIES                       | 76  
|         |         |                                                                                    |     
|PART II  |         | 77                                                                                
|         |         |                                                                                   
|         | ITEM 13 | DEFAULTS, DIVIDEND ARREARAGES
      AND DELINQUENCIES                              | 77  
|         | ITEM 14 | MATERIAL MODIFICATIONS TO THE
      RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS | 77  
|         | ITEM 15 | CONTROLS AND PROCEDURES                                                            | 77  
|         | ITEM 16 | AUDIT COMMITTEE, CODE OF ETHICS,
      ACCOUNTANT FEES AND EXEMPTIONS              | 78  
|         |         |                                                                                    |     
|PART III |         | 79                                                                                
|         |         |                                                                                    |     
|         | ITEM 17 | FINANCIAL STATEMENTS                                                               | 79  
|         | ITEM 18 | FINANCIAL STATEMENTS                                                               | 79  
|         | ITEM 19 | EXHIBITS                                                                           | 79  

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- 4 -

GENERAL

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

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

Except as noted, the information set forth in this Annual
Report is as of August 31, 2005 and all information included in this document
should only be considered correct as of such date.

References to this Annual Report mean references to this
Annual Report on Form 20-F for the year ended March 31, 2005.

GLOSSARY OF TERMS

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

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


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- 5 -

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


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- 6 -

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


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- 7 -

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


Measurement

Conversion of metric units into imperial equivalents is as
follows:

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

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,

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- 8 -

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 expressed or implied by such forward-looking statements.
The statements, including the statements contained in Item 3D Risk Factors,
Item 4B Business Overview, Item 5 Operating and Financial Review and
Prospects and Item 11 Quantitative and Qualitative Disclosures About Market
Risk, are inherently subject to a variety of risks and uncertainties that could
cause actual results, performance or achievements to differ significantly.
Forward-looking statements include statements regarding the outlook for the
Company's future operations, plans and timing for the Company's exploration
programs, statements about future market conditions, supply and demand
conditions, forecasts of future costs and expenditures, the outcome of legal
proceedings, and other expectations, intentions and plans that are not
historical facts. You are cautioned that any such forward-looking statements are
not guarantees and may involve risks and uncertainties. The Company's actual
results may differ materially from those in the forward-looking statements due
to risks facing us or due to actual facts differing from the assumptions
underlying the Company's predictions. Some of these risks and assumptions
include:

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

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

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- 9 -

PART I

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

A.      DIRECTORS AND SENIOR MANAGEMENT

Not applicable.

B.      ADVISORS

Not applicable.

C.      AUDITOR

Not applicable.

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

Not Applicable.

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

A.       SELECTED FINANCIAL
  DATA

The following tables summarize selected financial data for
Amarc extracted from the Company's audited financial statements and related
notes included in this Annual Report. This financial information is stated in
Canadian dollars. Information is provided both in accordance with Canadian
generally accepted accounting principles (Canadian GAAP) and United States
generally accepted accounting principals (US GAAP). This information should be
read in conjunction with the Company's financial statements and with the
information appearing under the heading Item 5  Operating and Financial Review
and Prospects. The Company's financial statements have been prepared in
accordance with Canadian GAAP and are stated in Canadian dollars. Note 11 to the
Company's financial statements provides descriptions of the principal
differences between Canadian GAAP and US GAAP as they relate to us and
reconciliation of the Company's financial statements to US GAAP.

BALANCE SHEET DATA

|(C$000)              | As at March 31,
|-------------------- | ---------------
|                     | 2005           
|Total Assets         |                
|Canadian
      GAAP  | $ 8,091        
|US GAAP              | 8,100          
|Total Liabilities    |                
|Canadian and US GAAP | 871            
|Share Capital        |                
|Canadian and US GAAP | 22,388         
|Contributed Surplus  |                

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- 10 -

|(C$000)                              | As at March 31,
|------------------------------------ | ---------------
|                                     | 2005           
|Canadian and US GAAP                 | 507,065        
|Deficit                              |                
|Canadian GAAP                        | (15,675)       
|US GAAP                              | (15,667)       
|Net Assets                           |                
|Canadian
      GAAP                  | 7,220          
|US GAAP                              | 7,229          
|Working Capital                      |                
|Canadian GAAP                        | 7,017          
|US GAAP                              | 7,025          
|Plant and Equipment,
      Net       |                
|Canadian and
      US GAAP           | 47             
|Mineral Property
      Interests     |                
|Canadian and
      US GAAP           | 156            
|Shareholders Equity
      (Deficit) |                
|Canadian
      GAAP                  | 7,220          
|US GAAP                              | 7,229          

STATEMENT OF OPERATIONS DATA

|(C$000 except per share amounts)              | Year Ended March
      31,
|--------------------------------------------- | --------------------------
|                                              | 2005                      
|Exploration
      expenditures                | 7,554                     
|General and administrative expenses           | 719                       
|Foreign exchange                              | (8)                       
|Interest on flow-through shares               | (93)                      
|Interest and other                            | 243                       
|Gain (loss) on marketable securities          |                           
|Canadian GAAP                                 | 82                        
|US GAAP                                       | 90                        
|Write down of mineral
      property interest | (76)                      
|Writedown of marketable securities           | (7)                       
|Stockbased
      compensation                | 496                       
|Net income (loss) for the year                |                           
|Canadian GAAP                                 | (8,628)                   

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- 11 -

|US GAAP                                 | (8,620)    | 916        | (1,855)    | (3,887)    | (183)    
|--------------------------------------- | ---------- | ---------- | ---------- | ---------- | ---------
|Basic and diluted net income (loss) per |            |            |            |            |          
|share                                   |            |            |            |            |          
|Canadian
      GAAP(1)                  | (0.19)     | 0.04       | (0.12)     | (0.37)     | (0.02)   
|US GAAP(1)                              | (0.19)     | 0.04       | (0.12)     | (0.37)     | (0.02)   
|Weighted average number of common       |            |            |            |            |          
|shares outstanding                      | 45,168,411 | 21,421,096 | 15,170,448 | 10,441,233 | 9,707,041

Notes:

|(1) | Stock options and warrants outstanding were not included
        in the computation of diluted loss per share as their inclusion would
        be anti-dilutive.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

The Company has not declared any cash or other dividends.

Currency and Exchange Rates

The following table sets out the exchange rates for one United
States dollar (US$), expressed in terms of Canadian dollars (Cdn$), for each
of the last five financial years calculated using the average of the exchange
rates on the last day of each month in such periods.

US $1.00 EqualsYear Ended March 31(Cdn$)2005
    2004
    2003
    2002
    2001$1.22
    $1.31
    $1.47
    $1.60
    $1.58


The following table sets out the high and low exchange rates
for one United States dollar, expressed in terms of Canadian dollars, for each
month during the previous six months.

US $1.00 Equals
      High
        (Cdn$)
      Low
        (Cdn$)2005August
      $1.2243
      $1.1836July
      $1.2463
      $1.2023June
      $1.2589
      $1.2330May
      $1.2734
      $1.2385April
      $1.2618
      $1.2065March
      $1.2462
      $1.2019


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- 12 -

The close rate of exchange on August 31, 2005 for the
conversion of Canadian dollars into United States dollars was US$ 1.00 =
Cdn$1.1871.

The exchange rates disclosed above based on the noon rates as
the nominal quotations by the Bank of Canada.

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 file with the Securities and Exchange Commission and with
Canadian securities regulators before investing in the Company's common shares.
The risks described below are not the only ones faced. Additional risks that
management is aware of or that the Company currently believe are immaterial may
indeed become important factors that affect the Company's business. If any of
the following risks occur, or if others occur, the Company's business, operating
results and financial condition could be seriously harmed and the investor may
lose all of their investment.

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

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

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

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

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- 13 -

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

All of the Company's mineral projects are in the exploration
stage as opposed to the development stage and have no known body of economic
mineralization. The known mineralization at these projects has not been
determined to be economic ore. There can be no assurance that a commercially
mineable ore body exists on any of the Company's properties. There is no
certainty that any expenditure made in the exploration of the Company's mineral
properties will result in discoveries of commercially recoverable quantities of
ore. Such assurance will require completion of final comprehensive feasibility
studies and, possibly, further associated exploration and other work that
concludes a potential mine at each of these projects is likely to be economic.
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 are able to extract.

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

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

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, 2005 the Company had working capital of
approximately $7.0 million, the costs required to complete exploration and
development of the Company's projects may be well in excess of this amount.
Accordingly, unless additional funding is obtained, the going concern assumption
may have to change and the Company's assets may have to be written down to asset
prices realizable in insolvency or distress circumstances.

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- 14 -

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

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

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

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

In addition, sustained low gold or copper prices can:

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

Mining operations generally involve a high degree of
risk.

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

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

Amarcs exploration activities are regulated in all countries
in which the Company operates under various federal, state, provincial and local
laws relating to the protection of the environment, which generally includes air
and water quality, hazardous waste management and reclamation. Environmental
hazards may exist on the properties in which the Company holds interests which
are unknown to us at present and which have been caused by previous or existing
owners or operators of the properties. Environmental legislation is evolving in
a manner that will require stricter standards and enforcement, increased fines

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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 face.

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 are unable to fund
fully the remedial cost of an environmental problem, the Company might be
required to enter into interim compliance measures pending completion of the
required remedy.

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

Amarc holds a significant portion of the Company's assets in
the form of participation interests in joint ventures. The Company's interest in
these projects is subject to the risks normally associated with the conduct of
joint ventures. The existence or occurrence of one or more of the following
circumstances and events could have a material adverse impact on the Company's
profitability or the viability of the interests held through joint ventures,
which could have a material adverse impact on the Company's future cash

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flows, earnings, results of operations and financial condition:
(i) disagreement with joint venture partners on how to proceed with exploration
programs and how to develop and operate mines efficiently; (ii) inability of
joint venture partners to meet their obligations to the joint venture or third
parties; and (iii) litigation between joint venture partners regarding joint
venture matters.

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

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

The Companys share price has historically been volatile.

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

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

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

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

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

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

The Company will require additional financing in order to
complete full exploration of the Company's mineral properties. Management
anticipates that the Company will have to sell additional equity securities
including, but not limited to, its common stock, share purchase warrants or some
form of

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convertible security. The effect of additional issuances of
equity securities will result the dilution of existing shareholders.

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.

Amarc has a significant number of share purchase options and
  warrants outstanding, which will likely act as an upside damper on the trading
  range of the Company's shares. As a consequence of the passage of time since
  the date of their original sale and issuance, none of the Company's shares remain
  subject to any hold period restrictions in Canada or the United States as of
  August 31, 2005. 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. Dilutive securities represent approximately 29.5% of the Company's currently
  issued shares.

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

A.       HISTORY AND DEVELOPMENT
  OF THE COMPANY

NAME, INCORPORATION AND OFFICES

Incorporation

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

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

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

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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 care of
its attorneys, Lang Michener, 1500 Royal Centre P.O. Box 11117, 1055 West
Georgia Street, Vancouver, British Columbia, Canada V6E 4N7, telephone (604)
689-9111, fax (604) 685-7084.

COMPANY DEVELOPMENT

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

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

Historical Exploration Activities

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

Inde Prospect, Durango, Mexico

In November 2001, Amarc obtained an option to acquire the Inde
Prospect located in Durango, Mexico. The Inde property comprised approximately
270 hectares located in Durango State, Mexico, and consisted of five mineral
concessions, of which three were owned outright and two were held under option
by the Company. In December 2003, and concurrent with an amendment to the
underlying option agreement, the Company entered into an option agreement with
Minera Bugambilias, S.A. de C.V. ("Bugambilias") whereby Bugambilias could have
earned up to a 70% interest in the Inde Property by exercising two options.
Bugambilias was required to make all required option payments to the underlying
property vendor. In October 2004, Bugambilias terminated its option. The Company
then terminated its option agreement with the underlying vendor of the Inde
property, and pursuant to that agreement, also relinquished, to the underlying
vendor, the three concessions which it owned. The Company also received legal
and environmental releases from the vendor and, as a result of these termination
agreements, has no further interest in the Inde Property.

