---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 20-F

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

OR

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

For the fiscal year endedMarch 31, 2014

OR

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

OR

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

For the transition period from _______________ to
_______________

Commission file number 0-49869

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

BRITISH COLUMBIA, CANADA(Jurisdiction
of incorporation or organization)

15th Floor, 1040 West Georgia StreetVancouver,
British Columbia, Canada, V6E 4H1(Address of principal
executive offices)

Paul Mann, Chief Financial OfficerFacsimile No.:
604-684-809215th Floor, 1040 West Georgia
StreetVancouver, British Columbia, Canada, V6E 4H1(Name, Telephone, E-mail and/or Facsimile number and Address of
Company Contact Person)

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

Title of Each Class: Not
applicableName of each exchange on which registered: Not applicable

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

Common shares with no par value

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

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

138,724,061 common shares as of March
  31, 2014

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

[  
  ] Yes      [X] No

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

[   ]
  Yes      [X] No

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

[X] Yes    
   [   ] No

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

[   ] Yes     
  [   ] No

---

- 2 -

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, or a non-accelerated filer. See
definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of
the Exchange Act. (check one):

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


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

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

If "Other" has been checked in response to the previous
question, indicate by check mark which financial statement item the registrant
has elected to follow:

Item 17 [   ]     
  Item 18 [   ]

If this is an annual report, indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

[   ] Yes      [X] No

---

- 3 -

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

|ITEM
      1   | IDENTITY
      OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS                        | 8 
|-------------- | ---------------------------------------------------------------------------------- | --
|               |                                                                                    |   
|ITEM
      2   | OFFER
      STATISTICS AND EXPECTED TIMETABLE                                      | 8 
|               |                                                                                    |   
|ITEM
      3   | KEY
      INFORMATION                                                              | 8 
|               |                                                                                    |   
|ITEM
      4   | INFORMATION
      ON THE COMPANY                                                   | 15
|               |                                                                                    |   
|ITEM
      4A  | UNRESOLVED
      STAFF COMMENTS                                                    | 22
|               |                                                                                    |   
|ITEM
      5   | OPERATING
      AND FINANCIAL REVIEW AND PROSPECTS                                 | 22
|               |                                                                                    |   
|ITEM
      6   | DIRECTORS,
      SENIOR MANAGEMENT AND EMPLOYEES                                   | 30
|               |                                                                                    |   
|ITEM
      7   | MAJOR
      SHAREHOLDERS AND RELATED PARTY TRANSACTIONS                            | 41
|               |                                                                                    |   
|ITEM
      8   | FINANCIAL
      INFORMATION                                                        | 43
|               |                                                                                    |   
|ITEM
      9   | THE
      OFFER AND LISTING                                                        | 44
|               |                                                                                    |   
|ITEM
      10  | ADDITIONAL
      INFORMATION                                                       | 45
|               |                                                                                    |   
|ITEM
      11  | QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                   | 58
|               |                                                                                    |   
|ITEM
      12  | DESCRIPTION
      OF SECURITIES OTHER THAN EQUITY SECURITIES                       | 58
|               |                                                                                    |   
|ITEM
      13  | DEFAULTS,
      DIVIDEND ARREARAGES AND DELINQUENCIES                              | 58
|               |                                                                                    |   
|ITEM
      14  | MATERIAL
      MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS | 58
|               |                                                                                    |   
|ITEM
      15  | CONTROLS
      AND PROCEDURES                                                      | 59
|               |                                                                                    |   
|ITEM
      16  | [RESERVED]                                                                         | 60
|               |                                                                                    |   
|ITEM
      16A | AUDIT
      COMMITTEE FINANCIAL EXPERT                                             | 60
|               |                                                                                    |   
|ITEM
      16B | CODE
      OF ETHICS                                                               | 60
|               |                                                                                    |   
|ITEM
      16C | PRINCIPAL
      ACCOUNTANT FEES AND SERVICES                                       | 60
|               |                                                                                    |   
|ITEM
      16D | EXEMPTIONS
      FROM LISTING STANDARDS FOR AUDIT COMMITTEES                       | 61
|               |                                                                                    |   
|ITEM
      16E | PURCHASES
      OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS       | 61
|               |                                                                                    |   
|ITEM
      16F | CHANGE
      IN REGISTRANT'S CERTIFYING ACCOUNTANT                                 | 61
|               |                                                                                    |   
|ITEM
      16G | CORPORATE
      GOVERNANCE                                                         | 61
|               |                                                                                    |   
|ITEM
      16H | MINE
      SAFETY DISCLOSURE                                                       | 61
|               |                                                                                    |   
|ITEM
      17  | FINANCIAL
      STATEMENTS                                                         | 62
|               |                                                                                    |   
|ITEM
      18  | FINANCIAL
      STATEMENTS                                                         | 62
|               |                                                                                    |   
|ITEM
      19  | EXHIBITS                                                                           | 62

---

- 4 -

GENERAL

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

The Company uses the Canadian Dollar as its reporting currency.
All references in this document to "Dollars" or "$" are expressed in Canadian
Dollars ("CAD", "C$"), unless otherwise indicated. See also Item 3  Key Informationfor more detailed currency and
conversion information.

Except as noted, the information set forth in this Annual
Report is as of July 11, 2014 and all information included in this document
should only be considered correct as of such date.

GLOSSARY OF TERMS

Certain terms used herein are defined as follows:

Epithermal Deposit
    Gold, gold-silver or silver, some also include important
      base metals, occurring as narrow vein to large low grade disseminated
      deposits.Induced Polarization ("IP") Survey
    A geophysical survey used to identify a feature that
      appears to be different from the typical or background survey results when
      tested for levels of electro-conductivity; IP detects both chargeable,
      pyrite-bearing rock and non-conductive rock that has a high content of
      quartz.Mineral Reserve
    Securities and Exchange Commission Industry Guide 7 -
      Description ofProperty by Issuers Engaged or to be Engaged in
      Significant MiningOperations(under the United States
      Securities Exchange Act of 1934, as amended) 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.Mineral Reserve(continued)
    As a reporting issuer under the Securities Acts of
      British Columbia and Alberta, the Company is subject to National
      Instrument 43-101 - Standardsof Disclosure for Mineral Projectsof the Canadian Securities Administrators. Securities and Exchange
      Commission Industry Guide 7, as interpreted by Securities and Exchange
      Commission Staff, applies standards that are different from those
      prescribed by National Instrument 43-101 in order to classify
      mineralization as a reserve. Under the standards of the Securities and
      Exchange Commission, mineralization may not be classified as a "reserve"
      unless the determination has been made that the mineralization could be
      economically and legally produced or extracted at the time the reserve
      determination is made. Among other things, all necessary permits would be
      required to be in hand or issued imminently in order to classify
      mineralized material as reserves under Securities and Exchange Commission
      Industry Guide 7. Accordingly, mineral reserve estimates established in
      accordance with National Instrument 43-101 may not qualify as "reserves"
      under SEC standards. The Company does not currently have any mineral
      deposits that have been classified as reserves.


---

- 5 -

Mineral Resource
    National Instrument 43-101 adopts definitions of the
      Canadian Institute of Mining, Metallurgy and Petroleum. A "Mineral
      Resource" is a concentration or occurrence of solid material of economic
      interest (such as diamonds, base and precious metals, coal, and industrial
      minerals) in or on the Earths crust in such form, grade or quality and
      quantity that there are reasonable prospects for eventual economic
      extraction. The location, quantity, grade or quality, continuity and other
      geological characteristics of a Mineral Resource are known, estimated or
      interpreted from specific geological evidence and knowledge, including
      sampling. Modifying Factors are considerations used to convert Mineral
      Resources to Mineral Reserves and include, but are not restricted to,
      mining, processing, metallurgical, infrastructure, economic, marketing,
      legal, environmental, social and governmental factors. Mineral
      Resources are sub-divided into Inferred, Indicated and Measured
      categories. An Inferred Mineral Resource has a lower level of confidence
      than an Indicated Mineral Resource and an Indicated Mineral Resource has a
      lower level of confidence than a Measured Mineral Resource. It cannot be
      assumed that all or any part of Measured Mineral Resources, Indicated
      Mineral Resources, or Inferred Mineral Resources will ever be upgraded to
      a higher category. It also cannot be assumed that any part of any reported
      Measured Mineral Resources, Indicated Mineral resources, or Inferred
      Mineral Resources is economically or legally mineable. Further, in
      accordance with Canadian rules, estimates of Inferred Mineral Resources
      cannot form the basis of pre-feasibility or feasibility studies, or in
      Life of Mine plans and cash flow models of developed mines; and can only
      be used in economic studies as provided under National Instrument 43-101.


---

- 6 -

Mineral Resource (continued)
    (1) 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 sampling. Geological evidence is
      sufficient to imply but not verify geological and grade or quality
      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) 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 sufficient confidence
      to allow the application of Modifying Factors in sufficient detail to
      support mine planning and evaluation of the economic viability of the
      deposit. Geological evidence is derived from adequately detailed and
      reliable exploration and testing and is sufficient to assume geological
      and grade or quality continuity between points of observation. The nature,
      quality, quantity and distribution of data are such as to allow confident
      interpretation of the geological framework and to reasonably assume the
      continuity of mineralization.
      (3) A Measured Mineral Resource is that part of a Mineral
      Resource for which quantity, grade or quality, densities, shape, and
      physical characteristics can be estimated with sufficient confidence to
      allow the application of Modifying Factors to support mine planning and
      evaluation of the economic viability of the deposit. Geological evidence
      is derived from adequately details and reliable exploration and testing
      and is sufficient to assume geological and grade or quality continuity
      between points of observation. The nature, quality, quantity and
      distribution of data are such that the tonnage and grade or quality of the
      mineralization can be estimated to within close limits and that variation
      from the estimate would not significantly affect potential economic
      viability of the deposit.
      Industry Guide 7  Description of Property by Issuers
      Engaged or to be Engaged in Significant Mining Operationsof
      the Securities and Exchange Commission does not define or recognize
      resources. In addition, disclosure of resources using "contained ounces"
      is permitted under Canadian regulations; however, the SEC only permits
      issuers to report mineralization that does not qualify as a reserve as in
      place tonnage and grade without reference to unit measures.
      As used in this Form 20-F, "resources" are as defined in
      National Instrument 43-101. For the above reasons, information in the
      Company's publicly- available documents containing descriptions of the
      Company's mineral deposits may not be comparable to similar information
      made public by U.S. companies subject to the reporting and disclosure
      requirements under the United States federal securities laws and the rules
      and regulations thereunder.Mineral Symbols
    As  arsenic; Au  gold; Ag  silver; Cu  copper; Fe 
      iron; Hg  mercury; Mo  molybdenum; Na  sodium; Ni  nickel; O  oxygen;
      Pd  palladium; Pt  platinum; Pb  lead; S  sulphur; Sb  antimony; Zn 
      zinc.Net Smelter Return (NSR)
    Monies received for concentrate delivered to a smelter
      net of metallurgical recovery losses, transportation costs, smelter
      treatment-refining charges and penalty charges.Porphyry Deposit
    Mineral deposit characterized by widespread disseminated
      or veinlet-hosted sulphide mineralization, characterized by large tonnage
      and moderate to low grade.Skarn Deposit
    Mineral deposit most commonly formed at the contact zone
      between granitic intrusions and carbonate sedimentary rocks.Sulphide
    A compound of sulphur with another element, typically a
      metallic element or compound.Vein
    A tabular or sheet-like mineral deposit with identifiable
      walls, often filling a fracture or fissure.


---

- 7 -

CURRENCY AND MEASUREMENT

All currency amounts in this Annual Report are stated in
Canadian Dollars unless otherwise indicated. Approximate conversion of metric
units into imperial equivalents is as follows:

Metric Units
    Multiply by
    Imperial Unitshectares
    2.471
    = acresmeters
    3.281
    = feetkilometers
    3281
    = feetkilometers
    0.621
    = milesgrams
    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". Any statements that are not statements
of historical facts may be deemed to be forward-looking statements. These
statements appear in a number of different places in this Annual Report and, in
some cases, can be identified by words such as "anticipates", "estimates",
"projects", "expects", "intends", "believes", "plans", or their negatives or
other comparable words. The forward-looking statements, including the statements
contained in Item 3.D "Risk Factors", Item 4.B "Business
Overview", Item 5 "Operating and
Financial Review and Prospects"and Item 11 "Quantitative and Qualitative Disclosures About Market
Risk", involve known and unknown risks, uncertainties
and other factors which may cause the Company's actual results, performance or
achievements to be materially different from any future results, performance or
achievements that may be expressed or implied by such statements.
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 forward-looking statements are not
guarantees. The risks and uncertainties that could cause the Company's actual
results to differ materially from those expressed or implied by the
forward-looking statements 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.