Fox River Prospect, Manitoba, Canada

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

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- 19 -

Buck Property, British Columbia, Canada

In January 2004, the Company entered into agreements to acquire
a 100% interest in the Buck mineral property. The 4,750 hectare Buck property,
located 20 kilometers south of Houston, British Columbia, was acquired from
United Mineral Services Ltd., a private company owned by a director of the
Company, by reimbursing the $65,929 cost of staking the property, line cutting
to establish a survey grid over it and by performing an induced polarization
geophysical survey on the property.

In July 2004, the Company reached an option agreement with
Chatworth Resources Inc. (Chatworth) (then, GMD Resource Corp.) pursuant to
which Chatworth can earn a 50% interest in the Buck project by (i) issuing
100,000 units comprised of 100,000 common shares of Chatworth at a deemed price
of $0.05 per share, (ii) 100,000 two-year share purchase warrants exercisable at
$0.10 per share in the first year and $0.15 per share in the second year, and
(iii) incurring exploration expenditures totaling $500,000 over five years, with
a minimum annual expenditure of $100,000. The 100,000 common shares and 100,000
warrants of Chatworth were received in September 2004. Chatworth subsequently
completed a 6-for-1 share consolidation.

Additional work is planned by Chatworth during calendar
2005.

RAD Property, British Columbia, Canada

In January 2004, the Company entered into an agreement to
acquire a 100% interest in the RAD mineral property. The 2,000 hectare property,
located 250 kilometers west of Williams Lake, was acquired from United Mineral
Services Ltd., a private company owned by a director of the Company, by
reimbursing the $8,000 staking cost. The Company has no current plans to conduct
further exploration work on this property. The Company continues to maintain the
RAD property in good standing.

Sitka Property, British Columbia, Canada

The 1,275 hectare Sitka property ("Sitka"), located 30
kilometers northeast of Port Hardy, was acquired by Amarc in January 2004 for
$20,000 in cash and by issuing 80,000 common shares of the Company to an arm's
length party. During February 2004 to August 2004, the Company conducted
technical reviews of the Sitka property. The Company has no current plans to
conduct further exploration work on this property.

The Company continues to maintain the Sitka property in good
standing.

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

In January 2004, the Company entered into agreements to acquire
a 100% interest in the Bob and JMD mineral properties. The 1,200 hectare Bob and
the adjacent 100 hectare JMD properties, located 80 kilometers west of Quesnel,
were acquired by issuing a total of 200,000 common shares of the Company to two
arm's length parties. Of these 200,000 common shares, 50,000 are held in reserve
until the Company reached a third party joint venture agreement or completed a
total of $250,000 in exploration expenditures.

In November 2004, the Company signed an option agreement with
Endurance Gold Corporation (Endurance Gold), an arm's length private company,
whereby Endurance Gold can acquire a 60% interest in the property by issuing to
the Company 250,000 common shares in Endurance Gold Corporation, and by
incurring $250,000 in exploration work over the next three years. The agreement
is conditional upon Endurance Gold becoming a publicly-listed company.

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At the end of the option period, the Company and Endurance Gold
may enter into a joint venture to develop the property with the Company owning
40% and Endurance Gold owning 60%. The two arm's length parties, from whom the
property was acquired, waived the right to the 50,000 common shares held in
reserve.

In January 2005, Endurance Gold staked an additional 2,047
hectares of mineral claims within the area of common interest surrounding the
property which will form part of the property and be subject to the terms of the
agreement with Endurance Gold.

Additional work is planned by Endurance during calendar
2005.

GBR Property, British Columbia, Canada

In April 2004, the Company entered into an agreement to acquire
the 1,000 hectare GBR Property located approximately 70 kilometers northwest of
Dease Lake. The Company had the option to acquire a 100% interest in the claims,
subject to a net smelter royalty (NSR) of 2%, from the Iskut North Syndicate,
an arm's length party, by making cash payments totaling $225,000, of which
$15,000 has been paid, and by issuing 450,000 common shares of the Company, of
which 30,000 have been issued. The Company staked an additional 5,825 hectares
in 28 claims to add to the property within the area of common interest that
became subject to the terms of the agreement.

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

Bonanza Property, British Columbia, Canada

In October 2004, the Company signed a Letter of Intent to enter
into an option agreement with Candorado Operating Co. Ltd. (Candorado), which
owns an option to acquire 100% of the Bonanza property from the underlying
owners, subject to a 2% net smelter royalty that can be purchased for $2
million. The property is located approximately 25 kilometers southeast of the
village of Iskut in northwest British Columbia. Pursuant to the Letter of
Intent, the Company could have acquired 51% of Candorados interest by expending
$125,000 in exploration work. After the Company had earned its 51% interest, the
parties could have formed a joint venture to undertake ongoing exploration of
the property.

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

Spius Property, British Columbia, Canada

In July 2004, the Company entered into an option agreement with
two arm's length parties to acquire a 100% interest in the 1,000 hectare Spius
gold-copper porphyry property, located near Merritt. The Company could have
acquired this interest in the Spius property by making staged cash payments
totaling $35,000 and issuing 80,000 common shares of the Company over three
years. Of these 80,000 common shares, 10,000 were issued in August 2004.

The property was subject to a 2% NSR, which the Company could
have, at its option, purchased for $2 million.

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

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The Witch Properties, British Columbia, Canada

In September 2004, the Company acquired a 100% interest in the
Witch porphyry gold-copper property, located in the Witch Lake/Chuchi Lake
region, approximately 80 kilometers north-northwest of Fort St. James, for a
cash payment of $10,000. At that time, the property comprised approximately
4,600 hectares. An additional 1,750 hectares, located contiguous to the
property, were staked by the Company shortly thereafter.

During the fiscal year ending March 31, 2005, Amarc staked an
additional 67,691 hectares in the Witch Lake region over areas prospective for
porphyry gold-copper targets. These claims comprise the Chica, Chona, Kal, M2,
M3, M4, M5, Tchent, Tsil, Wolf, Xander and additional Witch claims.

During November 2004 the Kal, M2, M3, M5 and Tsil properties
became the subject of a farm out agreement with Rockwell Ventures Inc., as
described below under Rockwell Agreement.

As of July 5, 2005 the Amarc and Rockwell determined that they
had no further exploration interest in the M2 claims and a portion of the M2
claims have been allowed to lapse.

Natlan Property, British Columbia, Canada

In October 2004, the Company signed a Letter of Intent to enter
into an option agreement to acquire the Natlan gold property, located 25
kilometers northeast of Hazelton. In March 2005, a definitive option agreement
was entered into by the Company whereby the Company can purchase 100% of the
claims by making staged cash payments totaling $500,000 over five years, of
which $10,000 has been paid and expensed. The property is subject to a 2% NSR
which the Company can purchase for $2 million.

In October 2004, Amarc staked an additional 1,400 hectares of
claims in the area of common interest surrounding the original property that
will be included in the terms of the agreement.

Max Property, British Columbia, Canada

*****Homestake/Kamad Property, British Columbia, Canada*

In December 2004, Amarc entered into a Letter of Intent,
whereby we obtained an option to acquire a 100% interest in the 121 hectare
Homestake/Kamad crown-granted mineral claims located 65 kilometers northeast of
Kamloops, by making staged payments totaling $135,000 and 200,000 common shares
of the Company over a period of 2 years. The property is subject to a 2% NSR
which can be purchased by the Company for $1 million. In January 2005, a
definitive legal agreement was entered into by the parties and the Company made
an option payment of 25,000 common shares and $15,000.

*****Acacia Property, British Columbia, Canada*

In December 2004, Amarc entered into a letter agreement with
Eagle Plains Resources Ltd. (Eagle Plains) for an option to earn a 60% joint
venture interest with Eagle Plains to develop the 5,075 hectare Acacia property
which is contiguous with and surrounds the Homestake/Kamad property. The Company
can earn its 60% interest by making staged payments totaling $125,000 (of which
$10,000 was paid in December 2004) and 350,000 common shares of the Company (of
which 25,000 were issued in May 2005, subsequent to the year end), and by
expending $2,500,000 in exploration over the ensuing four years. The Company may
increase its interest to 75% by completing a feasibility study. A definitive
agreement was entered into during April, 2005, and is attached as an Exhibit to
this Form 20-F.

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- 22 -

During February 2005 the Company staked an additional 3,245
hectares of claims in the area of common interest surrounding the original
property, a portion of which have been included in the terms of the Eagle Plains
agreement.

Cariboo Properties, British Columbia, Canada

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

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

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

In January 2005, Amarc staked the 5,687 hectare Pike property,
located approximately 30 kilometers northwest of Princeton, British
Columbia.

As of February 2005 the Company and Rockwell determined that
they had no further exploration interest in the Crystal and Orr properties and
the claims have been allowed to lapse.

In March 2005, Amarc signed an agreement with Wildrose
Resources Ltd., whereby the Hook and Jim properties were sold to Wildrose for a
nominal sum and a right of first refusal, in favour of Amarc, to enter into an
option agreement on Wildroses Cowtrail and Pat claims. The Cowtrail and the Pat
claims are located near Horsefly, British Columbia.

Rockwell Agreement

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

Taseko Option Agreement

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

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- 23 -

Other

During the last three fiscal years and the current fiscal year,
Amarc has not received any public takeover offers from third parties in respect
of Amarcs common shares or given any public takeover offers with respect to
other companies.

B.       BUSINESS
OVERVIEW

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

British Columbia Mineral Tenure

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

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

Crown-granted mineral claim tenure is maintained by paying
taxes on an annual basis. Unlike mineral claims, the taxes can be paid late,
with penalties and interest. If the taxes remain unpaid after a specified period
of time, the claims will revert to the Crown and can be subsequently acquired by
normal procedures.

Environmental Matters

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

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Exploration Activities during Fiscal 2005

Amarcs exploration activities completed since the beginning
fiscal 2005 include the following:

Name of Mineral Property
      Description of Exploration ActivityRAD and Sitka Properties
      A geologic reconnaissance of the RAD property
          was performed in 2004 confirmed that a historic induced polarization
          survey had adequately covered the target area and consequently no further
          exploration is planned at this time. A geological review of the Sitka
          property concluded that no further exploration work is warranted at
          this time. The RAD and Sitka properties are being held on assessment
          credits.GBR Property
      During the second quarter of fiscal 2005, the
          Company completed a preliminary exploration program on the property
          consisting of soil sampling, magnetometer and induced polarization surveys
          on the property. Results of the program were evaluated, and deemed to
          be not sufficiently positive to warrant further exploration by the Company.
          In May 2005, after filing assessment work, Amarc terminated the GBR
          property agreement.Bonanza Property
      During the third quarter of fiscal 2005, Amarc
          completed a preliminary exploration program on the property consisting
          of soil sampling, magnetometer and induced polarization geophysical
          surveys on the property. Results of the program were evaluated and deemed
          not to be sufficiently positive to warrant further exploration by the
          Company. In February 2005, after filing assessment work on the property,
          Amarc terminated its option on the property.Spius Property
      During fiscal 2005, the Company completed reconnaissance
          geologic surveys over the property. The Company completed an evaluation
          of the results of the surveys and concluded that the property did not
          warrant further exploration. During July 2005, the Spius option agreement
          was terminated. The property was returned in good standing to the underlying
          vendors.Witch Properties
      The Company completed testing by geophysical
          surveys and reconnaissance drilling of the Kal, M2, M3, M4, M5 and Tsil
          properties during 2005. An evaluation of the results of this exploration
          resulted in the conclusion that the Kal, M2, M3, M4, M5 and Tsil properties
          did not warrant further exploration.
        Additional ground was staked in this area and further
          work will be done during calendar 2005.Natlan Property
      Amarc conducted a soil geochemical survey on
          the property and plans further work during calendar 2005.


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Name of Mineral Property
      Description of Exploration ActivityMax Property
      Amarc conducted a drilling program comprising
          13 holes totaling 2,728 metres. At least two precious metals-rich, volcanogenic
          massive sulphide horizons containing silver, gold, copper, lead, zinc
          and barite were intersected. Further work is planned during calendar
          2005.Cariboo Properties
      Soil sampling and geological, magnetometer
          and induced polarization surveys were completed in 2004. During the
          quarter ended December 31, 2004, reconnaissance drilling was performed
          on the Orr, Hook and Crystal properties to characterize a number of
          geophysical anomalies present on the properties. An evaluation of these
          results was completed and indicated that no further exploration is warranted
          on these properties by the Company.