---

- 8 -

STATUS AS AN EMERGING GROWTH COMPANY

The Company is an "emerging growth company" as defined in
section 3(a) of the Exchange Act, and the Company will continue to qualify as an
"emerging growth company" until the earliest to occur of: (a) the last day of
the fiscal year during which the Company has total annual gross revenues of
US$1,000,000,000 (as such amount is indexed for inflation every 5 years by the
SEC) or more; (b) the last day of the Company's fiscal year following the fifth
anniversary of the date of the first sale of common equity securities pursuant
to an effective registration statement under the Securities Act; (c) the date on
which the Company has, during the previous 3-year period, issued more than
US$1,000,000,000 in non-convertible debt; or (d) the date on which the Company
is deemed to be a "large accelerated filer", as defined in Exchange Act Rule
12b2. Therefore, the Company expects to continue to be an emerging growth
company for the foreseeable future.

Generally, a registrant that registers any class of its
securities under section 12 of the Exchange Act is required to include in the
second and all subsequent annual reports filed by it under the Exchange Act, a
management report on internal control over financial reporting and, subject to
an exemption available to registrants that are neither an "accelerated filer" or
a "larger accelerated filer" (as those terms are defined in Exchange Act Rule
12b-2), an auditor attestation report on management's assessment of internal
control over financial reporting. However, for so long as the Company continues
to qualify as an emerging growth company, the Company will be exempt from the
requirement to include an auditor attestation report in its annual reports filed
under the Exchange Act, even if it were to qualify as an "accelerated filer" or
a "larger accelerated filer". In addition, auditors of an emerging growth
company are exempt from the rules of the Public Company Accounting Oversight
Board requiring mandatory audit firm rotation or a supplement to the auditor's
report in which the auditor would be required to provide additional information
about the audit and the financial statements of the registrant (auditor
discussion and analysis).

The Company has irrevocably elected to comply with new or
revised accounting standards even though it is an emerging growth company.

ITEM
1            
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

A.          
DIRECTORS AND SENIOR MANAGEMENT

Not applicable.

B.           ADVISERS

Not applicable.

C.           AUDITORS

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 for the fiscal
years ended March 31, 2014, 2013, 2012 and 2011. The data should be read in
conjunction with the Company's audited financial statements for the fiscal years
ended March 31, 2014 and 2013 included as an exhibit in this annual report.

The following table is derived from the financial statements of
the Company which have been prepared in accordance with and using accounting
policies in full compliance with International Financial Reporting Standards
("IFRS") and International Accounting Standards ("IAS") issued by the
International Accounting Standards Board ("IASB"), and interpretations of the
International Financial Reporting Interpretations Committee ("IFRIC"), effective
for the Company's fiscal years ended March 31, 2014, 2013, 2012 and 2011.

---

- 9 -

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

Statements of Financial Position Data

|($ 000s)            |   | 2014    |   |   | 2013    |   |   | 2012    |   |   | 2011    |  
|-------------------- | - | ------- | - | - | ------- | - | - | ------- | - | - | ------- | -
|Equipment, net       | $ |        |   | $ | 1       |   | $ | 2       |   | $ | 28      |  
|Total assets         |   | 5,306   |   |   | 7,644   |   |   | 18,176  |   |   | 9,550   |  
|Total liabilities    |   | 105     |   |   | 460     |   |   | 961     |   |   | 660     |  
|Working capital      |   | 4,840   |   |   | 5,633   |   |   | 16,224  |   |   | 7,520   |  
|Share capital        |   | 58,761  |   |   | 58,756  |   |   | 58,741  |   |   | 45,482  |  
|Reserves             |   | 5,103   |   |   | 4,937   |   |   | 4,558   |   |   | 1,918   |  
|Accumulated deficit  |   | (58,664 | ) |   | (56,509 | ) |   | (46,083 | ) |   | (38,510 | )
|Net assets           |   | 5,201   |   |   | 7,184   |   |   | 17,216  |   |   | 8,890   |  
|Shareholders' equity |   | 5,201   |   |   | 7,184   |   |   | 17,216  |   |   | 8,890   |  

Statements of Comprehensive Loss Data

|($ 000s, except
      per share amounts and number of shares) |   | 2014        |   |   | 2013        |   |   | 2012        |   |   | 2011       |  
|-------------------------------------------------------------- | - | ----------- | - | - | ----------- | - | - | ----------- | - | - | ---------- | -
|Interest and other income                                      | $ | (69         | ) | $ | (129        | ) | $ | (83         | ) | $ | (63        | )
|General and administrative expenses                            |   | 1,306       |   |   | 1,823       |   |   | 1,752       |   |   | 1,273      |  
|Exploration expenditures                                       |   | 1,095       |   |   | 8,422       |   |   | 6,660       |   |   | 5,484      |  
|Share-based payments                                           |   | 103         |   |   | 434         |   |   | 800         |   |   |           |  
|Other                                                          |   | (280        | ) |   | 6           |   |   | (147        | ) |   | 47         |  
|Gain on sale of mineral property                               |   |            |   |   |            |   |   | (679        | ) |   |           |  
|Flow-through shares premium                                    |   |            |   |   | (130        | ) |   | (730        | ) |   | (275       | )
|Net loss for the year                                          |   | 2,155       |   |   | 10,426      |   |   | 7,573       |   |   | 6,466      |  
|Other comprehensive loss (income)                              |   | (63         | ) |   | 55          |   |   | (15         | ) |   | (68        | )
|Total
      comprehensive loss                                 |   | 2,092       |   |   | 10,481      |   |   | 7,558       |   |   | 6,398      |  
|                                                               |   |             |   |   |             |   |   |             |   |   |            |  
|Basic and diluted net loss per share                           | $ | 0.02        |   | $ | 0.08        |   | $ | 0.07        |   | $ | 0.07       |  
|Weighted average number of common shares outstanding           |   | 138,644,883 |   |   | 138,602,746 |   |   | 102,759,226 |   |   | 89,132,492 |  

Pursuant to SEC Release No. 33-8879 "Acceptance from Foreign
Private Issuers of Financial Statements Prepared in Accordance with
International Reporting Standards without Reconciliation to U.S. GAAP", the
Company includes selected financial data prepared in compliance with IFRS
without reconciliation to U.S. GAAP.

Currency and Exchange Rates

On July 11, 2014, the rate of exchange of the Canadian Dollar,
based on the daily noon rate in Canada as published by the Bank of Canada, was
US$1.00 = Canadian $1.072. Exchange rates published by the Bank of Canada are
available on its website, www.bankofcanada.ca,
are nominal quotations  not buying or selling rates  and are intended for
statistical or analytical purposes.

The following tables set out the exchange rates, based on the
daily noon rates in Canada as published by the Bank of Canada for the conversion
of Canadian Dollars into U.S. Dollars.

For year ended March 31(Canadian Dollar per U.S. Dollar)2014
    
    
    2013
    
    
    2012
    
    
    2011
    
    
    2010End of period
    $
    1.1053
    
    $
    1.0156
    
    $
    0.9991
    
    $
    0.9718
    
    $
    1.0156Average for the period
    $
    1.0533
    
    $
    1.0013
    
    $
    0.9930
    
    $
    1.0197
    
    $
    1.1240High for the period
    $
    1.1251
    
    $
    1.0418
    
    $
    1.0604
    
    $
    1.0778
    
    $
    1.2643Low for the period
    $
    1.0023
    
    $
    0.9710
    
    $
    0.9449
    
    $
    0.9686
    
    $
    1.0113


---

- 10 -

Monthly High and
      Low Exchange Rate (Canadian Dollar per U.S. Dollar)High
    
    
    LowJuly 2014 (to July 11, 2014)
    
    $ 1.0720
    
    
    $ 1.0634June 2014
    
    $ 1.0937
    
    
    $ 1.0676May 2014
    
    $ 1.0973
    
    
    $ 1.0837April 2014
    
    $ 1.1042
    
    
    $ 1.0903March 2014
    
    $ 1.1251
    
    
    $ 1.0966


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

The Company Does Not Currently Have Any Properties On Which
Mineral Reserves Have Been Outlined.

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 is no certainty that the expenditures to be
made by Amarc in the exploration of the Company's mineral properties will result
in discoveries of commercially recoverable quantities of ore. There can be no
assurance that a commercially mineable ore body exists on any of the Company's
properties.

The Exploration for and Development of Mineral Deposits
Involves Significant Risks.

It is impossible to ensure that the current exploration
programs planned by Amarc will result in a profitable commercial mining
operation. Resource exploration is a speculative business and involves a high
degree of risk. 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.

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

The Company may be subject to land claims by aboriginal groups.
Some of Amarc's properties are located near First Nations communities, and the
exploration and development of these properties may be subject to aboriginal
rights and title, and opposition by First Nations communities.

If it is determined that First Nations have aboriginal rights
in the area the Company would enter into consultation with them and potentially,
agreements generally referred to as Impact Benefits Agreements ("IBA") would be
negotiated if a project entered into the development stage.

---

- 11 -

The Company may be required to enter into IBAs or other
agreements with such First Nations in order to explore or develop properties,
which may reduce expected earnings from future production.

Even If Exploration Efforts Are Successful, Significant
Capital Investment Will Be Required To Achieve Commercial Production.

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. Therefore, even if
exploration efforts are successful, significant capital investment will be
required to achieve commercial production. Among other things, it will be
necessary to complete final comprehensive feasibility studies and, possibly,
further associated exploration and other work that concludes a potential mine is
likely to be economically viable. In order to carry out exploration and
development programs of any economic ore body and place it into commercial
production, the Company will be required to raise substantial additional
funding.

As the Company Does Not Have Revenues, the Company Will Be
Dependent Upon Future Financings To Continue the Company's Plan of Operation.

Amarc has not generated any significant revenues since
inception. The Company's plan of operations involves the completion of
exploration programs 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 any mineral resources that the Company is able to
extract.

The Loss of Management or Other Key Personnel Could Harm the
Company's Business.

The Company's success depends on its management and other key
personnel. The loss of the services of one or more of such key personnel could
have a material adverse effect on the Company's business. The Company's ability
to execute its plan of operations, and hence its success, will depend in large
part on the efforts of these individuals. The Company cannot be certain that it
will be able to retain such personnel or attract a high caliber of personnel in
the future.

The Company Has A History of Losses and No Foreseeable
Earnings.

Amarc has a history of losses and expects to incur losses in
the foreseeable future. There can be no assurance that the Company will ever be
profitable. The Company anticipates that the Company will retain any 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 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, 2014 the Company had working capital of
approximately $4.8 million, the costs required to complete exploration and
development of the Company's projects may be well in excess of this amount.
Accordingly, unless additional funding is obtained, the going concern assumption
may have to change. If Amarc is unable to obtain adequate additional financing,
the Company will be required to curtail operations and exploration activities.
Furthermore, failure to continue as a going concern would require that Amarc's
assets and liabilities be restated on a liquidation basis which could differ
significantly from the going concern basis.

A Substantial or Extended Decline In the Prices of the
Minerals for Which the Company Explores Would Have A Material Adverse Effect On
the Company's Business.

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

| | Sales or leasing of gold by
      governments and central banks;
|- | ----------------------------------------------------------------

---

- 12 -

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

In addition, sustained low metal prices can:

| | Reduce revenues further through production cutbacks due
      to cessation of the mining of deposits or portions of deposits that have
      become uneconomic at the then-prevailing gold or copper price;
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                            
| | Halt or delay the exploration or development of existing
      or 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 current exploration activities are, and any future
mining operations will be, 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. Future mining operations will also be subject to hazards such as
equipment failure or failure of retaining dams which may result in environmental
pollution and consequent liability. Although precautions to minimize risk in
accordance with industry standards will be taken, such hazards and risks cannot
be completely eliminated. Such occurrences could have a material adverse effect
on the Company's business and results of operation and financial condition.

The Company's Business Could Be Adversely Affected By
Government Regulations Related To Mining.

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

Although the Company Has No Reason To Believe That the
Existence and Extent of Any of the Company's Properties Is In Doubt, Title To
Mining Properties Is Subject To Potential Claims By Third Parties Claiming An
Interest In Them.

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

---

- 13 -

The Company Is Not Able To Obtain Insurance for Many of the
Risks That the Company Faces.

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

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

The Company May Be Dependent On Joint Venture Partners for
the Development of Certain of the Company's Properties.

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

The Industry In Which the Company Operates Is Highly
Competitive.

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

The Company's Share Price Has Historically Been Volatile.

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

Amarc's Directors and Officers Are Part-Time and Serve As
Directors and Officers of Other Companies.

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

---

- 14 -

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 exploration and development of the various mineral properties
in which the Company holds interests is dependent upon the Company's ability to
obtain financing through debt financing, equity financing or other means - the
availability of which, on terms acceptable to the Company, cannot be assured.

If the Company Raises Additional Funding Through Equity
Financings, Then the Company's Current Shareholders Will Suffer Dilution.

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

Amarc's Status As a Passive Foreign Investment Company Has
Consequences for U.S. Investors.

The Company believes it is likely a "passive foreign investment
company" which may have adverse U.S. federal income tax consequences for U.S.
shareholders.

U.S. shareholders should be aware that the Company believes it
was classified as a passive foreign investment company ("PFIC") during the tax
year ended March 31, 2014, and may be a PFIC in future tax years. If the Company
is a PFIC for any year during a U.S. shareholder's holding period, then such
U.S. shareholder generally will be required to treat any gain realized upon a
disposition of common shares, or any so-called "excess distribution" received on
its common shares, as ordinary income, and to pay an interest charge on a
portion of such gain or distributions, unless the shareholder makes a timely and
effective "qualified electing fund" election ("QEF Election") or a
"mark-to-market" election with respect to the common shares. A U.S. shareholder
who makes a QEF Election generally must report on a current basis its share of
the Company's net capital gain and ordinary earnings for any year in which the
Company is a PFIC, whether or not the Company distributes any amounts to its
shareholders. However, U.S. shareholders should be aware that there can be no
assurance that the Company will satisfy record keeping requirements that apply
to a qualified electing fund, or that the Company will supply U.S. shareholders
with information that such U.S. shareholders require to report under the QEF
Election rules, in the event that the Company is a PFIC and a U.S. shareholder
wishes to make a QEF Election. Thus, U.S. shareholders may not be able to make a
QEF Election with respect to their common shares. A U.S. shareholder who makes
the mark-to-market election generally must include as ordinary income each year
the excess of the fair market value of the common shares over the taxpayer's
basis therein. This paragraph is qualified in its entirety by the discussion
below under the heading "Certain United States Federal Income Tax
Considerations." Each U.S. shareholder should consult its own tax adviser
regarding the PFIC rules and the U.S. federal income tax consequences of the
acquisition, ownership, and disposition of common shares.

The Company's Shareholders Could Face Significant Potential
Equity Dilution.

As of July 11, 2014, Amarc had approximately 5,144,800 million
share purchase options outstanding. Amarc has a share purchase option plan which
allows the management to issue options to its employees and non-employees based
on the policies of the Company. If further options are issued, they will likely
act as an upside damper on the trading range of the Company's shares. As a
consequence of the passage of time since the date of their original sale and
issuance, none of the Company's shares remain subject to any hold period
restrictions in Canada or the United States. The unrestricted resale of
outstanding shares from the exercise of dilutive securities may have a
depressing effect on the market for the Company's shares.

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

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

---

- 15 -

Further, the penny stock rules require that prior to a
transaction in a penny stock not otherwise exempt from such rules; the
broker-dealer must make a special written determination that the penny stock is
a suitable investment for the purchaser and receive the purchaser's written
agreement to the transaction. These additional broker-dealer practices and
disclosure requirements may have the effect of reducing the level of trading
activity in the secondary market for the Company's common shares in the United
States, and shareholders may find it more difficult to sell their shares.

ITEM
4           
 INFORMATION ON THE COMPANY

A.           HISTORY
AND DEVELOPMENT OF THE COMPANY

Incorporation

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

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

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

Offices

The head office of Amarc is located at 15th Floor, 1040 West
Georgia Street, Vancouver, British Columbia, Canada V6E 4H1, telephone (604)
684-6365, facsimile (604) 684-8092. The Company's registered office is in care
of its attorneys, McMillan LLP, 1500 Royal Centre P.O. Box 11117, 1055 West
Georgia Street, Vancouver, British Columbia, Canada V6E 4N7, telephone (604)
689-9111, fax (604) 685-7084.

Company Development

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

B.          
BUSINESS OVERVIEW

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

British Columbia Mineral Tenure

On January 12, 2005, the Province of British Columbia adopted
an on-line mineral tenure system that includes mineral tenure acquisition and
tenure maintenance procedures, as well as a method of converting previous format
claims (legacy claims) to new format claims (cell claims). All of the Company's
mineral tenures have been converted to cell claims resulting in new tenure
numbers and marginally larger claim boundaries. The mineral claims are
maintained through the completion of exploration activities referred to as
"Assessment Work". The financial requirements related to this exploration work
are stated as $5 per hectare per year during the first two years following
location of the mineral claim, $10 per hectare per year during the third and
fourth years, $15 per hectare per year during the fifth and sixth years, and $20
per hectare per year for subsequent years. If the Assessment Work is not
completed, the mineral claims may be maintained by a cash payment, but if this
payment is not made before the forfeiture date, the tenure is relinquished. The required payment to maintain a
mineral claim for one year is double the value of the Assessment Work for the
particular year.

---

- 16 -

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

Environmental Matters

Environmental matters related to mineral exploration companies
in British Columbia are administered by the Ministry of Energy 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 surface geological and geochemical surveys.
However, a bond is required for activities such as machine work including
drilling and also for blasting. The required reclamation involves leaving the
site in an environmentally stable condition and grooming the sites to prevent
forest fire hazards.

Mineral Properties and Exploration Activities and Plans

Amarc has assembled a capable and experienced mineral
exploration team to achieve its objective of discovering and developing British
Columbias ("BC") next major metal mine. Through its property evaluation efforts
the Company has acquired the prospective porphyry-style copper-molybdenum-silver
Ike property, located in central BC. Amarcs exploration team continues to
actively evaluate high potential mineral properties with a view to making
additional value-adding project acquisitions.

At the Ike property limited historical drilling indicates the
presence of a mineral system with characteristics that are favorable for the
development of a viable bulk tonnage copper-molybdenum-silver porphyry deposit.
Amarc plans to drill test the extent and grade of the porphyry system at Ike.
Under the terms of the Option and Joint Venture agreement, Amarc can acquire an
80% ownership interest in Ike.

Amarc's prospective 100% owned Galileo claim
  package lies 16 kilometres west of New Gold's 8 million plus ounce Blackwater
  gold deposit. Extensive airborne and ground-based Induced Polarization ("IP")
  surveys have identified four high-quality anomalies that potentially represent
  important sulphide systems for drill testing.

At Amarcs 100% owned Newton discovery, gold mineralization is
similar in age and geological characteristics to the mineralization at the
Blackwater gold deposit. An initial mineral resource estimate completed on June
30, 2012 and based on 24,513 metres of core drilling in 78 holes confirmed that
Newton is a significant bulk tonnage gold discovery that remains open to further
expansion. At a 0.25 g/t gold cut-off, Inferred Mineral Resources comprise 111.5
million tonnes grading 0.44 g/t gold and 2.1 g/t silver, containing 1.6 million
ounces of gold and 7.7 million ounces of silver (further details are provided in
the property section below).

Amarcs focus with respect to its Newton and Galileo projects
is to partner them out to further advance exploration.

Amarcs cost effective and efficient 2013 exploration program
was focused in central and northern BC at its 100%-owned Silver Vista
silver-copper property, and at the ZNT and Galaxie properties which were being
explored under joint venture agreements with Quartz Mountain Resources Ltd.
("Quartz Mountain"). No compelling drill targets were established and no work is
planned on these properties. Amarc and Quartz Mountain have terminated the ZNT
and Galaxie joint ventures by mutual agreement, and Amarc has not retained any
interest in the ZNT and Galaxie properties.

Amarc is actively working to establish positive relationships
with local First Nations and other communities in the areas of all its projects.

The Ike Property

Amarc has the right to acquire an 80% interest in the Ike
property, which is located approximately 40 kilometres northwest of Gold Bridge,
in a region characterized by moderate topography. The limited historical
drilling indicates the presence of a mineral system with characteristics that
are highly favorable for the development of a viable copper-molybdenum-silver
porphyry deposit. Of particular significance are three widely-spaced, historical
drill holes (81-02, 891-01 and 891-02) which intercepted, from surface, long
intervals of continuous, coarse grained chalcopyrite and molybdenum
mineralization with encouraging grades. Examples of intersections from these holes
are 250 metres of 0.36% copper equivalent (CuEQ)1 comprising 0.27%
Cu, 0.018% Mo and 1.8 g/t Ag, including 58 metres of 0.53% CuEQ, comprising
0.39% Cu, 0.031% Mo and 1.9 g/t Ag; 247 metres of 0.32% CuEQ, comprising 0.22%
Cu, 0.020% Mo and 2.3 g/t Ag, including 64 metres of 0.51% CuEQ, comprising
0.37% Cu, 0.024% Mo and 4.7 g/t Ag; and 183 metres of 0.38% CuEQ, comprising
0.25% Cu and 0.032% Mo (no Ag assays available), including 116 metres of 0.46%
CuEQ, comprising 0.29% Cu and 0.043% Mo. All three holes ended in
mineralization.

________________________________________________1
Copper equivalent calculations use metal prices of Cu US$3.00/lb, Mo US$
12.00/lb, and Ag US$ 20.00/oz. Metallurgical recoveries and net smelter returns
are assumed to be 100%. Widths reported are drill widths, such that true
thicknesses are unknown.

---

- 17 -

Amarc plans to drill test, under a pre-existing drill permit,
the extent and grade of the porphyry system at Ike, which is open in all
directions.

Amarc is actively working to establish positive relationships
with First Nations with asserted traditional territories in the area of the
drill permit.

Ike Property Agreement

In December 2013, the Company entered into an Option and Joint
Venture Agreement (the "Ike Agreement") with Oxford Resources Inc. ("Oxford"),
whereby the Company acquired the right to earn an 80% ownership interest in the
Ike property by making cash payments totaling $125,000, issuing 300,000 shares
and by completing approximately $1,860,000 in exploration expenditures on or
before November 30, 2015.

On or before
    
    Cash payment
    
    
    Number of common 
      shares to issue
    
    
    Exploration 
      expendituresExchange approval
    $
    25,000
    
    
    100,000
    
    
    June 6, 2014
    $
    50,000
    
    
    100,000
    
    
    November 30, 2014
    
    
    
    
    
    
    $
    855,697June 5, 2015
    $
    50,000
    
    
    100,000
    
    
    November 30, 2015
    
    
    
    
    
    
    $
    1,000,000Total
    $
    125,000
    
    
    300,000
    
    $
    1,855,697


The mineral claims are subject to an underlying 2% Net Smelter
Returns royalty. Amarc has the right to purchase half of the royalty (1%) for $2
million (payable in cash, Amarc common shares, or any such combination, at
Amarc's discretion) at any time prior to commercial production. In addition,
Amarc has the right to purchase the remaining half of the royalty (1%) for $2
million (payable in cash, Amarc common shares, or any such combination, at
Amarc's discretion) prior to December 31, 2018.

Minimum advance royalty payments of $25,000 (payable in cash,
Amarc common shares, or any such combination, at Amarc's discretion) are due
annually commencing December 31, 2015.

Upon exercise of the option by Amarc, Oxford and Amarc have
agreed to form a joint venture to further develop the project. Amarc has agreed
that upon completion of a positive feasibility study, Amarc will issue 500,000
common shares to the underlying owners of the property.

The Blackwater District Properties  Galileo, Hubble,
Franklin and Darwin

Amarc owns a 100% interest in the Galileo, Hubble, Franklin and
Darwin properties, which are located within the Blackwater district, 75
kilometres southwest of Vanderhoof, BC.

The Company has completed an approximately 5,120 line
kilometres of helicopter-borne, magnetic and electromagnetic geophysical survey
over its Blackwater properties, from which epithermal gold-silver and porphyry
gold-copper-type targets were identified for ground evaluation. At Galileo the
results of more than 230 line kilometres of Induced Polarization ("IP") ground
geophysical surveys, combined with information from soil geochemical surveys and
prospecting have identified four principle target areas with the potential to
represent important sulphide systems for drill testing. Drill permits have been
received.