Plan of Operations for Fiscal 2006

Amarc plans to complete the following exploration activities
during fiscal 2006:

Name of Mineral Property
      Planned Exploration Activity
      Budget (Cdn$)Witch Properties
      The Chica, Chona, Tchent, Wolf, Xander and
          other staked claims in the same area have been tested by geophysical
          surveys during the first quarter of fiscal 2006. Anomalous areas will
          be assessed for drill testing, beginning in the latter part of the second
          quarter.
      2,135,000Natlan Property
      Additional soil sampling will be performed
          in fiscal 2006, and the results will be assessed for further follow
          up testing by drilling.
      130,000Max Property
      Additional drilling is planned to begin in
          the latter part of the second quarter of 2006 (September-October 2005).
      580,000Cariboo Properties
      The Giff, Naud, Tin, Magoro, RS, Tisdall and TKL properties will
            be explored in fiscal 2006 using geological, geochemical and geophysical
            techniques and follow-up drilling as warranted.
          A geological reconnaissance survey will be completed on the Wasp
            and Anvil properties to determine if  geochemical and geophysical
            surveys are warranted.
      395,000BC Initiative Group
      Research, planning, data compilation and
          business  support, including the acquisition of key properties.
      610,000


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- 26 -

Name of Mineral Property
    Planned Exploration Activity
    Budget (Cdn$)BC Generative Group
    Field evaluation of targets arising from the
          Companys research programs, as well as field examinations of second
          party property submittals.
      250,000Total
    
    4,100,000


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

Amarc anticipates spending approximately $4.1 million in the
completion of its planned exploration programs during fiscal 2006. Amarc plans
to use its existing cash and working capital to fund these exploration programs.
The Company completed significant private placement financings during 2003 and
2004 that enabled the Company to acquire interests in its British Columbia
mineral properties and to proceed with exploration activities on these
properties. During 2004 and 2005, the Company has raised additional financing
through the exercise of previously outstanding options and share purchase
warrants.

The Company had cash and cash equivalents of $7.3 million and
working capital of $7.0 million as at March 31, 2005 and cash of approximately
$4.5 million as at August 31, 2005.

Hunter Dickinson Inc.

No director or senior officer, and no associate or affiliate
  of the foregoing persons, and no insider has or has had any material interest,
  direct or indirect, in any other transactions, or in any other proposed transaction,
  which in either such case has materially affected or will materially affect
  the Company or its predecessors during the year ended March 31, 2005 except
  as follows:

|(a) | The Company does not have full-time management or
        employees. Hunter Dickinson Inc. ("HDI") provides management services
        to the Company, pursuant to a geological and administrative services agreement
        dated December 31, 1996 and included as Exhibit 4.1. HDI is one of the
        larger independent mining exploration groups in North America and as of
        August 31, 2005, employed or retained approximately 90 staff or service
        providers substantially on a full- time basis. Of these:
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | - | approximately 40%
        are professional technical staff (a large majority of whom have accreditation
        as a professional engineer or professional geoscientist);
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |   |                                                                                                                                                                          
| | - | approximately 15%
        are professional accountants (the majority of whom have professional accreditations);
        and                                              
|
| |   |                                                                                                                                                                          
| | - | approximately 45% are administrative,
        office or field support personnel.                                                                                         

HDI has supervised mineral exploration projects throughout
Canada and internationally in Brazil, Chile, the United States (Nevada and
Alaska), Mexico and South Africa. HDI allocates the costs of staff input into
projects based on time records of involved personnel. Costs of such personnel
and third party contractors are billed to the participating public companies on
a full cost recovery basis (inclusive of HDI staff costs and overhead) for
amounts that are considered by the Company's management to be competitive with
arms-length suppliers. The shares of HDI are owned equally by each of the
participating corporations (including Amarc) as long as HDI services are being
provided however such

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- 27 -

participant surrenders its single share at the time of
termination of the Services Agreement described below. HDI is managed by the
directors of Amarc and who are generally the controlling directors of the other
corporate participants in the arrangements with of HDI.

**C.****Organizational Structure**

The Company operates directly and has no material
subsidiaries.

D.      Property, plant and
equipment

All of the Companys properties are located in British
Columbia. The locations of the currently active properties, described in this
section, are shown on Figure 1 below:

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- 28 -



(1)      The Witch Properties,
British Columbia

Property

The Witch properties comprise 180 claims with expiry dates
ranging to September 22, 2006.

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- 29 -

Location and Access

The Witch porphyry gold-copper property is located in the Witch
Lake/Chuchi Lake region, approximately 80 kilometers north-northwest of Fort St.
James, British Columbia. The property is accessed by a network of logging roads.

A map showing the location of the Witch Properties is provided
below.



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- 30 -

Geology

The Witch Properties are underlain primarily by Upper Triassic
to Lower Jurassic sedimentary and volcanic rocks intruded by Late Triassic to
Middle Jurassic intrusive rocks. The area is prospective for porphyry
gold-copper deposits and is host to the nearby Mt Milligan porphyry gold-copper
deposit that contains 5.6 million ounces of gold and 1.6 billion pounds of
copper in measured and indicated resources of 408 million tonnes grading 0.18%
copper and 0.40 g/t gold (Placer Dome 2004 Annual Report).

Exploration in 2004 (Fiscal 2005)

Exploration work performed by previous owners includes soil
sampling, magnetometer surveys, induced polarization surveys, trenching and
geologic mapping. Several anomalous areas were outlined, some of which had
received historical drilling. Anomalous copper values over discontinuous
intervals were encountered in the drilling. Prospective areas of the property
remained to be tested by geophysics, and untested targets remained to be
drilled.

The Kal, M2, M3, M4, M5 and Tsil properties were tested by
geophysical techniques and drilling during the year ended March 31, 2005. An
evaluation of these results has been completed and the results do not warrant
further exploration by the Company.

Plan of Operation for 2005 (Fiscal 2006)

The Chica, additional Chona, Tchent, Wolf and Xander claims
were explored using geological, geophysical and geochemical techniques in the
first quarter of fiscal 2006. Anomalous zones will be readied for drill testing,
beginning in the latter part of the second quarter of fiscal 2006.

(2)      The Max Property, British
Columbia

Property

The Homestake/Kamad property comprises 7 crown-granted claims,
on which annual taxes must be paid to maintain the claims in good standing.

The surrounding Acacia property comprises 12 claims with expiry
dates of April 22 and 23, 2006. The additional claims staked by Amarc comprise 7
claims with an expiry date of February 9, 2006.

Location and Access

The Homestake/Kamad crown-granted mineral claims and the
surrounding Acacia claims are located 65 kilometers northeast of Kamloops,
British Columbia. The claim block is road accessible.

A map showing the location and access to the Max Property is
provided below:

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- 31 -



Geology

The Max Property is underlain by an Ordovician to Devonian
volcanic rocks, known as the Eagle Bay Assemblage, that are intruded by Devonian
gneisses and by Cretaceous-Jurassic rocks. Silver, gold, copper, lead, zinc and
barite mineralization is associated with stratiform (appearing to be aligned or
contained within the enclosing rock units) massive sulphide-sulphate horizons
formed at, or near, the contact of a felsic volcanic unit and a fine grained
sedimentary unit.

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- 32 -

Exploration in fiscal 2005

Between January and April, 2005 Amarc completed:

| | i.   | 13 diamond drill holes totaling 2,728 m, testing
        massive sulphide and barite lenses near the historic Homestake Mine. Significant
        intersections of silver, gold, lead, zinc and copper where obtained from
        two stratigraphically controlled (contained within particular rock units)
        massive sulphide and barite lenses. These results are summarized on Table
        1.
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                          
| | ii.  | a detailed 1:2500 geological map base which integrates
        the results of the 2005 drill program with archival 1987 drill holes.
        The latter boreholes were cored over broad stratigraphic and structural
        intervals east and west of the historic Homestake Mine.                                                                                                                     
| |      |                                                                                                                                                                                                                                                                                                                                                                                                          
| | iii. | a lithogeochemical (analytical results from rock
        samples) database and the examination of patterns of the occurrence or
        zonation of base metals, both nearby and far away from outcropping massive
        sulphide and barite lenses.                                                                                                                                                   

Geological mapping clearly demonstrates that massive sulphide
and barite lenses have developed near the structural footwall contact of a
sequence of felsic tuffs with a fine grained, cherty tuff or fine grained,
pyritic, sedimentary horizon. Multiple sulphide or barite lenses have been noted
near this contact. The lenses have a strike of approximately 130o - 140o and dip
30o to the northeast. The lenses have east to northeast plunges of 25o- 30o.

The westerly surface strike extension of the mineralized felsic
tuffs and cherty-pyritic sediments is truncated by a shallow northeast dipping
thrust fault, called the Road Thrust. The down-dip extension of the sulphide
lenses will be preserved beneath this thrust, which has a shallower dip than the
enclosing rock units. The easterly strike extensions of the Homestake lenses are
truncated by a west-side-down extension fault, called the 2250 Fault.

Patterns of base metal and barium zonation strongly suggest
that the stratigraphic package near the historic Homestake Mine is upright.
Changes in base metal chemistry are clearly noted across the trace of the 2250
Fault and the Road Thrust. The pattern of base metal zonation appears to
indicate which parts of the stratigraphy are more permissive for mineralization
within this significantly deformed rock package. Well defined drill targets,
based on stratigraphic, structural and lithogeochemical indicators, have been
identified from the work done so far.

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- 33 -

Table 1. Summary of Selected Intersections: Drillholes
MX5-01 to MX5-13.*



***** All widths are drill indicated.

Plan of Operation for fiscal 2006

An additional 2,000 m of NQ2 diamond drilling is recommended
toward the east of and topographically higher than the collars of MX5-01 to
MX5-13. The proposed drill program is designed to intersect the polymetallic
massive sulphide and barite lenses east, and in the footwall of, the 2250 Fault.
The filed portion of this program is expected to cost Cdn$315,000.

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- 34 -

Contingent on the success of this program, the stratigraphic
and structural relationships of other mineralized zones within this claim group
should be re-examined.

(3)      The Cariboo Properties,
British Columbia

Property

The Cariboo properties comprise 46 claims with expiry dates
ranging from November 27, 2005 to October 17, 2009.

Location and Access

The Giff, Naud, RS, Tin, Tisdall and TKL properties are located
approximately 85 kilometers east of Williams Lake, British Columbia. The
properties are accessible by road.

The Wasp and Anvil properties are located approximately 15
kilometers southeast of Tasekos Prosperity project, which is situated 130
kilometres southwest of Williams Lake, British Columbia. The properties are
accessible by road.

A map showing the locations of the Cariboo properties is
provided below.

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- 35 -



Geology

The properties are underlain by Triassic to Jurassic Nicola
Group sedimentary and volcanic rocks, intruded by late Triassic to Cretaceous
intrusive rocks. These rocks are known to host producing porphyry
copper-molybdenum deposits (Gibraltar mine) and porphyry copper-gold deposits
(Mt Polley mine).

Exploration in 2004 (Fiscal 2005)

The Company funded a helicopter-borne gamma ray spectrometric
and magnetic total field geophysical survey in 2004 through the Rocks to Riches
program (see B.C. Ministry of Energy and Mines Open File 2005-16). Amarc staked
its properties based on a combination of favourable geophysical signatures and
prospective geology.

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- 36 -

Plan of Operation for 2005 (Fiscal 2006)

A first phase ground program of geological, geochemical and
geophysical surveys is currently underway to define targets for drill testing.
If warranted, drilling will be scheduled to begin in the latter part of the
second quarter of fiscal 2006.

A geological reconnaissance will be performed on the Wasp and
Anvil properties to determine if geochemical and geophysical surveys are
warranted.