The Galileo, Hubble, Franklin and Darwin properties are located
approximately 17 to 35 kilometres from New Gold's Blackwater gold deposit
(Proven and Probable Reserves of 344.4 million tonnes at an average grade of
0.74 g/t gold containing 8.2 million gold ounces, and 5.5 g/t silver containing
60.8 million silver ounces; New Gold news release December 12, 2013).

---

- 18 -

We caution that although this information is considered
      by management to be of material importance to the Company and its land
      holdings in the area and is therefore included in the Companys Canadian
      public filings, we have no right to explore or mine New Golds properties.
      Mineral deposits on adjacent properties are not necessarily probative of
      the existence, nature or extent of mineral deposits on our properties. In
      addition, as described elsewhere in this annual report, while the terms
      "indicated resources" and "inferred resources" are recognized by Canadian
      regulations, the U.S. Securities and Exchange Commission does not
      recognize them. It cannot be assumed that all or any part of a mineral
      resource will ever be upgraded to a higher category. Further, "inferred
      mineral resources" have a great amount of uncertainty as to their
      existence, and great uncertainty as to their economic and legal
      feasibility.


Amarc's Blackwater district properties lie approximately 135
kilometres southwest, of the town of Vanderhoof and 176 kilometres southwest of
northern BC's regional hub city of Prince George. The area is characterized by
subdued topography and is well served by existing transportation and power
infrastructure and a skilled workforce, which supports an active exploration and
mining industry.

Amarc is actively working to establish positive relationships
with local First Nations and other communities in the area of its drill permits.

The Newton Property

Amarc made a drill discovery at its 100% owned Newton
bulk-tonnage gold-silver project in late 2009 and subsequently conducted
exploration and delineation drilling at the deposit until June 2012.

An initial mineral resource estimate announced in September
2012, based on 24,513 metres of core drilling in 78 holes completed up to June
30, 2012, confirms that Newton is a significant bulk tonnage gold discovery that
remains open to further expansion. At a 0.25 g/t gold cut-off, Inferred Mineral
Resources comprise 111.5 million tonnes grading 0.44 g/t gold and 2.1 g/t
silver, containing 1.6 million ounces of gold and 7.7 million ounces of silver.

Cautionary Note to Investors Concerning Estimates of
      Inferred ResourcesThis section uses the term "inferred mineral resources".
      The Company advises investors that while this term is recognized and
      required by Canadian regulations, the U.S. Securities and Exchange
      Commission does not recognize it. "Inferred mineral resources" have a
      great amount of uncertainty as to their existence, and great uncertainty
      as to their economic and legal feasibility. It cannot be assumed that all
      or any part of a mineral resource will ever be upgraded to a higher
      category. Under Canadian rules, estimates of Inferred Mineral Resources
      may not form the basis of economic studies, except in rare cases.
      Investors are cautioned not to assume that all or any part of an
      inferred resource exists, or is economically or legally
      mineable.


Inferred Mineral Resources at various cut-off grades are
summarized in the table below.

NEWTON GOLD PROJECT  INFERRED MINERAL RESOURCES

Cut-Off Grade
    Size
    Grade
    Contained Metal(g/t Au)
    Tonnage (000
      t)
    Gold (g/t)
    Silver (g/t)
    Gold (000 oz)
    Silver (000
      oz)0.20
    147,069
    0.38
    1.9
    1,818
    8,8330.25
    111,460
    0.44
    2.1
    1,571
    7,6940.30
    85,239
    0.49
    2.4
    1,334
    6,4950.35
    65,384
    0.54
    2.7
    1,130
    5,6350.40
    49,502
    0.59
    2.9
    938
    4,596


Notes:

|1. | CIM definitions were followed for this mineral resource
      estimate. 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. | Inferred Mineral Resources were estimated using a
      long-term gold price of US$1,750 per ounce, a long-term silver price of
      US$25 per ounce, and a US$/C$ 1.00 exchange rate.                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|3. | Bulk density is 2.71 tonnes per cubic metre.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|4. | Numbers may not add due to rounding.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|5. | The Effective Date of the Mineral Resource is July 4,
      2012; the Effective Date being defined as the date when Roscoe Postle
      Associates Inc. was in receipt of full data which informed the
      resource.                                                                                                                                                                                                                                                                                                                                 

---

- 19 -

The Newton Inferred Mineral Resources was prepared using
geostatistical methods by technical staff at Hunter Dickinson Inc. ("HDI") and
audited by geological and mining consultants at Roscoe Postle Associates Inc.
under the direction of Reno Pressacco, P. Geo., an independent Qualified Person.
Sample preparation and analysis of drill core samples from Newton were completed
at the ISO 9001:2008 accredited and ISO-IEC 17025:2005 accredited Acme
Analytical Laboratories (Vancouver) Ltd. A technical report providing further
details of the estimate has been filed on www.sedar.com.

The current Newton resource extends over an area of
approximately 800 metres by 800 metres and to a depth of 560 metres, and is open
to expansion to the northwest, west and to depth. It is located within the
southeast segment of an extensive seven square kilometre sulphide system that is
characterized by widespread gold enrichment indicating good potential for the
development of substantial additional resources. This large, fertile mineral
system extends well beyond the limits of the current resource and is largely
concealed under shallow cover.

Newton exhibits key characteristics that typify significant
hydrothermal gold deposits. The deposit lies within a large, gold-enriched
epithermal system that formed approximately 72 million years ago
contemporaneously with felsic volcanic and intrusive rocks, which were emplaced
into a structurally-active graben environment. Gold, silver and associated base
metal mineralization was precipitated with extensive zones of strong
quartz-sericite alteration. The alteration types, metal associations and
geological setting at Newton are nearly identical to those which characterize
several major intrusion-related epithermal gold deposits in BC  including the
important Blackwater-Davidson, Brucejack and Snowfields deposits.

Exploration and resource expansion potential are clearly
indicated at Newton by the large scale of the hydrothermal system, the
structurally- and magmatically-active nature of the geological setting at the
time of mineralization, the intensity of the hydrothermal alteration and the
strong, widespread metal anomalies that have been confirmed by widely-spaced
wildcat drilling. In addition, the Newton deposit occupies only one portion of
an extensive IP geophysics chargeability anomaly. It is important to note that,
beyond the currently delineated Newton resource, anomalous concentrations of
metals have been intersected in almost all exploration holes drilled on the
property. Large portions of the system remain untested or have been tested only
by widely-spaced reconnaissance drilling.

Amarc's Newton property is located some 100 kilometres west of
the City of Williams Lake, BC, in a region characterized by gently rolling hills
and other characteristics favorable for project development. The district is
well served by existing transportation and power infrastructure and a skilled
workforce, which support a number of operating mines, as well as late-stage
mineral development and exploration projects.

Amarc has undertaken significant consultation with local First
Nations. All parties have worked together in a diligent manner in order to
develop a positive work relationship.

Newton Property Agreement

As of May 2012 Amarc holds a 100% interest in the Newton
Property. Subsequent to the termination of the Newton Joint Venture Agreement
the participating interest of Newton Gold Corp. was converted to a 5% net
profits interest. In addition, the mineral claims defined in an Underlying
Agreement are subject to a 2% NSR, which royalty may be purchased by Amarc for
$2,000,000 at any time. Advance royalty payments of $25,000 per annum commenced
on January 1, 2011.

The Silver Vista Property

In July 2012, Amarc acquired a 100% interest in the
approximately 30 square kilometre MR Zone on the Silver Vista property, located
in west-central BC. Previous exploration at the MR Zone indicated the potential
for a significant bulk tonnage silver-copper discovery. In addition, Amarc
staked extensive mineral claims in the region to cover prospective host rocks.

Results from extensive geochemical surveys conducted in 2012
over the MR Zone defined a strong silver-in-soils anomaly extending over an area
of approximately 1.2 kilometres by 1.4 kilometres for ground follow-up. This
target area included a 600 metre-long zone of known mineralization defined by
historical drilling, which remains open laterally and to depth. An efficient
pitting and trenching program designed to test the MR Zone target was completed
in 2013. Results suggest that silver-copper mineralization is restricted to the
immediate vicinity of the historical drilling, and has limited the potential for
a large-scale, bulk tonnage deposit.

Comprehensive surface exploration, including silt geochemical
sampling, over the greater Silver Vista property in 2012 delineated
copper-molybdenum and silver targets for ground follow-up. In August 2013, three
prioritized targets were geologically mapped. In addition, 125 rock and 838 soil
geochemical samples were collected. Two porphyry copper-molybdenum systems
of limited dimensions were defined, however, no compelling drill targets were
established.

---

- 20 -

Amarc has actively worked to establish positive relationships
with local First Nations and other communities in the area of its permitted
activities on the Silver Vista Property.

Silver Vista (MR Zone) Property Agreement

In July 2012 Amarc acquired 100% interest in the 7 minerals
claims comprising Silver Vista (MR Zone) property from Metal Mountain Resources
Inc. for $800,000. The mineral claims purchased are subject to an underlying 2%
net smelter return royalty ("NSR"), of which 1% can be acquired by Amarc for
$1,000,000, and thereafter the remaining 1% NSR is subject to a Right of First
Refusal.

Other Properties

ZNT Project

Amarc held a 60% joint venture interest in the ZNT property
located in central BC. This exploration property was staked on the basis of
significant zinc concentrations in regional till samples as reported by
Geoscience BC. Target definition and assessment, which included a two-hole drill
program did not encounter economic mineralization.

Amarc has terminated the joint venture and returned its earned
interest to Quartz Mountain Resources Ltd.

Galaxie Project

Amarc held a 40% joint venture interest in the Galaxie project
located in northern BC. Integrated field surveys defined a number of porphyry
copper targets, however, no immediate drill targets were identified. Amarc has
terminated the joint venture and returned its earned interest to Quartz Mountain
Resources Ltd.

Babine North Property

In October 2012, the Company entered into an option agreement
with an arm's length party, whereby the Company was granted an option (the
"Babine North Option") to acquire a 100% interest in eight mineral claims
internal and adjacent to its Silver Vista property.

In August 2013, the Babine North Option was terminated by
mutual agreement, and Amarc has not retained any interest in the eight mineral
claims that were subject to the option.

Blackwater South Property

In September 2011, Amarc entered into an option agreement with
an arm's length individual, whereby the Company was granted an option (the
"Blackwater South Option") to acquire an undivided 100% interest in the
Blackwater South property adjacent to its Galileo property.

In October 2013, the Blackwater South Option was terminated by
mutual agreement, and Amarc has not retained any interest in the Blackwater
South property.

The Tulox Property

The Tulox property located in the Cariboo region was acquired
by Amarc in 2005. In April 2009, the Company entered into an agreement with
Newlox Gold Ventures Corp. ("Newlox") (formerly named Sitec Ventures Corp. and
Tulox Resources Inc.), and various subsequent amending agreements under the
terms of which Newlox could acquire a 100% interest in the Tulox Property.

In
  November 2013, the Tulox Property Agreement was terminated and the mineral
  claims allowed to expire.

Location of Mineral Properties and Claim Information

All of the Company's active properties are located in British
Columbia. The nature of the Company's interests in various mineral properties is
described above. The locations of the currently active properties and details of mineral exploration claims within British
Columbia are shown on the map and claim table respectively below.

---

- 21 -

Location of the Ike, Newton, Galileo and Silver Vista
Properties.



Claim Information for Amarc's BC Properties

Program
    Claim Numbers
    Size (sq km)Darwin
    997244, 997246, 997248, 997249,
      997522, 997523, 997525, 997528
    36Newton
    208327, 414743, 507905, 507914,
      511965, 511967, 514976, 514979, 514981, 606674, 606675, 606676, 606677,
      606678, 606679, 606680, 606681, 606682, 606683, 606684, 606685, 606686,
      606687, 606688, 606689, 606690, 606691, 606692, 606693, 606694, 606695,
      606696, 606697, 606698, 606699, 606700, 606701, 606702, 606703, 606704,
      606705, 606706, 606707, 606708, 606709, 606710, 606711, 606712, 606713,
      606714, 606715, 606716, 606717, 615743, 615803, 615843, 615863, 616023,
      681843, 681844, 681863, 681883, 681903, 681904, 681923, 681924, 681925,
      681926, 681927, 681928, 681929, 681930, 681931, 681932, 681933, 681943,
      681944, 681963, 681964, 681983, 682003, , 682004, 682024, 682025, 682043,
      682044, 682063, 682065, 682089, 682094, 682095, 682098, 682100, 682104,
      682106, 682107, 682111, 682112, 682114, 682116, 682123, 682124, 682143,
      682144, 682163, 682164, 682183, 682184, 682185, 682203, 682204, 682205,
      682206, 682207, 682208, 682209, 682210, 682212, 682213, 682214, 682223,
      682225, 682226, 682227, 682228, 682229, 682230, 682232, 682233, 682234,
      682235, 682236, 682243, 682244, 682245, 682246, 682263, 682283, 682284,
      682285, 682286, 682287, 682288, 682289, 682290, 682291, 682303, 682304,
      682305, 682306, 682307, 682308, 682309, 682310, 682311, 682312, 682315,
      682317, 682319, 682320, 682324, 682327, 682330, 682332, 682334, 682335,
      682336, 682337, 682338, 682343, 682344, 682345, 682346, 682347, 682348,
      682349, 682350, 682351, 682352, 682353, 682354, 682363, 682364, 682365,
      682366, 682367, 682368, 682369, 682370, 682371, 682372, 682373, 682374,
      682375, 682376, 682377, 682384, 682404, 682406, 682407, 682414, 682417,
      682423, 682424, 682426, 682428, 682444, 682464, 682484, 682503, 682506,
      682511, 682514, 682515, 682520, 682604, 682610, 682611, 682615, 682616,
      682621, 685683, 685684, 685685, 685686, 685687, 685703, 685704, 685705,
      685706, 685707, 685708, 685709, 685723, 685724, 685743, 685763, 685764,
      685765, 685767, 685783, 685784, 685785, 685786, 685803, 840950, 840951,
      840952, 840953
    1,238Franklin
    937689, 980743
    5Galileo
    705129, 705131, 705132, 705134,
      705135, 705136, 705137, 705138, 705139, 705140, 705142, 705143, 705144,
      705145, 705146, 705147, 705148, 705149, 705150, 705151, 705962, 705963,
      705964, 705965, 705966, 705967, 705968, 705969, 705970, 705971, 705972,
      705973, 705974, 705975, 705976, 705977, 705978, 705979, 705980, 705981,
      705982, 705983, 705985, 705986, 705987, 705988, 705989, 705990, 705991,
      705992, 705993, 705994, 705995, 705996, 705997, 705998, 705999, 706001,
      706002, 706003, 706004, 706005, 706006, 706007, 706008, 706009, 706010,
      706012, 706013, 706014, 706015, 706016, 706017, 706018, 706019, 706020,
      706021, 706022, 706023, 706024, 706025, 706026, 706027, 706028, 706029,
      706030, 706031, 706032, 706033, 706034, 706036, 706038, 706039, 706040,
      706041, 706042, 706043, 706045, 706046, 706047, 706048, 706049, 706050,
      763162, 763202, 763222, 763242, 763262, 763282, 763302, 763322, 763342,
      763362, 763382, 763402, 763422, 763442, 763462, 763482, 763502, 763522,
      763542, 763562, 763582, 763602, 763622, 763642, 763662, 763682, 763702,
      763722, 763742, 763762, 763782, 763802, 763822, 763842, 763862, 763882,
      763902, 763922, 763942, 763962,
    1049


---

- 22 -

Program
    Claim Numbers
    Size (sq km)763982, 764002,
      764022, 764042, 764062, 764082, 764102, 764122, 764142, 764162, 764182,
      765302, 765322, 765342, 765362, 765402, 765422, 765442, 765462, 765482,
      765502, 765522, 924729, 979332, 979352, 979372, 979392, 979412, 979452,
      979472, 979492, 979513, 979532, 979552, 979572, 979612, 979633, 979652,
      979672, 979692, 979712, 979752, 979772, 979792, 979812, 979832, 992248,
      992263, 995522, 995523, 995524, 995525, 995526, 995562, 995582, 995606,
      1010854, 1010860, 1010866, 1010870, 1010875, 1010880, 1010881, 1010883,
      1010884, 1010886, 1010889, 1011020Hubble
    705779, 705780, 705781, 705782,
      705783, 705784, 705785, 705786, 705787, 705788, 705789, 705790, 705822,
      705823, 705824, 856077, 856079, 856080, 856082, 856083, 896504, 936603,
      936604, 936605, 936606, 936607, 936608, 936609, 993663, 993664, 994802,
      994803, 994807, 994811, 994812, 994816, 994818, 994819, 994820, 994822,
      994824, 994825, 994826, 994842, 994843, 994844, 994862, 994863, 994883,
      994902
    249Ike
    507495, 507507, 550905, 550907,
      550908, 602343, 841974, 1028892, 1028891, 1028890, 1028889, 1028888
    104Pinchi Gold
    556348
    1Rapid
    580114, 580119, 580181, 580182,
      580314
    5Silver Vista
    568283, 568284, 586385, 586388,
      586512, 586514, 856772, 995324, 995325, 995326, 995327, 995328, 995329,
      995330, 995331, 995332, 995333, 995334, 995335, 995342, 995362, 995382,
      995383, 995384, 995385, 995386, 995387, 995388, 995389, 995390, 995391,
      995392, 995393, 995394, 995395, 995396, 995397, 995398, 995399, 995400,
      995401, 995402, 995403, 995404, 995405, 995406, 995407, 995408, 995409,
      995410, 995411, 995412, 995413, 995414, 995415, 995416, 995417, 995418,
      995419, 995420, 995421, 995422, 995423, 995424, 995425, 995426, 995427,
      995428, 995429, 995430, 995431, 995432, 995433, 995434, 995435, 995436,
      995437, 995438, 995439, 995440, 995441, 995442, 995443, 995444, 995445,
      995446, 995447, 995448, 995449, 995450, 995451, 995452, 995453, 995454,
      995455, 995456, 995457, 995458, 995459, 995460, 995461, 995462, 995463,
      995464, 1011344, 1011447, 1011448, 1011461, 1011462, 1011463, 1011464,
      1011465, 1011466, 1011467, 1011468, 1011471, 1011491, 1011492, 1011493,
      1011494 1011495, 1012823, 1012824, 1012825, 1029183, 1029184, 1029186,
      1029187, 1029188, 1029189
    710Sitlika
    544646, 544648, 544649, 545669,
      545670, 545672, 574571, 546157, 546160, 544623, 542768, 542769
    16Others
    545760, 545762, 560228, 560236,
      560238, 516565
    18


C.          
ORGANIZATIONAL STRUCTURE

The Company has no subsidiaries.

D.           PROPERTY,
PLANT AND EQUIPMENT

None of the Companys properties have any material tangible
fixed assets located thereon.

ITEM
4A           UNRESOLVED STAFF
COMMENTS

Not applicable.

ITEM
5            
OPERATING AND FINANCIAL REVIEW AND PROSPECTS

OVERVIEW

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

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

---

- 23 -

The following discussion should be read in conjunction with the
audited annual financial statements for the years ended March 31, 2014 and 2013
and the related notes accompanying this Annual Report. The Company prepares its
financial statements in accordance with International Financial Reporting
Standards ("IFRS"), as issued by the International Accounting Standards Board.
The Company includes selected financial data prepared in compliance with IFRS
without reconciliation to U.S. GAAP.

Critical Accounting Policies and Estimates

The Company's accounting policies are presented in note 2 of
the accompanying audited annual financial statements for the years ended March
31, 2014 and 2013.

The preparation of financial statements in accordance with IFRS
requires management to select accounting policies and make estimates, judgments
and assumptions. Such estimates, judgments and assumptions may have a
significant impact on the financial statements. These include but are not
limited to:

| | estimate of the accrual of
      Mineral Exploration Tax Credits ("METC");                
|- | ------------------------------------------------------------------------------------------
|  |                                                                                           
| | inputs used in accounting for
      share-based payments;                                 
|  |                                                                                           
| | judgments used in determining the
      classification of the Companys joint arrangement;
|  |                                                                                           
| | the determination of categories
      of financial assets and financial liabilities; and  
|  |                                                                                           
| | the carrying value and
      recoverability of the Company's marketable securities.       

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

Mineral Exploration Tax Credits ("METC")

When the Company is entitled to receive METC and other
government grants, this government assistance is recognized as a cost recovery
within exploration expense when there is reasonable assurance of recovery.

Sharebased payment transactions

The share purchase option plan allows Company employees and
consultants to acquire shares of the Company. The fair value of share purchase
options granted is recognized as an employee or consultant expense with a
corresponding increase in the share-based payments reserve in equity. An
individual is classified as an employee when the individual is an employee for
legal or tax purposes (direct employee) or provides services similar to those
performed by a direct employee.

For employees, fair value is measured at the grant date and
each tranche is recognized on a straight-line basis over the period during which
the share purchase options vest. The fair value of the share purchase options
granted is measured using the BlackScholes option pricing model taking into
account the terms and conditions upon which the share purchase options were
granted. At the end of each financial reporting period, the amount recognized as
an expense is adjusted to reflect the actual number of share purchase options
that are expected to vest.

Sharebased payment transactions with non-employees are
measured at the fair value of the goods or services received. However, if the
fair value cannot be estimated reliably, the share-based payment transaction is
measured at the fair value of the equity instruments granted at the date the
entity obtains the goods or the counterparty renders the service.

Joint venture activities and joint controlled
operations

Joint control is defined as the contractually agreed sharing of
control over an economic activity, and exists only when the strategic, financial
and operating decisions essential to the relevant activities require the
unanimous consent of the parties sharing control. When the Company enters into
agreements that provide for specific percentage interests in exploration
properties, a portion of the Company's exploration activities is conducted
jointly with others, without establishment of a corporation, partnership or
other entity.

Under IFRS 11 "Joint Arrangements", this type of joint control
of mineral assets and joint exploration and/or development activities is
considered as a joint operation, which is defined as a joint arrangement whereby
the parties that have joint control of the arrangement have rights to the
assets, and obligations for the liabilities, relating to the arrangement. In its
financial statements, the Company recognizes the following in relation to its
interest in a joint operation:

---

- 24 -

| | its assets, including its share
      of any assets held jointly;                     
|- | --------------------------------------------------------------------------------------
|  |                                                                                       
| | its liabilities, including its
      share of any liabilities incurred jointly;       
|  |                                                                                       
| | its revenue from the sale of its
      share of the output of the joint operation; and
|  |                                                                                       
| | its expenses, including its share
      of any expenses incurred jointly              

Financial assets and financial liabilities

Financial assets and liabilities are recognized when the
Company becomes party to the contracts that give rise to them. The Company
determines the classification of its financial assets and liabilities at initial
recognition and, where allowed and appropriate, re-evaluates such classification
at each financial year end. The Company does not have any derivative financial
instruments.

Financial assets and financial liabilities are initially
measured at fair value. Transaction costs that are directly attributable to the
acquisition or issuance of financial assets and financial liabilities (other
than financial assets and financial liabilities at fair value through profit or
loss) are added to or deducted from the fair value of the financial assets or
financial liabilities, as appropriate, on initial recognition. Transaction costs
directly attributable to the acquisition of financial assets or financial
liabilities at fair value through profit or loss are recognized immediately in
profit or loss.

Marketable securities

The Company's investments in marketable securities are
classified as available-for-sale ("AFS") financial assets. Subsequent to initial
recognition, they are measured at fair value and changes therein, other than
impairment losses and foreign currency differences on AFS monetary items, are
recognized in other comprehensive income or loss. When an investment is
derecognized, the cumulative gain or loss in the investment revaluation reserve
is transferred to profit or loss.

The fair value of AFS monetary assets denominated in a foreign
currency is determined in that foreign currency and translated at the exchange
rate prevailing at the end of the reporting period. Changes in the fair value of
AFS equity investments are recognized directly in equity.

A.           RESULTS
OF OPERATIONS

Year Ended March 31, 2014 ("2014") Versus Year Ended March
31, 2013 ("2013")

The Company recorded a net loss of $2,155,000 for the year
ended March 31, 2014, compared to a net loss of $10,426,000 for the prior year.
The decrease in net loss was mainly due to decreased exploration activity during
2014.