(4)      The Natlan Property,
British Columbia

Property

The Natlan property comprises 12 claims with expiry dates
ranging from August 11, 2005 to October 10, 2005.

Location and Access

The Natlan property is located 25 kilometers northeast of
Hazelton, British Columbia. The property is road accessible.

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

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- 37 -



Geology

The Natlan property is underlain by Early Jurassic to Late
Cretaceous Bowser Lake Group sedimentary rocks, intruded by late Cretaceous
Bulkley plutonic rocks. Numerous porphyry copper-gold-molybdenum systems have
been discovered in the Hazelton area, as well as higher grade, structurally
controlled silver, copper, lead and zinc deposits.

Exploration in 2004 (Fiscal 2005)

The Company performed a soil geochemical survey on the
property, the results of which feature a gold (and associated indicator
elements) geochemical anomaly.

---

- 38 -

Plan of Operation for 2005 (Fiscal 2006)

The Company plans to more accurately define the present gold
  anomaly with additional soil sampling. If warranted, the anomalous zone will
  be readied for drill testing beginning in the latter part of the second quarter
  of fiscal 2006.

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

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

OVERVIEW

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

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

THE FOLLOWING CRITICAL ACCOUNTING POLICIES AFFECT THE
COMPANY'S MORE SIGNIFICANT ESTIMATES AND ASSUMPTIONS USED IN PREPARING ITSCONSOLIDATED FINANCIAL STATEMENTS.

Canadian GAAP requires the Company to make estimates and
assumptions that affect the reported amounts of assets, liabilities, revenue and
expenses, and the related disclosure of contingent liabilities. The Company
bases its estimates on historical experiences and other assumptions that the
Company believes are reasonable in the circumstances. Actual results may differ
from these estimates. During the fiscal year ended March 31, 2005, the Company
did not adopt any new accounting policy that would have a material impact on the
consolidated financial statements, nor did the Company make changes to existing
accounting policies.

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- 39 -

Mineral property interests

The acquisition costs of mineral properties are deferred until
the properties are placed into production, sold or abandoned. These deferred
costs are amortized on a unit-of-production basis over the estimated useful life
of the related properties following the commencement of production or written
off if the properties are allowed to lapse or are abandoned. If the deferred
mineral property costs are determined not to be recoverable over the estimated
useful life or are less than estimated fair market value, the unrecoverable
portion is charged to earnings in that period.

Mineral property acquisition costs include the cash
consideration and the fair market value of common shares, based on the trading
price of the shares, on the date of issue or as otherwise provided under the
agreement terms for the mineral property interest. Costs for properties for
which the Company does not possess unrestricted ownership and exploration
rights, such as option agreements, are expensed in the period incurred or until
a feasibility study has determined that the property is capable of commercial
production.

Exploration costs and option payments are expensed in the
period incurred. Option payments which are solely at the Companys discretion
are recorded as they are made.

Administrative expenditures are expensed in the period
incurred.

Impairment of long-lived assets

The Company also reviews its long-lived assets for impairment
whenever events or changes in circumstances indicate that the carrying value of
an asset may not be recoverable. Recoverability of assets to be held and used is
measured by a comparison of the carrying amount of an asset to future net cash
flows expected to be generated by the asset. If the carrying amount of an asset
exceeds its estimated future cash flows, an impairment charge is recognized in
the amount by which the carrying amount of the asset exceeds the fair value of
the asset.

Asset retirement obligations

The Company records the fair value of an asset retirement
obligation as a liability in the period in which it incurs a legal obligation
associated with the retirement of tangible long-lived assets that result from
the acquisition, construction, development and/or normal use of the assets. The
Company also records a corresponding asset which is amortized over the life of
the asset. Subsequent to the initial measurement of the asset retirement
obligation, the obligation will be adjusted at the end of each period to reflect
the passage of time (accretion expense) and changes in the estimated future cash
flows underlying the obligation (asset retirement cost).

Share capital

The Company has historically acquired interests in mineral
properties by issuing its common stock as consideration or partial consideration
for acquisition. Common shares issued for mineral property interests are
recorded at the fair market value based upon the trading price of the shares on
the TSX Venture Exchange on the date of issue or as otherwise provided under the
agreement terms to issue the shares.

The Company has also issued common shares pursuant to
flow-through share financing agreements in order to finance exploration of
certain of the Company's Canadian mineral properties. The proceeds from

---

- 40 -

common shares issued pursuant to flow-through share financing
agreements are credited to share capital as the tax benefits of the exploration
expenditures incurred pursuant to these agreements are transferred to the
purchaser of the flow-through shares.

Share issue costs are deducted from share capital.

Marketable securities

The Companys marketable securities are recorded at the lower
of cost and estimated fair value.

US GAAP requires investments in available-for-sale securities
to be recorded at fair value in accordance with SFAS 115, Accounting for
Certain Investments in Debt and Equity Securities. Unrealized gains and
losses are recorded as other comprehensive income which is a separate component
of shareholders equity, except for declines in fair value that are determined
to be other than temporary. These declines in value are charged to the statement
of operations, which is consistent with the treatment prescribed under Canadian
GAAP for that occurrence.

US GAAP requires the Company to present comprehensive income
(loss) in accordance with SFAS 130, Reporting Comprehensive Income,
which establishes standards for the reporting and display of comprehensive
income (loss), its components and accumulated balances. Comprehensive income
(loss) comprises net income (loss) and all changes to shareholders equity
except those resulting from investments by owners and distributions to owners.
Canadian GAAP does not require the presentation of comprehensive income
(loss).

For the year ended March 31, 2005, certain marketable
securities held by the Company are considered available-for-sale securities and
the Company recorded a mark-to-market adjustment of $8,126 related to its
marketable securities investments for US GAAP purposes.

Stock-based compensation

With effect from April 1, 2002, the Company accounts for all
non-cash stock-based payments to non-employees, and employee awards that are
direct awards of shares, that call for settlement in cash or other assets, or
that are share appreciation rights which call for settlement by the issuance of
equity instruments, using the fair value method.

Under the fair value method, stock-based payments are measured
at the fair value of the consideration received, or the fair value of the equity
instruments issued, or liabilities incurred, whichever is more reliably
measurable. The fair value of non-cash stock-based payments is periodically
re-measured until counterparty performance is complete, and any change therein
is recognized over the period and in the same manner as if the Company had paid
cash instead of paying with or using equity instruments. The cost of non-cash
stock-based payments to service providers that are fully vested and
non-forfeitable at the grant date is measured and recognized at that date. For
awards that vest at the end of a vesting period, compensation cost is recognized
on a straight-line basis; for awards that vest on a graded basis, compensation
cost is recognized on a pro-rata basis over the vesting period.

The Company commenced recording non-cash stock-based payments
to employees using the fair value method on a prospective basis effective April
1, 2003. There has been no effect on any prior periods presented.

---

- 41 -

Consideration received by the Company upon the exercise of
share purchase options, and the stock-based compensation previously credited to
contributed surplus related to such options, is credited to share capital.

A.      RESULTS OF
OPERATIONS

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

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

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

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

The Company earns interest on cash and equivalents which
generally represent the proceeds of private placements that the Company has
completed pending use of these proceeds in its exploration and general and
administrative activities. Interest income increased to $242,862 in 2005 from
$74,590 in 2004, reflecting a higher level of the average cash on reserve during
2005 as compared to 2004. The Company paid interest of $92,502 on flow-through
shares issued in 2004.

The gain on sale of marketable securities was $81,554 in 2005,
a significant decrease in comparison to the gain of $2,052,596 in 2004. The gain
in 2004 resulted mainly from the sale of shares of Expatriate Resources Ltd. The
write down of marketable securities in fiscal 2005 totaled $1,667 (2004 -
$nil).

The Company incurs stock based compensation expenses as a
result of stock options grants to directors, officers, employees and eligible
consultants. Stock compensation expense attributable to exploration relates to
stock options granted to personnel engaged or employed in the Company's
exploration activities, including engineering, environmental, socioeconomic and
land and geological personnel. Stock option expense attributable to operations
and administration relates to personnel engaged in the

---

- 42 -

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

Year Ended March 31, 2004 (2004) versus Year Ended
March 31, 2003 (2003)

The Company had net income for 2004 of $831,135 compared to a
loss of $1,854,721 in 2003. The increase in income was related primarily to the
gain on marketable securities, which totaled $2,052,596. Excluding this gain and
stock based compensation expense of $407,363, expenses totaled $814,098 for 2004
as compared to $1,248,406 for 2003.

The gain on the sale of marketable securities in 2004 was the
result of sales of shares of Expatriate Resources Ltd. ($2,400,273) and
StrataGold Corporation ($260,900). In 2003, there was a write down of marketable
securities, totaling $581,010 relating to the Companys investment in Expatriate
Resources Ltd. Stock-based compensation increased to $407,363 in 2004 from
$5,805 in 2003 due primarily to (i) the increase in the Company's stock price,
and (ii) the granting of 2,253,000 options in October 2003. Interest income
increased to $74,590 in 2004 from $4,963 in 2003 due to greater funds on deposit
as a result of the financings undertaken during 2004.

Exploration expenses increased to $460,252 in 2004 from
$405,330 in 2003 due to increased activity by the Company, particularly during
the latter half of fiscal 2004. Of these costs, $24,206 was incurred on the Inde
Property in Mexico (mainly on site activities) and $436,046 on properties in
British Columbia. The main exploration costs were for geological wages
($287,284) and assays and analysis to assess and acquire BC properties. Most of
the costs in 2003 were related to drilling at the Inde Property.

Legal, accounting and audit decreased to $53,913 in 2004 from
$158,814 in 2003 due to more compliance-related work being done in-house. Office
and administration decreased to $28,468 in 2004 from $107,304 in 2003 due to
decreased activity in the Company. Salaries and benefits decreased to $140,619
from $272,965 in 2003 due to a decrease in wages for management attention and
staff support. Shareholder communication decreased to $21,495 in 2004 from
$126,193 in 2003 due to decreased activity by the Company. Trust and filing
increased by $32,365 to $43,915 from $11,550 in the previous year due to filing
fees paid for the private placements. Foreign exchange loss decreased to $9,621
in 2004 from $64,609 in 2003 due to the Company's increased focus in Canada,
which allowed the Company to hold less foreign funds.

B.      LIQUIDITY AND CAPITAL
RESOURCES

The Company had cash and cash equivalents of $7,335,379 and
working capital of $7,017,106 as at March 31, 2005, compared to cash and
equivalents of $13,724,673 and working capital of $13,870,641 as at March 31,
2004.

The Company did not have any long term liabilities as at March
31, 2005 or 2004 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 August 31, 2005, the Company had cash of approximately $4.5 million. The

---

- 43 -

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

Cash Used in Operating Activities

Cash used in operating activities increased to $7,414,974 in
2005, compared to $817,048 in 2004 and $1,257,105 in 2003. Cash used in
operating activities comprised primarily of exploration expenditures. The
increase in cash used in operating activities in 2005 compared to 2004 and 2003
is attributable primarily to Amarcs exploration programs 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 in
British Columbia.

Cash Used in Investing Activities

Cash used in investing activities was $146,410 in 2005,
compared to cash generated from investing activities of $2,528,717 in 2004. Cash
used in investing activities in 2005 was attributable to investments of $168,000
in mineral property interests in British Columbia and a subscription to a
private placement of $125,000. Cash used in 2005 was partially offset by
proceeds received from the sale of marketable securities of $146,590. Cash
generated from investing activities in 2004 was attributable to realization on
short-term investments; namely, the sale of common shares of Expatriate
Resources Ltd. and StrataGold Corporation.

Cash Flows from Financing Activities

Cash flows from financing activities were $1,172,090 in 2005,
compared to $12,003,155 in 2004 and $221,224 in 2003. Cash from financing
activities in each year were attributable to common shares and share purchase
warrants issued for cash.

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

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

In December 2003, the Company completed a private placement of
13,000,000 units at a price of $0.30 per unit of which 5,047,000 were
flow-through units and 7,953,000 were non flow-through units. Each unit
comprised of one common share and one share purchase warrant exercisable to
purchase a common share at a price of $0.34 for a two year period.