---

- 25 -

|                                                   |  | Year ended March 31, |   | 
|-------------------------------------------------- |  | -------------------- | - | 
|                                                   |  |                      |   | 
|                                                   |  | 2014                 |   | 
|                                                   |  | ($ 000's)            |   | 
|                                                   |  |                      |   | 
|Exploration expenses                               |  | 1,095                |   | 
|                                                   |  |                      |   | 
|                                                   |  |                      |   | 
|                                                   |  |                      |   | 
|Administration expenses                            |  | 1,306                |   | 
|                                                   |  |                      |   | 
|Share-based payments                               |  | 103                  |   | 
|                                                   |  |                      |   | 
|Interest income                                    |  | (69                  | ) | 
|                                                   |  |                      |   | 
|Gain on termination of Galaxie Joint
      Venture |  | (285                 | ) | 

---

- 26 -

Year Ended March 31, 2013 ("2013") Versus Year Ended March
31, 2012 ("2012")

The Company recorded a net loss of $10,426,000 for the year
ended March 31, 2013, compared to a net loss of $7,573,000 for 2012.

During 2013, the Company incurred approximately $3 million in
expenses for interests in mineral properties, including its 40% interests in the
Galaxie and ZNT Projects (which have since been surrendered upon termination of
the related joint venture agreement) and a 100% interest in the Silver Vista
property. During 2012, the Company credited the majority of its flow-through
share premium to income and recognized a gain on sale of a 20% interest in
certain mineral claims to the Newton Joint Venture. These items were the primary
contributors to the increase in net loss for 2013.

|                        |  | Year
      ended March 31, |   | 
|----------------------- |  | -------------------------- | - | 
|                        |  |                            |   | 
|                        |  | 2013                       |   | 
|                        |  | ($
      000's)            |   | 
|                        |  |                            |   | 
|Exploration expenses    |  | 8,422                      |   | 
|                        |  |                            |   | 
|                        |  |                            |   | 
|                        |  |                            |   | 
|Administration expenses |  | 1,823                      |   | 
|                        |  |                            |   | 
|Share-based payments    |  | 434                        |   | 
|                        |  |                            |   | 
|Interest income         |  | (129                       | ) | 

---

- 27 -

Year Ended March 31, 2012 ("2012") Versus Year Ended March
31, 2011 ("2011")

The Company recorded a net loss of $7,573,000 for the year
ended March 31, 2012, compared to a net loss of $6,466,000 for 2011.

The increase in the loss for 2012 compared to 2011 was due
primarily to increases in exploration expenses, administration expenses, and
stock-based compensation, offset by a gain of $679,000 on the sale of a 20%
interest in certain mineral claims to the Newton Joint Venture, and the
recognition of $730,000 in flow-through share premium credited to operations.

|                        |  | Year
      ended March 31, |   | 
|----------------------- |  | -------------------------- | - | 
|                        |  |                            |   | 
|                        |  | 2012                       |   | 
|                        |  | ($
      000's)            |   | 
|                        |  |                            |   | 
|Exploration expenses    |  | 6,660                      |   | 
|                        |  |                            |   | 
|                        |  |                            |   | 
|                        |  |                            |   | 
|                        |  |                            |   | 
|                        |  |                            |   | 
|Administration expenses |  | 1,752                      |   | 
|                        |  |                            |   | 
|Share-based payments    |  | 800                        |   | 
|                        |  |                            |   | 
|Interest income         |  | (83                        | ) | 

Year Ended March 31, 2011 ("2011") Versus Year Ended March
31, 2010 ("2010")

The net loss for the year ended March 31, 2011 increased to
$6,466,000 compared to a net loss of $4,102,000 for the previous year. The
increase in loss was mainly due to an increase in exploration expenditures in
2011 compared to 2010.

Exploration expenses, before METCBC, increased to $6,167,000
in 2011, compared to $3,447,000 in 2010. The major exploration expenditures
during 2011 were geological (2011  $2,719,000; 2010  $1,755,000), drilling
(2011  $1,256,000; 2010  $670,000), assay and analysis (2011  $597,000; 2010
 $252,000), site activities (2011  $833,000; 2010  $255,000) and property
fees and assessments (2011  $211,000; 2010  $75,000).

Administrative costs for 2011 also increased in line with the
increase in exploration activities from 2010. The major administrative costs
during 2011 were salaries and benefits (2011  $693,000; 2010  $312,000),
office and administration (2011  $196,000; 2010  $154,000), shareholder
communications (2011  $175,000; 2010  $104,000), legal, accounting and audit
(2011  $82,000; 2010  $36,000) and conference and travel (2011  $77,000; 2010
 $48,000).

The increase in office and administration is mainly due to an
increase in insurance expenses to $90,000 from $78,000 and increased costs for
information technology services and related maintenance expenses to $81,000 from
$52,000.

---

- 28 -

There was no stock-based compensation expense charged to
operations during 2011, compared to $138,000 for 2010, as no options were
granted during 2011.

During 2011, interest income increased to $63,000 from $24,000
in 2010, primarily due to higher average cash balances on hand.

B.           LIQUIDITY
AND CAPITAL RESOURCES

Liquidity

Historically, the Company's sole source of funding has been
provided from the issuance of equity securities for cash, primarily through
private placements to sophisticated investors and institutions. The Company's
access to financing is always uncertain. There can be no assurance of continued
access to significant equity funding to finance the Company's ongoing
operations.

As at March 31, 2014, the Company had working capital of $4.8
million compared to working capital of $5.6 million as at March 31, 2013. The
decrease in working capital since March 31, 2013 was mainly due to the continued
funding of the Company's exploration programs for its various properties as well
as ongoing operating expenses, offset by refunds from the METC program. The
Company's current working capital is sufficient to fund its known commitments
due within the next twelve months.

The Company has no long-term debt, capital lease obligations,
operating leases or any other long-term obligations.

The Company will continue to advance its exploration projects
by finding the appropriate balance between advancing the projects and preserving
its cash.

Development of any of the Company's mineral properties will
require additional equity and possibly debt financing. As the Company 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.

A summary of the Company's cash flows, expressed in thousands
of Canadian Dollars, is as follows:

|                                                    |   | Years ended March 31, |  
|--------------------------------------------------- | - | --------------------- | -
|                                                    |   | 2014                  |  
|                                                    |   | ($
      000s)       |  
|                                                    |   |                       |  
|Net cash used in operating activities               | $ | (1,191                | )
|                                                    |   |                       |  
|Net cash provided by investing activities           | $ | 137                   |  
|                                                    |   |                       |  
|Net cash provided by (used in) financing activities | $ | (43                   | )

|Operating activities: | Cash used in operating activities was attributable
      primarily to the Company's ongoing exploration and administration
      activities.                                                                                                                                                                                                                                 
|--------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                      |                                                                                                                                                                                                                                                                                                                                                                              
|Investing activities: | Investing activities relate primarily to the receipt of
      interest on funds held with financial institutions. The amount for fiscal
      year 2014 includes proceeds from the disposition of available-for-sale
      marketable securities.                                                                                                                            
|                      |                                                                                                                                                                                                                                                                                                                                                                              
|Financing activities: | The amount for the 2014 fiscal year relates to the
      Companys portion of interest and principal payments made on a debenture
      obligation held by the Galaxie Joint Venture. The Company did not have any
      financing activities during the 2013 fiscal year. During the 2012 fiscal
      year, the Company completed a private placement of its common shares.

Capital Resources

The Company has no lines of credit or other sources of
financing which have been arranged or utilized. The Company has no "Purchase
Obligations" defined as any agreement to purchase goods or services that is
enforceable and legally binding on the Company that specifies all significant
terms, including: fixed or minimum quantities to be purchased; fixed, minimum or
variable price provisions; and the approximate timing of the transaction.

---

- 29 -

Requirement of Financing

Historically, Amarc's sole source of funding has been provided
from the sale of equity securities for cash, primarily through private
placements to sophisticated investors and institutions. Like all exploration
stage companies, Amarc will need to raise additional financing to meet its
business objectives.

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 primarily denominated in
Canadian Dollars with a very small amount held in U.S. Dollars. The Company does
not engage in any hedging operations with respect to currency or in-situ
minerals. Funds which are excess to Amarc's current needs are invested in
short-term near-cash investments.

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

C.           RESEARCH
EXPENDITURES

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

Average annual prices for copper, gold and silver are shown in
the table below:

Average metal price (US$)Calendar year
    Copper
    Gold
    Silver2008
    3.16/lb
    871/oz
    14.99/oz2009
    2.34/lb
    974/oz
    14.67/oz2010
    3.42/lb
    1,228/oz
    20.19/oz2011
    4.00/lb
    1,572/oz
    35.12/oz2012
    3.61/lb
    1,670/oz
    31.17/oz2013
    3.34/lb
    1,397/oz
    23.82/oz2014 (to July 11, 2014)
    3.15/lb
    1,293/oz
    20.14/oz


Copper prices declined in late 2008 as a result of the global
economic downturn but began to recover in 2009. Copper prices generally
increased from 2009 until the end of January 2012, with prices reaching as high
as US$4.65/lb. Since then, copper prices have declined, trading within a range
of approximately US$2.90/lb. and US$4.00/lb.

In response to the global economic uncertainty that began in
mid-2008, gold prices increased in 2009 and generally continued to do so until
August 2011, where prices reached as high as $1,912/oz. From August 2011 to
September 2012, gold prices traded within a range of approximately US$1,500/oz.
and US$1,900/oz. Since then, gold prices have declined, with the
most significant decline occurring during 2013, with prices reaching as low as
US$1,182/oz.

---

- 30 -

Silver prices were impacted by economic volatility in 2008 and
2009. However, prices increased significantly from September 2010 to April 2011
as prices reached as high as approximately US$50/oz. Since then, prices have
been volatile, declining from a high of approximately US$50/oz. to US$18/oz.

E.           OFF-BALANCE
SHEET ARRANGEMENTS

Amarc has no off-balance sheet arrangements.

F.          
TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

The following table lists the contractual obligations of the
Company as at March 31, 2014:

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


The Company had no long-term debt obligations, no capital
(finance) lease obligations, no operating lease obligations, no purchase
obligations, or other long-term liabilities.

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.Eand Item 5.Fabove.

ITEM
6            
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A.           DIRECTORS
AND SENIOR MANAGEMENT

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


---

- 31 -

|(1) | To the best of the Company's knowledge, none of such
      persons has any family relationship with any other and none were elected
      as a director or appointed as an officer as a result of an arrangement or
      understanding with a major shareholder, customer, supplier, or any other
      party.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

Rene Carrier  Director

Mr. Carrier has been the President of Euro-American Capital
Corporation, a private investment company, since May 1991. He served as
Vice-President of Pacific International Securities Inc. where he worked for ten
years until 1991. He served as Lead Director of International Royalty Corp.
("IRC") from 2003 to 2010. IRC was a global mineral royalty company engaged in
the acquisition and creation of natural resource royalties which was acquired by
Royal Gold Inc. for approximately $700 million in 2010. He also served as an
independent director of Chartwell Technology Inc. from July 1991 to April 2007.

Mr. Carrier has been and is an officer and/or director of
various public companies involved in the mining sector.

Company
    Positions Held
    From
    ToAmarc Resources Ltd.
    Director
    May 2008
    PresentContinental Minerals Corporation
    Director
    February 2001
    April 2011Curis Resources Ltd.
    Director
    November 2010
    PresentHeatherdale Resources Ltd.
    Director
    November 2009
    PresentInternational Royalty Corporation
    Lead Director
    June 2003
    February 2010Quartz Mountain Resources Ltd.
    Director
    January 2000
    December 2011President
    June 2005
    December 2011Rathdowney Resources Ltd.
    Director
    March 2011
    PresentRockwell Diamonds Inc.
    Director
    April 1993
    November 2008


Barry Coughlan  Director

Barry Coughlan is a self-employed businessman and financier who
over the past 23 years has been involved in the financing of publicly traded
companies. His principal occupation is President and Director of TBC Investments
Ltd., a private investment company.

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

Company
    Positions Held
    From
    ToAmarc Resources Ltd.
    Director
    February 2009
    PresentCreso Exploration Inc.
    Director
    June 2010
    PresentFarallon Mining Ltd.
    Director
    March 1998
    January 2011Great Basin Gold Ltd.
    Director
    February 1998
    June 2013ICN Resources Ltd. (formerly Icon
      Industries Ltd.)
    President, CEO and Director
    September 1991
    February 2010Northcliff Resources Ltd.
    Director
    June 2011
    PresentQuartz Mountain Resources Ltd.
    Director
    January 2005
    December 2011


---

- 32 -

Company
    Positions Held
    From
    ToRathdowney Resources Ltd.
    Director
    March 2011
    PresentTaseko Mines Limited
    Director
    February 2001
    PresentQuadro Resources Ltd.
    President and Director
    June 1986
    Present


Scott Cousens  Director

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

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

Company
    Positions Held
    From
    ToAmarc Resources Ltd.
    Director
    September 1995
    PresentContinental Minerals Corporation
    Director
    June 1994
    April 2011Heatherdale Resources Ltd.
    Chairman and Director
    November 2009
    PresentNorthcliff Resources Ltd.
    Director
    May 2012
    PresentDirector
    June 2011
    February 2012Northern Dynasty Minerals Ltd.
    Director
    June 1996
    PresentRathdowney Resources Ltd.
    Director
    June 2011
    PresentTaseko Mines Limited
    Director
    October 1992
    July 2014


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

Robert Dickinson is an economic geologist who serves as a
member of management of several mineral exploration companies, primarily those
for whom Hunter Dickinson Services 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 been active in mineral exploration for over 40 years. He is a director of
Hunter Dickinson Services Inc. He is also President and Director of United
Mineral Services Ltd., a private resource company.

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

Company
    Positions Held
    From
    ToAmarc Resources Ltd.
    Director
    April 1993
    PresentChairman
    April 2004
    PresentContinental Minerals Corporation
    Director
    June 2004
    April 2011Curis Resources Ltd.
    Director
    November 2010
    November 2012Chairman
    November 2010
    December 2010


---

- 33 -

Company
    Positions Held
    From
    ToHeatherdale Resources Ltd.
    Director
    November
    Present2009Northcliff Resources Ltd.
    Director
    June 2011
    PresentChairman
    June 2011
    January 2013Northern Dynasty Minerals Ltd.
    Director
    June 1994
    PresentChairman
    April 2004
    PresentRathdowney Resources Ltd.
    Director & Chairman
    March 2011
    December 2011Taseko Mines Limited
    Director
    January 1991
    Present


Jeffrey Mason, B.Comm., CA  Director

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

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

Company
    Positions Held
    From
    ToAmarc Resources Ltd.
    Director
    September 1995
    PresentCoastal Contacts Inc.
    Director
    October 2006
    April 2014Prophecy Coal Corp.
    Chief Financial Officer
    November 2012
    September 2013Wellgreen Platinum Ltd. (formerly
      Prophecy Platinum Corp).
    Chief Financial Officer
    November 2012
    PresentRed Eagle Mining Corporation
    Director
    June 2011
    PresentSlater Mining Limited
    Director
    June 2008
    Present


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

Ronald Thiessen is a Chartered Accountant with professional
experience in finance, taxation, mergers, acquisitions and re-organizations.
Since 1986, Mr. Thiessen has been involved in the acquisition and financing of
mining and mineral exploration companies. Mr. Thiessen is a director of Hunter
Dickinson Services 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 five years, an officer
and/or director of the following public companies:

---

- 34 -

Company
    Positions Held
    From
    ToAmarc Resources Ltd.
    Director
    September 1995
    PresentPresident and Chief Executive
      Officer
    September 2000
    PresentAtlatsa Resources Corporation
    Director
    April 1996
    June 2011Continental Minerals Corporation
    Director
    November 1995
    April 2011Co-Chairman
    January 2006
    April 2011Detour Gold Corporation
    Director
    July 2006
    May 2012Farallon Mining Ltd.
    Director
    August 1994
    January 2011Chairman
    December 2005
    January 2011Great Basin Gold Ltd.
    Director
    October 1993
    June 2013Chairman
    November 2006
    June 2013Northern Dynasty Minerals Ltd.
    Director
    November 1995
    PresentPresident and Chief Executive
      Officer
    November 2001
    PresentTaseko Mines Limited
    Director
    October 1993
    PresentChairman
    May 2006
  Present


Paul S. Mann, CA  Chief Financial Officer

Mr. Mann is a Chartered Accountant, and also holds a BASc in
Mechanical Engineering from the University of British Columbia. He has served as
Controller at Dayton Mining Corporation, De Beers Canada Mining Inc., Crew Gold
and Eldorado Gold, and has international experience in South Africa, Chile,
Mexico and China. Mr. Mann has served as Corporate Controller for many of the
Hunter Dickinson affiliated companies since 2001 and is currently Executive Vice
President, Finance and Reporting, for Hunter Dickinson Inc., where he oversees
accounting, taxation, regulatory and public reporting for the group.

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

Company
    Positions Held
    From
    ToAmarc Resources Ltd.
    Chief Financial Officer
    July 2008
    PresentRathdowney Resources Ltd.
    Chief Financial Officer
    March 2011
    PresentQuartz Mountain Resources Ltd.
    Principal Accounting Officer
    February 2008
    November 2012


Diane Nicolson, PhD  Executive Vice President

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

Dr. Nicolson joined Hunter Dickinson in 2007 as a member of the
global business development team. Dr. Nicolson was appointed Executive Vice
President of Amarc in February 2008 and is responsible for management, strategic
planning and new project development for Amarc Resources Ltd.

---

- 35 -

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

Company
    Positions Held
    From
    ToAmarc Resources Ltd.
    VP Corporate Development
    January 2008
    September 2011Executive VP Corporate
      Development
    September 2011
    September 2012Executive Vice President
    September 2012
    Present


Trevor Thomas, LLB  Secretary

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

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

Company
    Positions Held
    From
    ToNorthern Dynasty Minerals Ltd.
    Secretary
    February 2008
    PresentAmarc Resources Ltd.
    Secretary
    February 2008
    PresentAnooraq Resources Corporation
    Assistant Secretary
    November 2007
    March 2011Continental Minerals Corporation
    Secretary
    February 2008
    April 2011Curis Resources Ltd.
    Secretary
    June 2013
    PresentFarallon Mining Ltd.
    Secretary
    December 2007
    January 2011Heatherdale Resources Ltd.
    Secretary
    November 2009
    September 2010June 2013
    PresentNorthcliff Resources Ltd.
    Secretary
    June 2011
    PresentQuartz Mountain Resources Ltd.
    Secretary
    June 2013
    PresentRathdowney Resources Ltd.
    Secretary
    March 2011
    PresentRockwell Diamonds Inc.
    Secretary
    February 2008
    September 2012Taseko Mines Limited
    Secretary
    July 2008
    Present


B.           COMPENSATION

During the Company's financial year ended March 31, 2014, the
aggregate cash compensation paid or payable by the Company to its directors and
senior officers was $476,877.

Ronald W. Thiessen, President and Chief Executive Officer, Paul
Mann, Chief Financial Officer, and Diane Nicolson, Executive Vice President are
each a Named Executive Officer ("NEO") of the Company for the purposes of the
following disclosure.

---

- 36 -

The compensation paid to the NEOs during the Company's most
recently completed financial year of March 31, 2014 is as set out below and
expressed in Canadian Dollars:

Name
      and 
             principal        position
    Year
    Salary ($)
    Share-
      based awards ($)
    Option-
      based awards ($)
    Non-equity incentive 
      plan
      compensation ($)
    Pension value ($)
    All other
      compen- sation ($)
    Total
      Compen- sation ($)Annual incentive
      plans
    Long- 
      term incentive
      plansRonald
      Thiessen        Chief 
            
      Executive        Officer
    2014
    16,135
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    16,1352013
    124,290
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    124,2902012
    104,430
    Nil
    64,800
    Nil
    Nil
    Nil
    Nil
    169,230Paul
      Mann        Chief
            
      Financial        Officer
    2014
    51,126
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    51,1262013
    106,300
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    106,3002012
    79,302
    Nil
    46,675
    Nil
    Nil
    Nil
    Nil
    125,977Diane
      Nicolson        Executive        Vice
             President
    2014
    179,246
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    179,2462013
    209,663
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    209,6632012
    96,868
    Nil
    93,350
    15,000
    Nil
    Nil
    Nil
    205,218


During the fiscal year ended March 31, 2014, the above named
NEOs did not serve the Company solely on a full-time basis, and their
compensation from the Company is allocated based on the estimated amount of time
spent providing services to the Company.

Pension Plan Benefits

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

Termination and Change of Control Benefits

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

Director Compensation

The compensation provided to the directors, excluding a
director who is already set out in disclosure for a NEO for the Company's most
recently completed financial year of March 31, 2014 is as set out below:

Name
    Fees earned ($)
    Share- 
      based awards ($)
    Option- 
      based awards ($)
    Non-equity 
      incentive plan
      compensation ($)
    Pension value ($)
    All other compensation ($)
    Total ($)Rene G. Carrier
    28,800
    Nil
    Nil
    Nil
    Nil
    Nil
    28,800David Copeland (1)
    955
    Nil
    Nil
    Nil
    Nil
    Nil
    955Barry Coughlan
    16,925
    Nil
    Nil
    Nil
    Nil
    Nil
    16,925Scott Cousens (2)
    50,330
    Nil
    Nil
    Nil
    Nil
    Nil
    50,330Robert Dickinson (2)
    116,435
    Nil
    Nil
    Nil
    Nil
    Nil
    116,435Jeffrey Mason
    16,925
    Nil
    Nil
    Nil
    Nil
    Nil
    16,925


Notes:

|(1) | Mr. Copeland ceased to be a director of the Company on
      December 12, 2013. Mr. Copeland provides services through CEC Engineering
      Ltd. The compensation amount shown is the amount paid to CEC Engineering
      Ltd. directly.     
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                
|(2) | Pursuant to the Corporate Services Agreement with Hunter
      Dickinson Services Inc., compensation for Messrs. Cousens and Dickinson is
      allocated to the Company on the basis of time spent in respect of the
      Company's business.

---

- 37 -

C.           BOARD
PRACTICES

All of the Company's directors were elected at the annual
general meeting of shareholders held on September 19, 2013. All directors have a
term of office expiring at the next annual general meeting of the Company's
shareholders. All officers have a term of office lasting until their removal or
replacement by the board of directors (the "Board").

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

General

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

1. Board of Directors

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

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

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

2. Other Directorships

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

3. Orientation and Continuing Education

The Company has traditionally retained experienced mining
people as directors and hence the orientation needed is minimized. When new
directors are appointed, they are acquainted with the Company's mineral project
and the expectations of directors. Board meetings generally include
presentations by the Company's senior management and project staff in order to
give the directors full insight into the Company's operations.

4. Ethical Business Conduct

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

---

- 38 -

5. Nomination of Directors

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

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

6. Compensation

The Board determines the compensation for independent directors
and executives.

7. Other Board Committees

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

8. Assessments

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

Audit Committee

The Audit Committee's Charter

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

Composition of the Audit Committee

At July 11, 2014, the members of the audit committee were Rene
Carrier, Barry Coughlan and Jeffrey Mason. All members are financially literate
and all are independent.

Relevant Education and Experience

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

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

Audit Committee Oversight

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

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

Pre-Approval Policies and Procedures

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

---

- 39 -

Exemptions From Certain Canadian Audit Committee
Requirements

Pursuant to section 6.1 of National Instrument 52-110  Audit
Committees ("NI 52-110"), as adopted by the Canadian Securities Administrators
(including the British Columbia and Alberta Securities Commissions which have
jurisdiction over the Company, the "CSA"), the Company is exempt from the
requirements of Parts 3 and 5 of NI 52-110 for the year ended March 31, 2014, by
virtue of the Company being a "venture issuer" (as defined in NI 52-110).

Part 3 of NI 52-110 prescribes certain requirements for the
composition of audit committees of non-exempt companies that are reporting
issuers under Canadian provincial securities legislation. Part 3 of NI 52-110
requires, among other things that an audit committee be comprised of at three
directors, each of whom, is, subject to certain exceptions, independent and
financially literate in accordance with the standards set forth in NI 52-110.

Part 5 of NI 52-110 requires an annual information form that is
filed by a non-exempt reporting issuer under National Instrument 51-102 
Continuous Disclosure Obligations, as adopted the CSA, to include certain
disclosure about the issuer's audit committee, including, among other things:
the text of the audit committee's charter; the name of each audit committee
member and whether or not the member is independent and financially literate;
whether a recommendation of the audit committee to nominate or compensate an
external auditor was not adopted by the issuer's board of directors, and the
reasons for the board's decision; a description of any policies and procedures
adopted by the audit committee for the engagement of non-audit services; and
disclosure of the fees billed by the issuer's external auditor in each of the
last two fiscal years for audit, tax and other services.

D.           EMPLOYEES

At March 31, 2014, Amarc did not have any direct employees..
Amarc's administrative and exploration functions are primarily administered
through Hunter Dickinson Services Inc. (SeeItem 7 -
Major Shareholders and Related Party Transactions).