In December 2003, the Company also completed a private
placement of 8,002,084 units of which 4,397,906 were flow-through and 3,604,178
were non flow-through at a price of $0.55 per unit. Each unit comprised of one
common share and one share purchase warrant exercisable to purchase a common
share at a price of $0.60 for a one year period.

In March 2004, the Company completed a private placement of
2,000,000 units at a price of $0.75 per unit. Each unit was comprised of one
common share and one share purchase warrant. Each unit comprised of one common
share and one share purchase warrant redeemable for one common share at a price
of $0.85 for a one year period.

---

- 44 -

Cash from financing activities in 2003 included cash from the
completion of a private placement of 345,710 units at a price of $0.60 per unit
on August 2002. Each unit comprised of one common share and one share purchase
warrant. Each share purchase warrant entitles the holder to purchase an
additional common share at a price of $0.73 until December 2003.

Requirement of Financing

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

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

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

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

Financial Instruments

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

C.      Research
Expenditures

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

D.      Trend Information

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

The Company expect that expenditures will continue to increase
in 2006 with several exploration programs underway, as discussed in Items 4.B
and 4.D of this Annual Report. These expenditures will

---

- 45 -

result in a decrease in the Company's cash and working capital
position unless the Company complete further equity financings during 2006, of
which there is no assurance.

The trading prices of gold and copper have increased over the
past two years. The average gold price increased from US$364/oz in 2003 to
US$410/oz in 2004. The gold price has averaged approximately US$428/oz to mid
August 2005. Copper averaged US$0.81/lb in 2003, US$1.30/lb in 2004, and has
continued to increase in 2005, averaging approximately US$1.54/lb to mid
August.

E.      Off-Balance Sheet
Arrangements

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

F.      Tabular Disclosure of
Contractual Obligations

As at fiscal year end March 31, 2005, the Company had the
following contractual obligations:

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


G.      Safe Harbor

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

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- 46 -

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

A.      Directors and Senior
Management

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

Principal Occupation of Directors and Senior
Management

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

David J. Copeland, P.Eng. - Director

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

Mr. Copeland is, or was within the past
  years, an officer and/or director of the following public companies: Amarc
  Resources Ltd., Director (September 1995 to present); Anooraq Resources
  Corporation,Director (September 1996 to September 2004); Farallon Resources
  Ltd., Director (December 1995 to present); Great Basin Gold Ltd.,
  Director (February 1994 to present); Continental Minerals Corporation,
  Vice-President, Project Development (June 1989 to February 1996 and June 1997
  to June 1998) and Director (June 1989 to present); Northern Dynasty Minerals
  Ltd., Director (June 1996 to present); Taseko Mines Limited, Director
  (January 1994 to present) (including Director of Gibraltar Mines Ltd., a wholly
  owned subsidiary of Taseko Mines Limited); Casamiro Resources Corp.,
  Director (February 1995 to August 2002).

Scott D. Cousens - Director

Scott D. Cousens is a director of Hunter
  Dickinson Inc., a private company providing management, technical and financial
  services to a number of publicly traded companies.

Mr. Cousens focus for the past
  number of years has been the development of relationships within the international
  investment community. Substantial financings and subsequent corporate success
  has established strong ties with North American, European and Asian investors.
  In addition to financing initiatives he also oversees the corporate communications
  programs for the public companies which Hunter Dickinson Inc. provides services.

Mr. Cousens is, or was within the past
  years, an officer and/or director of the following public companies: Amarc
  Resources Ltd., Director (September 1995 to present); Anooraq Resources
  Corporation, Director (March 1994 to September 1994) and (September 1996
  to present); Farallon Resources Ltd.,

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- 47 -

Director (December 1995 to present);
  Great Basin Gold Ltd., Director (March 1993 to present); Continental
  Minerals Corporation, Director (June 1994 to present); Northern Dynasty
  Minerals Ltd., Director (June 1996 to present); Rockwell Ventures Inc.,
  Director (November 2000 to present); and Taseko Mines Limited, Director
  (October 1992 to present).

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

Robert A. Dickinson is an economic geologist
  who serves as a member of management of several mineral exploration companies,
  primarily those for whom Hunter Dickinson Inc. provides services. He holds a
  Bachelor of Science degree (Hons. Geology) and a Master of Science degree (Business
  Administration -Finance) from the University of British Columbia. Mr. Dickinson
  has also been active in mineral exploration over 36 years. He is a director
  of Hunter Dickinson Inc. He is also President and Director of United Mineral
  Services Ltd., a private investment company.

Mr. Dickinson is, or was within the
  past years, an officer and/or director of the following public companies: Amarc
  Resources Ltd., Director (April 1993 to present), Co-Chairman (September
  2000 to April 19, 2004) Chairman (April 20, 2004 to present), President (September
  1995 to September 2000), Chief Financial Officer (September 1995 to September
  1998) and Chief Executive Officer (September 1998 to September 2000); Anooraq
  Resources Corporation, Director (November 1990 to present), Co-Chairman
  (September 2000 to April 19, 2004) Chairman (April 20, 2004 to present), President
  (September 1996 to September 2000), Chief Financial Officer (September 1996
  to February 1999) and Chief Executive Officer (February 1999 to September 2000);
  Farallon Resources Ltd., Director (July 1991 to present), Co-Chairman
  (September 2000 to April 19, 2004) Chairman (April 20, 2004 to present) and
  Chief Executive Officer (December 1995 to September 2000); Great Basin Gold
  Ltd., Director (May 1986 to present), Co-Chairman (September 2000 to April
  19, 2004) Chairman (April 20, 2004 to present), President (May 1986 to September
  2000), Chief Executive Officer (November 1998 to September 2000), Chief Financial
  Officer (May 1986 to June 1998); Continental Minerals Corporation, Director
  (November 1995 to February 2001), Co-Chairman (September 2000 to April 19, 2004)
  Chairman (April 20, 2004 to present), President (November 1995 to September
  2000), Chief Financial Officer (June 1993 to June 1998), Chief Executive Officer
  (June 1998 to September 2000); Northern Dynasty Minerals Ltd., Director
  (June 1994 to present), Chief Executive Officer (May 1997 to November 2001),
  and Co-Chairman (September 2000 to April 19, 2004) Chairman (April 20, 2004
  to present); Rockwell Ventures Inc., Chairman and Director (November
  2000 to present); and Taseko Mines Limited, Director (January 1991 to
  present), Co-Chairman (September 2000 to present), President (January 1991 to
  September 2000), Chief Financial Officer (January 1991 to November 1998), Chief
  Executive Officer (November 1998 to September 2000), (including Co-Chairman
  and Director of Gibraltar Mines Ltd. a wholly owned subsidiary of Taseko Mines
  Limited).

Jeffrey R. Mason, BComm, CA  Chief Financial Officer,
  Secretary and Director

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

Mr. Mason is, or was within the past
  years, an officer and or director of the following public companies: Amarc
  Resources Ltd., Secretary and Director (September 1995 to present), Treasurer
  (September 1995 to September 1998) and Chief Financial Officer (September 1998
  to present); Anooraq Resources Corporation, Director (April 1996 to September
  2004), Treasurer (September 1996 to February 1999), Chief Financial Officer
  (February 1999 to present), Secretary (September 1996 to present); Farallon
  Resources Ltd., Secretary (December 1995 to present), Chief Financial Officer
  (December 1997 to

---

- 48 -

present) and Director (August 1994 to
  present); Great Basin Gold Ltd., Director (February 1994 to present),
  Secretary (February 1994 to present), Chief Financial Officer (June 1998 to
  present), Treasurer (February 1994 to June 1998); Continental Minerals Corporation,
  Secretary (November 1995 to present), Treasurer (November 1995 to June 1998),
  Chief Financial Officer (June 1998 to present) and Director (June 1994 to present);
  Northern Dynasty Minerals Ltd., Secretary (June 1996 to present), Director
  (June 1996 to present), Chief Financial Officer (June 1998 to present), Treasurer
  (May 1997 to June 1998); Rockwell Ventures Inc., Chief Financial Officer
  and Director (November 2000 to present); Taseko Mines Limited, Secretary
  (March 1994 to present), Chief Financial Officer (November 1998 to present),
  Director (March 1994 to present), and Treasurer (March 1994 to November 1998),
  and (including Chief Financial Officer, Secretary and Director of Gibraltar
  Mines Ltd., a wholly owned subsidiary of Taseko Mines Limited).

Ronald W. Thiessen, CA  Chief Executive Officer, President
  and Director

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

Mr. Thiessen is, or was within the past
  years, an officer and/or director of the following public companies: Amarc
  Resources Ltd., Director (September 1995 to present), President and Chief
  Executive Officer (September 2000 to present); Anooraq Resources Corporation,
  Director (April 1996 to present), President and Chief Executive Officer (September
  2000 to present); Farallon Resources Ltd., Director (August 1994 to present),
  President and Chairman (September 2000 to present); Great Basin Gold
  Ltd., Director (October 1993 to present), President and Chief Executive
  Officer (September 2000 to present); Continental Minerals Corporation(formerly
  Misty Mountain Gold Limited), Director (November 1995 to present), President
  and Chief Executive Officer (September 2000 to present); Northern Dynasty
  Minerals Ltd., President and Chief Executive Officer (November 2001 to present),
  Director (November 1995 to present); Rockwell Ventures Inc., President
  and Director (November 2000 to present); Taseko Mines Limited, Director
  (October 1993 to present), President and Chief Executive Officer (September
  2000 to July 2005), (including Director of Gibraltar Mines Ltd., a private mining
  company, which is a wholly owned subsidiary of Taseko Mines Limited.); Casamiro
  Resources Corp., President and Director (February 1990 to August 2002).

B.      Compensation

Compensation of Directors

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

Commencing January l, 2004, each director of the Company was
paid an annual directors fee of $2,400 ($600 paid quarterly) and an additional
fee of $600 for each directors meeting attended. Each director who was a member
of a committee, received a further $2,400 ($600 paid quarterly) for each
committee of which he or she was a member, and a further fee of $600 for each
committee meeting attended. This procedure was discontinued effective January 1,
2005 and no cash compensation is paid to directors in their capacity as
directors.

On September 30, 2004 each of the directors received options to
purchase 200,000 Shares at an exercise price of $0.60 per Share and expiring on
March 21, 2006 pursuant to the Company's share option plan.

---

- 49 -

Compensation of Senior Management

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

SUMMARY
        COMPENSATION TABLE(1)Name and Principal 
        Position
      Year
      Annual
        Compensation
      Long
        Term Compensation
      All Other 
        Compensation 
        ($)Salary 
        ($)
      Bonus 
        ($)
      Other Annual 
        Compensation 
        ($)
      Awards
      PayoutsSecurities 
        Under 
        Options/SARs 
        Granted 
        (#)
      Restricted 
        Shares or 
        Restricted  
        Share Units  
        ($)
      LTIP 
        Payouts 
        ($)Ronald W. Thiessen 
        Chief Executive 
        Officer, President
      2005
        
        2004 
        2003
      75,092
        
        18,268 
        35,674
      Nil
        
        Nil 
        Nil
      Nil
        
        Nil 
        Nil
      200,000
        
        200,000 
        0
      Nil
        
        Nil 
        Nil
      Nil
        
        Nil 
        Nil
      Nil
        
        Nil 
        NilJeffrey R. Mason 
        Chief Financial 
        Officer, Secretary
      2005
        
        2004 
        2003
      56,519
        
        14,054 
        29,069
      Nil
        
        Nil 
        Nil
      Nil
        
        Nil 
        Nil
      200,000
        
        200,000 
        0
      Nil
        
        Nil 
        Nil
      Nil
        
        Nil 
        Nil
      Nil
        
        Nil 
        NilRobert A. Dickinson 
        Chairman and 
        Director
      2005
        
        2004 
        2003
      20,771
        
        4,583 
        17,690
      Nil
        
        Nil 
        Nil
      Nil
        
        Nil 
        Nil
      200,000
        
        200,000 
        0
      Nil
        
        Nil 
        Nil
      Nil
        
        Nil 
        Nil
      Nil
        
        Nil 
        Nil


Notes:

(1) During the Companys financial year ended March, 31, 2005
the aggregate direct remuneration paid or payable to the Companys senior
officers by the Company and its subsidiaries, all of whose financial statements
are consolidated with those of the Company, was $145,665.

Share Options

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

---

- 50 -

The following share options were granted to the Named Executive
Officers during the financial year ended March 31, 2005:

Name
    SecuritiesUnderOptionsGranted(#)
    % of TotalOptionsGranted toEmployees inFinancial Year
    Exercise orBase Price($/Security)
    Market Value ofSecurities
      UnderlyingOptions on the Date ofGrant($/Security)
    Expiration DateRonald W. Thiessen
    200,000
    9.8%
    $0.60
    $0.60
    March 21, 2006Jeffrey R. Mason
    200,000
    9.8%
    $0.60
    $0.60
    March 21, 2006Robert A. Dickinson
    200,000
    9.8%
    $0.60
    $0.60
    March 21, 2006


The share options exercised by the Named Executive Officers
during the financial year ended March 31, 2005 and the values of such options at
the end of such year were as follows:

Name
    Securities Acquiredon Exercise(#)
    Aggregate ValueRealized($)
    Unexercised Optionsat
      FY-End(#)Exercisable/Unexercisable
    Value of Unexercisedin-the-Money Optionsat FY-End($)Exercisable/UnexercisableRonald W. Thiessen
    200,000
    $62,000
    200,000/Nil
    $Nil/NilJeffrey R. Mason
    200,000
    $62,000
    200,000/Nil
    $Nil/NilRobert A. Dickinson
    Nil
    Nil
    200,000/Nil
    $Nil/Nil


The value of the unexercised in-the-money options at the
financial year ended March 31, 2005 is nil.

No options were amended or re-priced during the financial year
ended March 31, 2005.

Pension Plans

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

C.      Board Practices

All directors were elected at the September 21, 2004 annual
general meeting. All directors have a term of office expiring at the next annual
general meeting of Amarc, and all officers have a term of office lasting until
their removal or replacement by the Board of Directors.

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

---

- 51 -

David J. Copeland, Scott D. Cousens and Ronald W. Thiessen are
members of the Companys audit committee. The audit committee is elected
annually by the directors of Amarc at the first meeting of the board held after
the Companys annual general meeting.

The purpose of the audit committee is to assist the Board of
Directors in its oversight of the integrity of the Companys financial,
accounting and reporting processes, in particular its financial statements and
other relevant public disclosures. It must ensure the Companys compliance with
legal and regulatory requirements relating to financial reporting, the external
auditors qualifications and independence and the performance of the internal
controls. The audit committee is responsible for the retention or termination of
the external auditors. The audit committee reviews the external audit plan and
the results of the audit, reviews with the external auditors any audit problems
or difficulties and managements response, approves all audit engagement fees
and terms and pre-approves all audit and permitted non-audit services to be
performed by the external auditors.

The audit committee also reviews all financial statements of
the Company prior to their publication and all audits and management discussions
and analysis, as well as considers the adequacy of the audit procedures,
recommends the appointment of independent auditors, reviews and approves
professional services to be rendered by them and reviews fees for audit
services.

The audit committee discusses with management the adequacy of
the Companys system of internal accounting and financial controls. The audit
committee has direct communication channels with the Companys external auditors
and legal advisors. The audit committee will establish procedures for the
receipt, retention and treatment of complaints regarding accounting, internal
controls or auditing matters, and for the confidential, anonymous submission by
employees of the Company of concerns regarding possibly questionable accounting
or auditing matters. The audit committee holds periodic meetings with the
external auditors without the presence of management. The mandate of the audit
committee empowers it to retain legal, accounting or other advisors at the
Companys expense, and requires the audit committee to evaluate the functioning
of the audit committee on an annual basis.

D.      Employees

At August 31, 2005, Amarc had no direct employees. Amarcs
administrative and exploration functions are primarily administered through
Hunter Dickinson Inc. (See Item 7 Major Shareholders and Related Party
Transactions).

E.      Share Ownership

Security Holdings of Directors and Senior Management (as at
August 31, 2005)

As at August 31, 2005, the directors and officers of Amarc and
their affiliates, directly and indirectly, own or control as a group an
aggregate of 6,824,417 common shares (14.2 %) and hold options to acquire
an additional 1,200,000 common shares. To the knowledge of the directors and
officers of Amarc, as at such date, there were no person or entity holding more
than 5% of the issued common shares of the Company.

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- 52 -

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

|                       |                 | As a Percentage  |           |          |               
|---------------------- | --------------- | ---------------- | --------- | -------- | --------------
|                       | Shares Owned    | of the Company's | Number of |          |               
|                       | or Beneficially | Common Shares    | Options   | Exercise |               
|Name(2)                | Controlled      | Outstanding      | Held      | Price    | Expiry Date   
|David J. Copeland      | 669,500         | 1.4%             | 200,000   | $0.60    | March 21, 2006
|Scott
      D. Cousens | 440,500         | 1.0%             | 200,000   | $0.60    | March 21, 2006
|Robert A. Dickinson(1) | 3,149,409       | 6.6%             | 200,000   | $0.60    | March 21, 2006
|Jeffrey R. Mason       | 1,396,000       | 2.9%             | 200,000   | $0.60    | March 21, 2006
|Ronald W. Thiessen     | 1,169,008       | 2.4%             | 200,000   | $0.60    | March 21, 2006
|Total                  | 6,824,417       | 14.2%            | 1,000,000 |          |               

Note:

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

Share Option Plan

As at August 31, 2005 an aggregate of 2,001,000 shares were
reserved for issuance pursuant to the Company's Share Option Plan, which
reserves up to 10% of the Company's outstanding common at any time for
issuance.

Material
  Terms of the Company's Current Share Option Plan

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

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

---

- 53 -

|(g) | the aggregate number of options granted to Insiders
        of the Company within a one year period may exceed 10% of the Company's
        outstanding listed shares; or           
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                     
|(h) | the number of options granted to any one Insider
        and such Insiders associates within a one year period may exceed
        5% of the Company's outstanding listed shares; or
|    |                                                                                                                                                                                     
|(i) | the Company may decrease the exercise price of options
        previously granted to Insiders.                                                                                      

In order to provide incentive to directors, officers,
employees, management and others who provide services to the Company, to act in
the best interests of the Company, the board approved and shareholders ratified,
a share option plan (the Rolling Plan) based on a rolling percentage of up to
10% of the Companys outstanding shares. As at August 31, 2005 there were
47,994,140 shares issued and outstanding. Pursuant to the Rolling Plan, as the
outstanding options are exercised and the issued and outstanding Shares of the
Company increases, the percentage of options available for granting to eligible
optionees will increase.

Material Terms of the Rolling Plan

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

(a) ****persons who are directors, officers, employees, consultants to the
  Company or its affiliates, or who are employees of a management company providing
  services to the Company are eligible to receive grants of options under the
  Rolling Plan;

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

(c) ****for stock options granted to employees or service providers (inclusive
  of management company employees), the Company must ensure that the proposed
  optionee is a bona fide employee or service provider (inclusive of a management
  company employee), as the case may be, of the Company or of any of its subsidiaries;

(d) ****if an optionee ceases to be employed by the Company (other than as
  a result of termination with cause) or ceases to act as a director or officer
  of the Company or a subsidiary of the Company, any option held by such optionee
  may be exercised within 90 days after the date such optionee ceases to be employed
  or act as an officer or director (30 days if the optionee is engaged in investor
  relations activities);

(e) ****the exercise price of the option is established by the board of directors
  at the time of the option is granted, subject to a the minimum exercise price
  of not less than the Market Price (as defined in the policies of TSX);

(f) ****no optionee can be granted an option or options to purchase more than
  5% of the outstanding listed shares of the Company in a one year period; and

(g)****
  subject to the policies of the TSX, the Rolling Plan may be amended without
  shareholder approval to:

(i) ****make amendments which are of a housekeeping or clerical
  nature only;

(ii) ****change
  the vesting provisions of an option;

---

- 54 -

(iii) ****change
  the termination provision of an option granted hereunder which does not entail
  an extension beyond the original expiry date of such option; and

(iv) ****make
  such amendments which reduce, and do not increase, the benefits of the Rolling
  Plan to service providers.

---

- 55 -

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

A.      Major Shareholders

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

As of August 31, 2005, Amarc had authorized unlimited common
shares without par value of which 47,994,140 were issued and outstanding.

The following table lists those persons who are known by Amarc
to beneficially own more than 5% of Amarcs common shares and the number of
shares beneficially owned by each such shareholder, each as of August 31,
2005:

|Shareholder                    | Number of Shares | Options | Warrants 
|------------------------------ | ---------------- | ------- | ---------
|CDS & Co.                      | 42,270,545       | 0       | 0        
|Cede & Co.                     | 2,817,106        | 0       | 0        
|Robert A.
      Dickinson (and | 3,149,409        | 200,000 | 2,937,000
|companies controlled by him)   |                  |         |          

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

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

As of August 31, 2005, to the best of the Companys
knowledge,

|              | Number of registered   |                  | Percentage of total
|------------- | ---------------------- | ---------------- | -------------------
|Location      | shareholders of record | Number of shares | shares             
|Canada        | 22                     | 44,863,034       | 93.5%              
|United States | 11                     | 3,030,306        | 6.4%               
|Other         | 2                      | 100,800          | 0.3%               
|TOTALS        | 35                     | 47,994,140       | 100.0%             

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

---

- 56 -

B.      Related Party
Transactions

Except as disclosed below, Amarc has not, since the beginning
of its last fiscal year ended March 31, 2005, and does not propose to:

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

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

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

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

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

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

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

Arrangements with Hunter Dickinson Inc.

The Company is party to the geological and administrative
services agreement with HDI dated for reference December 31, 1996, as described
under Item 4.B of this Annual Report. During the fiscal year ended March 31,
2005, the Company paid $1,779,538 to HDI for services and reimbursements of
third party disbursements pursuant to this agreement.

Rockwell Agreement

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

Taseko Mines Limited

In May 2005, the Company entered into an option agreement with
Taseko Mines Limited (Taseko), a public company with certain directors in
common with the Company, to earn a 50% interest in the Wasp and Anvil projects,
by incurring $150,000 of exploration expenditures over a two year period. The
Wasp

---

- 57 -

and Anvil projects are located approximately 15 kilometers
southeast of Tasekos Prosperity project, which is situated 130 kilometres
southwest of Williams Lake.

C.      Interests of Experts and
Counsel

Not applicable.

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

A.      Consolidated Statements and
Other Financial Information

Item 17 of this Form 20-F contains Amarcs audited annual
financial statements for the fiscal years ending March 31, 2005, 2004, and
2003.

Legal Proceedings

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

Dividend Policy

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

B.      Significant Changes

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

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

A.      Offer and Listing Details

Trading Markets

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

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

|       |  | TSX Venture Exchange
|------ |  | --------------------
|       |  | High                
|Fiscal |  | (Cdn$)              
|       |  |                     
|2005   |  | 0.75                
|2004   |  | 0.99                
|2003   |  | 0.89                
|2002   |  | 0.75                
|2001   |  | 1.00                

---

- 58 -

|         |  | TSX Venture Exchange
|-------- |  | --------------------
|         |  | High                
|Fiscal   |  | (Cdn$)              
|         |  |                     
|Q1, 2006 |  | 0.45                
|Q4, 2005 |  | 0.60                
|Q3, 2005 |  | 0.74                
|Q2, 2005 |  | 0.68                
|Q1, 2005 |  | 0.75                
|Q4, 2004 |  | 0.99                
|Q3, 2004 |  | 0.83                
|Q2, 2004 |  | 0.28                
|Q1, 2004 |  | 0.20                

|            |  | TSX Venture Exchange
|----------- |  | --------------------
|            |  | High                
|Month       |  | (Cdn$)              
|            |  |                     
|August 2005 |  | 0.40                
|July 2005   |  | 0.36                
|June 2005   |  | 0.37                
|May 2005    |  | 0.37                
|April 2005  |  | 0.45                
|March 2005  |  | 0.59                

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

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

|       |  | OTCBB
|------ |  | -----
|       |  | High 
|Fiscal |  | (US$)
|       |  |      
|2005   |  | 0.60 
|2004   |  | N/A  
|2003   |  | N/A  
|2002   |  | N/A  
|2001   |  | N/A  

|         |  | OTCBB
|-------- |  | -----
|         |  | High 
|Fiscal   |  | (US$)
|         |  |      
|Q1, 2006 |  | 0.38 
|Q4, 2005 |  | 0.49 
|Q3, 2005 |  | 0.58 
|Q2, 2005 |  | 0.60 
|Q1, 2005 |  | 0.58 

---

- 59 -

|         |  | OTCBB |  |      
|-------- |  | ----- |  | -----
|         |  | High  |  | Low  
|Fiscal   |  | (US$) |  | (US$)
|Q4, 2004 |  | N/A   |  | N/A  
|Q3, 2004 |  | N/A   |  | N/A  
|Q2, 2004 |  | N/A   |  | N/A  
|Q1, 2004 |  | N/A   |  | N/A  

|            |  | OTCBB
|----------- |  | -----
|            |  | High 
|Month       |  | (US$)
|            |  |      
|August 2005 |  | 0.32 
|July 2005   |  | 0.31 
|June 2005   |  | 0.31 
|May 2005    |  | 0.33 
|April 2005  |  | 0.38 
|March 2005  |  | 0.46 

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.

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

A.      Share Capital

Not applicable.

---

- 60 -

B.      Memorandum and Articles of
Association

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

In March 2004, the Company Act (British Columbia) (the
BCCA) was replaced by the Business Corporations Act (British Columbia)
(the BCA). All companies currently incorporated under the BCCA must complete a
transition application to the BCA by March 29, 2006. The directors of the
Company authorized the Company to file a transition application with the
Registrar of Companies and to comply with the BCA. Accordingly, the Company
filed a Notice of Articles on October 2, 2004. The BCA also permits the Company
increased flexibility in the provisions of its governing documents. The board of
directors has determined to propose to shareholders at the Companys next annual
general meeting scheduled to be held October 12, 2005 (the Meeting), the
adoption of a new form of Articles (the New Articles), to take advantage of
this increased flexibility. The following is a comparison of the terms of the
New Articles to the Existing Articles and some important provisions of the
BCA.

Pursuant the BCA the Company is permitted to have an unlimited
number of shares as its authorized capital. The alteration of the capital of the
Company required approval by a special resolution of the shareholders, being a
resolution passed by a majority of not less than three-quarters of the votes
cast by the shareholders who, being entitled to do so, voted in person or by
proxy at the general meeting of a company.

At the Meeting, shareholders will be asked to approve special
resolutions in order to alter the Notice of Articles of the Company such that
the maximum number of shares that the Company is authorized to issue will be
eliminated and, if the resolution is passed, the Company will be authorized to
issue an unlimited number of common shares without par value.

Under the BCA, every pre-existing company remains subject to
certain Pre-existing Company Provisions contained in the BCCA unless such
provisions are removed with the approval of the shareholders by way of special
resolution. Such Pre-existing Company Provisions include the following
provisions relevant to the Company:

| |  | The majority required
        to pass a special resolution is three-quarters of those votes cast at
        a properly constituted meeting of shareholders. Under the BCA a special
        resolution may be passed with a minimum two-thirds vote; and
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
|
| |   |                                                                                                                                                                                                                                                         
| |  | A repurchase or
        redemption of shares can only be offered pro-rata to all shareholders.
        This provision has been removed under the BCA.                                                                                                   
|

In order to take full advantage of the flexibility offered by
the BCA, the board of directors of the Company has proposed to remove the
Pre-existing Company Provisions in connection with the adoption by the Company
of a new form of Articles that incorporates provisions permitted under the BCA.
The removal of the Pre-existing Company Provisions will require the affirmative
vote of not less than three-quarters of the votes cast at the Meeting by
shareholders of the Company, present in person or by proxy.

The amendments to the Articles principally reflect the
provisions of the BCA which modernize British Columbia corporate legislation.
The New Articles do not include a number of provisions in the Existing Articles
that are now covered by the BCA to avoid the possibility of conflict or the
possibility of having to comply both with the statutory provision and a
corresponding but different provision in the Articles and include the use of the
new terminology adopted under the BCA. For example, members have

---

- 61 -

become shareholders and register of members has become
central securities register under the BCA. Most of these terminology and
wording changes are not discussed in detail here, as they reflect statutory
requirements that the Company cannot alter or amend or are largely housekeeping
matters.

Set out below is a discussion of certain changes proposed under
the New Articles. These proposed changes include substantive changes and changes
that are simply a result of changes under the BCA.

Borrowing Powers

Under the existing Articles, the Company may borrow money,
issue bonds, debentures and other debt obligations and mortgage, charge, or give
security on the undertaking, or on the whole or any part of the property and
assets, of the Company (both present and future). Under the BCA, companies are
now also permitted, without restriction (other than general corporate governance
principles), to guarantee repayment of money by any other person or the
performance of any obligation of any other person. This change reflects the
modernization of corporate legislation to effectively respond to increasingly
complex financial transactions that companies may enter into in the course of
their business. As a result, the New Articles provide that the Company may
guarantee the repayment of money by any other person or the performance of any
obligation of any other person. Such guarantees should permit the Company the
maximum flexibility in possible future financial transactions, recognizing the
duties directors have to ensure that the guarantee must always be in the best
interests of the Company.

Share Certificates

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

Indemnity Provisions

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

|1. | the party did not act honestly and in good faith
        with a view to the best interests of the Company;                                                   
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                              
|2. | the proceeding was not a civil proceeding and the
        party did not have reasonable grounds for believing that his or her conduct
        was lawful; and
|   |                                                                                                                                                              
|3. | the proceeding is brought against the party by the
        Company or an associated corporation.                                                             

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

---

- 62 -

Amendment of Articles and Notice of Articles re Share
Capital

The New Articles provide that the general authority required to
amend all provisions of the Companys Articles and the Notice of Articles
relating to the authorized share structure is a resolution of the directors and
the attachment of special rights and restrictions thereto, including any changes
therein, an ordinary resolution. Failing the adoption of the New Articles, the
BCA provides that such alterations would continue to require a special
resolution of shareholders. If the amendment prejudices or interferes with the
rights or special rights attached to any class of issued shares, by the
provisions of the BCA, the consent of the holders of that class of shares by a
special separate resolution is also required. Under the New Articles, a special
separate resolution, will be required to pass such resolutions needing a
majority of two-thirds rather than three-quarters of the votes cast.

Shareholders Meetings

In addition to reflecting the present notice and other
provisions of the BCA relating to shareholders meetings, the New Articles
provide that shareholders meetings may be held at such place as is determined
by the directors.

Officers

Under the Existing Articles, the Company was required to have
at least a President and Secretary as officers, and separate individuals were
required to hold those positions. In addition, the Chairman and President were
required to be directors. However, under the BCA, those requirements no longer
exist, and as a result, it is proposed that the New Articles remove these
requirements leaving the Company free to continue or discontinue these
practices.

Disclosure of Interest of Directors

Under the BCA, the provisions relating to the disclosure of
interest by directors have been revised and updated. As directors of the Company
are bound by these provisions, the New Articles have deleted reference to the
old disclosure of interest provisions contained in the BCCA and refer to the
provisions contained in the BCA.

Objects and Purposes

The companys New Articles, like its Existing Articles do not
specify objects or purposes. Under both the BCA and the predecessor BCCA, a
British Columbia corporation generally has all the legal powers of a natural
person. British Columbia corporations may not undertake certain limited business
activities such as operating as a trust company or railroad without alterations
to its form of articles and specific government consent.

Directors - Powers and Limitations

Amarcs New Articles and Existing Articles do not specify a
maximum number of directors. The minimum under British Columbia law for a public
company is three. The number of directors is fixed, annually, by shareholders at
the annual Shareholders meeting and all directors are elected at that time,
there are no staggered directorships. Under the BCA, directors are obligated to
abstain from voting on matters in which they may be financially interested after
disclosing in writing such interest. Directors compensation is not a matter on
which they must abstain. Directors must be of the age of majority (18), and meet
eligibility criteria including being mentally competent, not an un-discharged
bankrupt, no fraud related convictions in the previous five years and a majority
of directors must be ordinarily resident in

---

- 63 -

Canada. There is no mandatory retirement age either under the
New or the Existing Articles or under the BCA.

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

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

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

Changes to Rights of Common Shareholders

Under the Existing Articles, changes to the Articles require a
shareholders special resolution being a resolution passed by not less than
75% of the shares voted in person or by proxy at a duly convened shareholders
meeting. Some organic corporate changes including amalgamation with another
company, sale of substantially all of Amarcs assets, re-domiciling out of the
jurisdiction of British Columbia, creation of new classes of shares not only
require such 75% approval but generally also give rise to a dissent right which
is the right to be paid the fair value of the stockholders shares in cash if
the required special resolution is actually passed and Amarc elects to proceed
with the matter notwithstanding receipt of dissent notices. A notice of a
shareholders meeting at which such an organic change action is intended to be
considered must include a prominent notice of the dissent right. Dissent
provisions are governed by the BCA and not by the Articles of Amarc.

Shareholders Meetings

Shareholders meetings are governed by the Articles of Amarc but
many important shareholder protections are also contained in the Securities
Act (British Columbia) and the BCA. The New and Existing Articles provide
that Amarc will hold an annual shareholders meeting, will provide at least 21
days notice and will provide for certain procedural matters and rules of order
with respect to conduct of the meeting. The Securities Act (British
Columbia) and the BCA superimpose requirements that generally provide that
shareholders meetings require not less than a 60 day notice period from initial
public notice and that Amarc makes a thorough advanced search of intermediary
and brokerage registered shareholdings to facilitate communication with
beneficial shareholders so that meeting proxy and information materials can be
sent via the brokerages to unregistered but beneficial shareholders, The form
and content of

---

- 64 -

information circulars and proxies and like matters are governed
by the Securities Act. This legislation specifies the disclosure
requirements for the proxy materials and various corporate actions, background
information on the nominees for election for director, executive compensation
paid in the previous year and full details of any unusual matters or related
party transactions. Amarc must hold an annual shareholders meeting open to all
shareholders for personal attendance or by proxy at each shareholders
determination. The meeting must be held within 13 months of the previous annual
shareholders meeting and must present audited statements which are no more than
180 days old at such meeting.

Shares Fully Paid

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

Redemption

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

Pre-emptive Rights

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

Rights to Profits and Liquidation Rights

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

No Limitation on Foreign Ownership

There are no limitations under Amarcs New or Existing Articles
or in the BCA on the right of persons who are not citizens of Canada to hold or
vote common shares. (See also Exchange Controls.)

Dividends

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

Voting Rights

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

Change in Control

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

---

- 65 -

Insider Share Ownership Reporting

Neither the New nor the Existing Articles of Amarc require
disclosure of share ownership. Share ownership of director nominees must be
reported annually in proxy materials sent to Amarcs shareholders. There are no
requirements under British Columbia corporate law to report ownership of shares
of Amarc but the Securities Act (British Columbia) requires disclosure of
trading by insiders (generally officers, directors and holders of 10% of voting
shares) within 10 days of the trade. Controlling shareholders (generally those
in excess of 20% of outstanding shares) must provide seven days advance notice
of share sales.

Securities Act (British Columbia)

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

C.      Material Contracts

Amarcs material contracts as of August 31, 2005 are:

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

Item (a) above has been filed in previous years with the
Company's filings on Form 20-F. Items (b) through (e) above are attached as
Exhibits to this Form 20-F.

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.

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

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

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

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

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

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E.      Taxation

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

Material Canadian Federal Income Tax Consequences for
United States Residents

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

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

*****Dividends*

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

*****Disposition*

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

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income tax on the gain. The taxpayer's capital gain or loss
from a disposition of the share is the amount, in any, by which the proceeds of
disposition exceed (or are exceeded by) the aggregate of the adjusted cost base
and reasonable expenses of disposition. One-half of the capital gain is included
in income and one-half of the capital loss is deductible from capital gains
realized in the same year. Unused capital losses may carried back three taxation
years or forward indefinitely and applied to reduce capital gains realized in
those years. It should be noted that Canada requires a withholding tax on the
gross proceeds of a sale of taxable Canadian property by a non-resident. The
withholding tax may be reduced on completion of a Clearance Certificate request.
If the disposition of the share is subject to tax in Canada, the nonresident
must also file a Canadian income tax return reporting the disposition.

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

United States Tax Consequences

*****United States Federal Income Tax Consequences*

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

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

*****U.S. Holders*

As used herein, a U.S. Holder means a holder of common shares
of Amarc who is a citizen or individual resident of the United States, a
corporation or partnership created or organized in or under the laws of the
United States or of any political subdivision thereof, an estate whose income is
taxable in the United States irrespective of source or a trust subject to the
primary supervision of a court within the United States and control of a United
States fiduciary as described Section 7701(a)(30) of the Code. This summary does
not address the tax consequences to, and U.S. Holder does not include, persons
subject to specific provisions of federal income tax law, such as tax-exempt
organizations, qualified retirement plans, individual retirement accounts and
other tax-deferred accounts, financial institutions, insurance companies, real
estate investment trusts, regulated investment companies, broker-dealers,
non-resident alien individuals, persons or entities that have a functional
currency other than the U.S. dollar,

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shareholders subject to the alternative minimum tax,
shareholders who hold common shares as part of a straddle, hedging or conversion
transaction, and shareholders who acquired their common shares through the
exercise of employee stock options or otherwise as compensation for services.
This summary is limited to U.S. Holders who own common shares as capital assets
and the summary does not address the consequences to a person or entity holding
an interest in a shareholder or the consequences to a person of the ownership,
exercise or disposition of any options, warrants or other rights to acquire
common shares. In addition, this summary does not address special rules
applicable to United States persons (as defined in Section 7701(a)(30) of the
Code) holding common shares through a foreign partnership or to foreign persons
holding common shares through a domestic partnership.

*****Distribution on Common Shares of Amarc*

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

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

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

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

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withholding tax rules will be allowed as a refund or a credit
against the U.S. Holder's U.S. federal income tax liability, provided the
required information is furnished to the IRS.

*****Foreign Tax Credit*

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

*****Disposition of Common Shares of Amarc*

In general, U.S. Holders will recognize gain or loss upon the
sale of common shares of Amarc equal to the difference, if any, between (i) the
amount of cash 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:

*****Foreign Personal Holding Company*

If at any time during a taxable year more than 50% of the total
combined voting power or the total value of Amarc's outstanding shares is owned,
directly or indirectly (pursuant to applicable rules of constructive ownership),
by five or fewer individuals who are citizens or residents of the United States
and 60% or more of Amarc's gross income for such year is derived from certain
passive sources (e.g., from certain

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interest and dividends), Amarc may be treated as a foreign
personal holding company. In that event, U.S. Holders that hold common shares
would be required to include in gross income for such year their allocable
portions of such passive income to the extent Amarc does not actually distribute
such income. Amarc does not believe that it currently qualifies as a foreign
personal holding company. However, there can be no assurance that Amarc will not
be considered a foreign personal holding company for the current or any future
taxable year.

*****Foreign Investment Company*

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

*****Passive Foreign Investment Company*

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

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

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taxable year ends, regardless of whether such amounts are
actually distributed. A U.S. Holder's tax basis in the common shares will be
increased by any such amount that is included in income but not distributed.

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

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

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

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

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

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

---

- 74 -

increased by the amount of gain recognized. Under the Proposed
Treasury Regulations, an Electing U.S. Holder would not be taxed on certain
transfers of PFIC stock, such as gifts, exchanges pursuant to corporate
reorganizations, and transfers at death. The transferee's basis in this case
will depend on the manner of the transfer. In the case of a transfer by an
Electing U.S. Holder upon death, for example, the transferee's basis is
generally equal to the fair market value of the Electing U.S. Holder's common
shares as of the date of death under Section 1014 of the Code. The specific tax
effect to the U.S. Holder and the transferee may vary based on the manner in
which the common shares are transferred. Each U.S. Holder of Amarc is urged to
consult a tax advisor with respect to how the PFIC rules affect his or its tax
situation.

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

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

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

*****Controlled Foreign Corporation*

If more than 50% of the total combined voting power of all
classes of shares entitled to vote or the total value of the shares of Amarc is
owned, actually or constructively, by citizens or residents of the United
States, United States domestic partnerships or corporation, or estates or trusts
other than foreign estates or trusts (as defined by the Code Section
7701(a)(31)), each of which own, actually or constructively, 10% or more of the
total combined voting power of all classes of shares entitled to vote of Amarc
(United States Shareholder), Amarc could be treated as a controlled foreign
corporation (CFC) under Subpart F of the Code. This classification would
effect many complex results, one of which is the inclusion of certain income of
a CFC which is subject to current 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

---

- 75 -

these amounts. In addition, under Section 1248 of the Code,
gain from the sale or exchange of shares by a U.S. Holder of common shares of
Amarc which is or was a United States Shareholder at any time during the
five-year period ending on the date of the sale or exchange is treated as
ordinary income to the extent of earnings and profits of Amarc attributable to
the shares sold or exchanged. If a foreign corporation is both a PFIC and a CFC,
the foreign corporation generally will not be treated as a PFIC with respect to
United States Shareholders of the CFC. This rule generally will be effective for
taxable years of United States Shareholders beginning after 1997 and for taxable
years of foreign corporations ending with or within such taxable years of United
States Shareholders. Special rules apply to United States Shareholders who are
subject to the special taxation rules under Section 1291 discussed above with
respect to a PFIC. Because of the complexity of Subpart F, a more detailed
review of these rules is outside of the scope of this discussion. Amarc does not
believe that it currently qualifies as a CFC. However, there can be no assurance
that Amarc will not be considered a CFC for the current or any future taxable
year.

F.      Dividends and Paying
Agents

Not applicable.

G.      Statement by
Experts

Not applicable.

H.      Documents on
Display

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

I.      Subsidiary
Information

Not applicable.

|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
incurs certain of its exploration expenditures in South African rand, which has
ranged from 7.4 to 4.2 rand per Canadian dollar since January 2000. The Company
typically holds most of its funds in Canadian dollars and typically acquires
foreign currency on an as-needed basis and hence it is not significantly
affected by exchange rate risk..

(c)      Interest Rate Risk and
Equity Price Risk

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

---

- 76 -

(d)      Commodity Price
Risk

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

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

A.      Debt Securities

Not applicable.

B.      Warrants and Rights

Not applicable.

C.      Other Securities

Not applicable.

D.      American Depositary
Shares

Not applicable.

---

- 77 -

PART II



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

Not applicable.

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

Not applicable.

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

As required by Rule 13a-15 under the Securities Exchange Act
  of 1934 (the Exchange Act), the Company carried out an evaluation
  of the effectiveness of the design and operation of the Companys disclosure
  controls and procedures as of March 31, 2005. This evaluation was carried out
  under the supervision and with the participation of the Companys Chief
  Executive Officer, Ronald W. Thiessen, and the Companys Chief Financial
  Officer, Jeffrey R. Mason. Based upon that evaluation, the Companys Chief
  Executive Officer and Chief Financial Officer concluded that the Companys
  disclosure controls and procedures are effective in timely alerting management
  to material information relating to the Company required to be included in the
  Companys periodic SEC filings. There have been no significant changes
  in the Companys internal controls or in other factors that could significantly
  affect internal controls subsequent to the date the Company carried out its
  evaluation.

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

During the Companys most recently completed fiscal year ended
March 31, 2005, there were no changes in the Companys internal control over
financial reporting that have materially affected, or are reasonably likely to
affect, its internal control over financial reporting.

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

|(1) | Pertain to the maintenance of records that in reasonable
        detail accurately and fairly reflect the transactions and dispositions
        of the assets of the registrant;                            
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                             
|(2) | Provide reasonable assurance that transactions are
        recorded as necessary to permit preparation of financial statements in
        accordance with generally accepted accounting principles, and that

---

- 78 -

|    | receipts and expenditures of the registrant are being
        made only in accordance with authorizations of management and directors
        of the registrant; and                                                                   
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                        
|(3) | Provide reasonable assurance regarding prevention
        or timely detection of unauthorized acquisition, use or disposition of
        the registrants assets that could have a material effect on the
        financial statements.

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

A.      Audit Committee Financial
  Expert

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

B.      Code of Ethics

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

C.      Principal Accountant Fees
and Services

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

|                      |   | Year ended     |  |   | Year ended     | 
|--------------------- | - | -------------- |  | - | -------------- | 
|Services:             |   | March 31, 2005 |  |   | March 31, 2004 | 
|Audit Fees            | $ | 11,500         |  | $ | 9,000          | 
|Audit-Related Fees(1) |   | 375            |  |   |               | 
|Tax Fees              |   | 1,000          |  |   | 1,000          | 
|All Other Fees        |   |               |  |   |               | 
|                      | $ | 12,875         |  | $ | 10,000         | 

Note:

(1)****
Audit-Related Fees include services that are traditionally performed by the
auditor. These audit-related services include employee benefit audits, due
diligence assistance, accounting consultations on proposed transactions,
internal control reviews and audit or attest services not required by
legislation or regulation.

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

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- 79 -

D.      Exemptions from Listing
Standards for Audit Committees

Not applicable.

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

None.

PART III

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

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

|(1) | Auditors Report dated July 18, 2005;                                                                     
|--- | ----------------------------------------------------------------------------------------------------------
|    |                                                                                                           
|(2) | Consolidated Balance Sheets as at March 31, 2005 and 2004;                                                
|    |                                                                                                           
|(3) | Consolidated Statements of Operations and Deficit for the years ended
      March 31, 2005, 2004 and 2003;
|    |                                                                                                           
|(4) | Consolidated Statements of Cash Flows for the years ended March 31,
      2005, 2004 and 2003; and        
|    |                                                                                                           
|(5) | Notes to the Consolidated Financial Statements.                                                           

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

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

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

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

|Exhibit | Description                                                                                                                 
|------- | ----------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                             
|1.1     | Notice of Articles                                                                                                          
|        |                                                                                                                             
|4A      | Material agreement
      - Farmout Agreement with Rockwell Ventures Inc. dated November 2004                                
|
|        |                                                                                                                             
|4A      | Material agreement
      - Mineral Property Option Agreement between Amarc and EJB Enterprises dated
      January 2005     
|
|        |                                                                                                                             
|4A      | Material agreement
      - Mineral Property Option Agreement between Amarc and Eagle Plains Resources
      dated April 2005
|
|        |                                                                                                                             
|4A      | Material agreement
      - Mineral Property Option Agreement between Amarc and Taseko Mines dated
      May 2005            
|
|        |                                                                                                                             
|4C      | Amended Share Incentive
      Plan dated for reference September 21, 2004.                                                  
|        |                                                                                                                             
|11.1    | Code of Ethics                                                                                                              

---

- 80 -

|Exhibit | Description                                                                         
|------- | ------------------------------------------------------------------------------------
|        |                                                                                     
|12.1    | Certification
      pursuant to Rule 13a-14(A)/15d-14(A) of Chief Executive Officer.
|        |                                                                                     
|12.2    | Certification
      pursuant to Rule 13a-14(A)/15d-14(A) of Chief Financial Officer.
|        |                                                                                     
|13.1    | Certification
      pursuant to 18 U.S.C. Section 1350 of Chief Executive Officer.  
|        |                                                                                     
|13.2    | Certification
      pursuant to 18 U.S.C. Section 1350 of Chief Financial Officer.  
|        |                                                                                     
|99.1    | Audited Annual
      Financial Statements for the Fiscal Year Ended March 31, 2005  

---

- 81 -

SIGNATURES

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

AMARC RESOURCES LTD.

|/s/ Jeffrey R. Mason                            | 
|----------------------------------------------- | 
|JEFFREY R. MASON                                | 
|Director, Chief Financial Officer and Secretary | 
|                                                | 
|DATED: September 12, 2005                       | 

---