E.           SHARE
OWNERSHIP

Security Holdings of Directors and Senior Management

As at March 31, 2014, the directors and officers of Amarc, and
their respective affiliates, directly and indirectly, own or control as a group
an aggregate of 21,531,870 common shares (15.52%), or 24,001,170 (17%) on a
diluted basis.

As at March 31, 2014, the Company's directors and senior
management beneficially own the following number of the Company's common shares
and share purchase options:

Name of Insider
    Securities
      Beneficially Owned or Controlled(1) (2)
    As a % of theoutstanding
      commonsharesRene G. Carrier (4)
    275,000 common
      shares 249,900 share purchase options
    0.20%Barry Coughlan (4)
    86,000 common
      shares 249,900 share purchase options
    0.06%Scott D. Cousens
    148,300 common
      shares 249,900 share purchase options
    0.11%


---

- 40 -

Name of Insider
    Securities Beneficially Owned or Controlled(1)(2)
    As a % of theoutstanding commonsharesRobert A. Dickinson (3)
    13,492,178 common
      shares 249,900 share purchase options
    9.73%Ronald W. Thiessen
    2,609,392 common
      shares 249,900 share purchase options
    1.88%Jeffrey R. Mason (4)
    2,878,500 common
      shares 249,900 share purchase options
    2.08%Paul S. Mann
    75,000 common
      shares 180,000 share purchase options
    0.05%Diane Nicolson
    588,000 common
      shares 360,000 share purchase options
    0.42%Trevor Thomas
    130,000 common
      shares 180,000 share purchase options
    0.09%Total
    21,531,870
      common shares2,469,300 share purchase options
    15.52%


Notes:

|(1) | The information as to the number of Common Shares
      beneficially owned or controlled is not within the knowledge of management
      of the Company and has been furnished by the respective nominees as filed
      on SEDI. Each nominee has held the same or a similar principal occupation
      with the organization indicated or a predecessor thereof for the last five
      years.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                 
|(2) | Options to purchase Common Shares at $0.32 per share
      expiring on September 23, 2016.                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                 
|(3) | Certain of these common shares are beneficially owned
      through a private company controlled by Mr. Dickinson, and a Registered
      Retirement Saving Plan (RRSP) owned by Mr. Dickinson.                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                 
|(4) | Member of the audit committee.                                                                                                                                                                                                                                                                                                                                                                  

Share
Option Plan

At July 11, 2014, 5,144,800 options were outstanding pursuant
to the Company's share option plan (the "Plan"), described below, and an
aggregate of 13,882,406 common shares remained available for issuance pursuant
to the Plan, described below.

Share Incentive Plan

In order to provide incentive to directors, officers,
employees, management and others who provide services to the Company to act in
the best interests of the Company, the Company has adopted a Share Incentive
Plan (the "Plan"). The Plan is required to comply with the policies of the TSX
Venture.

In order to increase the Company's flexibility and to bring the
Company's share option incentive program in line with the current regulatory
regime, the Board approved a new rolling share option plan (the "New Plan") on
August 13, 2010 to replace the plan previously approved and confirmed by the
shareholders on September 21, 2004 and September 29, 2009, respectively. The New
Plan was approved by shareholders at the Company's annual general meeting (the
"Meeting") held on September 15, 2010.

Subject to certain restrictions described below, the Plan is
based on the maximum number of eligible shares equaling a rolling percentage of
up to 10% of the Company's outstanding common shares, calculated from time to
time. Pursuant to the Plan, if outstanding options are exercised, or expire, or
the number of issued and outstanding common shares of the Company increases, the
number of options available to grant under the Plan increases proportionately.
At the date of approval of the New Plan, all outstanding options were rolled
into and deemed to be granted under the New Plan.

The exercise price of each option is set by the board of
directors at the time of grant based on the market price on the date preceding
the date of grant. Options can have a maximum term of ten years and typically
terminate ninety days following the termination of the optionee's employment or
engagement, except in the case of retirement or death. Vesting of options is at
the discretion of the board of directors at the time the options are granted.

---

- 41 -

Eligible Optionees

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

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

Insider Limitations

The aggregate number of Common Shares reserved for issuance
under options granted to Insiders must not exceed ten percent (10%) of the
outstanding shares (in the event that the New Plan is amended to reserve for
issuance more than ten percent (10%) of the outstanding shares) unless the
Company has obtained Disinterested Shareholder Approval (as defined below) to do
so; The number of optioned shares issued to Insiders in any twelve (12) month
period must not exceed ten percent (10%) of the outstanding shares (in the event
that the New Plan is amended to reserve for issuance more than ten percent (10%)
of the outstanding shares) unless the Company has obtained Disinterested
Shareholder Approval to do so; The exercise price of an option previously
granted to an Insider must not be reduced, unless the Company has obtained
Disinterested Shareholder Approval to do so.

Other Limitations

The Company must not grant an option to a director, employee,
consultant, or consultant company (the "Service Provider") in any twelve (12)
month period that exceeds five percent (5%) of the outstanding shares, unless
the Company has obtained approval by a majority of the votes cast by the
shareholders of the Company eligible to vote at a shareholders' meeting,
excluding votes attaching to shares beneficially owned by Insiders and their
Associates (defined below) ("Disinterested Shareholder Approval");

The aggregate
  number of options granted to a Service Provider conducting Investor Relations
  Activities in any twelve (12) month period must not exceed two percent (2%) of
  the outstanding shares calculated at the date of the grant, without the prior
  consent of the TSX Venture;

The Company must not grant an option to a Consultant
  in any twelve (12) month period that exceeds two percent (2%) of the outstanding
  shares calculated at the date of the grant of the option; and

The issuance to
  any one Optionee within a twelve (12) month period of a number of Common Shares
  must not exceed five percent (5%) of outstanding Common Shares unless the
  Company has obtained Disinterested Shareholder Approval to do so.

Disinterested Shareholder Approval

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

ITEM
7             MAJOR
SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A.           MAJOR
SHAREHOLDERS

Major Shareholders

Amarc is a publicly-held corporation, with its shares held by
residents of Canada, the United States of America and other countries. To the
best of Amarc's knowledge, other than as noted below, no person, corporation or
other entity beneficially owns, directly or indirectly, or controls more than 5%
of the common shares of Amarc, the only class of securities with voting rights.
For these purposes, "beneficial ownership" means the sole or shared power to
vote or direct the voting or to dispose or direct the disposition of any security. Sun Valley Gold Master Fund Ltd.
holds 14,615,384 shares representing ownership of 10.53% of the Company.

---

- 42 -

As at July 11, 2014, Amarc had authorized unlimited common
shares without par value, of which 138,824,061 were issued and outstanding.
Amarc's authorized share structure also includes a class of preferred shares
without par value and without a maximum number. The preferred shares may be
issued in series on such terms as determined by the Company's directors in
accordance with the class rights and restrictions. No series of preferred shares
has been designated by the board of directors, and no preferred shares are
outstanding.

As at July 11, 2014, Robert Dickinson, together with companies
controlled by him, held 13,492,178 common shares of Amarc, representing 9.72% of
the common shares outstanding.

As at July 11, 2014, Jeffrey Mason held 2,878,500 common shares
of Amarc, representing 2.07% of the common shares outstanding.

As at July 11, 2014, Ronald W. Thiessen held 2,609,392 common
shares of Amarc, representing 1.88% of the common shares outstanding.

All of the common shares have the same voting rights.

Geographic Breakdown of Shareholders

As of July 11, 2014, Amarc's register of shareholders indicates
that Amarc's common shares are held as follows:

Location
    Number of registered shareholders of record
    Number of shares
    Percentage of total sharesCanada
    34
    124,330,293
    89.56%United States
    7
    12,955,306
    9.33%Other
    1
    1,538,462
    1.11%TOTALS
    42
    138,824,061
    100.00%


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

Amarc's securities are recorded on the books of its transfer
agent, Computershare Investor Services Inc., located at 510 Burrard Street,
Vancouver, Canada (604) 661-9400 in registered form. However, the majority of
such shares are registered in the name of intermediaries such as brokerage
houses and clearing houses (on behalf of their respective brokerage clients).
Amarc does not have knowledge or access to the identities of the beneficial
owners of such shares registered through intermediaries.

Control

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

Insider Reports Under the Securities Acts of British
Columbia and Alberta

Since the Company is a reporting issuer under the Securities
Acts of British Columbia and Alberta, certain "insiders" of the Company
(including its directors, certain executive officers, and persons who directly
or indirectly beneficially own, control or direct more than 10% of its common
shares) are generally required to file insider reports of changes in their
ownership of Amarc's common shares five days following the trade under National
Instrument 55-104  Insider Reporting Requirements and Exemptions, as adopted by
the CSA. Copies of such reports are available for public inspection at the
offices of the British Columbia Securities Commission, 9th Floor, 701 West
Georgia Street, Vancouver, British Columbia V7Y 1L2, (604) 899-6500 or at the
British Columbia Securities Commission web site, www.bcsc.bc.ca. In British Columbia, all insider
reports must be filed electronically five days following the date of the trade
at www.sedi.ca.The public is able to access
these reports at www.sedi.ca.

---

- 43 -

B.           RELATED
PARTY TRANSACTIONS

Except as disclosed below, Amarc has not, since April 1, 2012,
and does not at this time propose to:

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

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

(a) ****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.

Hunter Dickinson Services Inc. ("HDSI")

Much of the Company's management, technical, and administrative
services are provided by Hunter Dickinson Services Inc. ("HDSI"). Pursuant to a
Corporate Services Agreement dated July 2, 2010 with HDSI, HDSI provides
services, including geological, engineering, corporate development,
administrative, management and shareholder communication services (collectively
the "Services") to the Company. HDSI is a private company with certain directors
in common with the Company, namely Messrs. Cousens, Dickinson and Thiessen. HDSI
provides the Services to several publicly traded companies (one of which is the
Company), and is managed by persons who are directors in common with the
Company.

HDSI has supervised or conducted mineral exploration projects in Canada
  (British Columbia, Manitoba, Ontario, New Brunswick, Quebec and the Yukon) and
  internationally in Brazil, Chile, China, Ireland, Mexico, Poland, South Africa,
  and the United States (Nevada and Alaska). HDSI 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 (inclusive of HDSI staff costs and overhead) for amounts that are
  considered by the Company's management to be competitive with arm'slength
  suppliers. During the fiscal year ended March 31, 2014, Amarc paid approximately
  $1.7 million (2013  $3.3 million; 2012  $2.5 million), to HDSI for services
  pursuant to the management and administrative services agreement. Advances
  pursuant to this agreement were non-interest bearing and due on demand.

Management/Insiders

There were no transactions with management or insiders during
the year ended March 31, 2014.

C.           INTERESTS
OF EXPERTS AND COUNSEL

Not applicable.

ITEM
8            
FINANCIAL INFORMATION

A.           FINANCIAL
STATEMENTS AND OTHER FINANCIAL INFORMATION

Item 18 of this Form 20-F contains Amarc's audited annual
financial statements as at and for the years ended March 31, 2014, 2013 and
2012. These financial statements have been prepared in accordance with IFRS, as
issued by the IASB.

---

- 44 -

Legal Proceedings

Amarc is not involved in any legal, arbitration or governmental
proceedings and, to Amarc's knowledge, no material legal, arbitration or
governmental proceedings involving Amarc are pending or contemplated 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 Amarcs affairs as
disclosed in the accompanying financial statements since March 31, 2014, except
as disclosed in this Annual Report on Form 20-F.

ITEM
9             THE
OFFER AND LISTING

A.           OFFER
AND LISTING DETAILS

Trading Markets

Amarc's common shares have been listed in Canada on the TSX
Venture (and its predecessors) since August 1995, under the symbol AHR.

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

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

TSX
      Venture Exchange
    OTCBBFiscal Year Ended
    High
    Low
    High
    LowMarch 31,
    (Cdn$)
    (Cdn$)
    (US$)
    (US$)2014
    0.12
    0.04
    0.08
    0.022013
    0.44
    0.07
    0.43
    0.072012
    0.56
    0.29
    0.55
    0.282011
    0.77
    0.36
    0.73
    0.302010
    0.72
    0.16
    0.75
    0.12


TSX
      Venture Exchange
    OTCBBHigh
    Low
    High
    LowFiscal
      Quarter
    (Cdn$)
    (Cdn$)
    (US$)
    (US$)Q4 2014
    0.12
    0.04
    0.08
    0.03Q3 2014
    0.05
    0.04
    0.05
    0.02Q2 2014
    0.07
    0.05
    0.06
    0.04Q1 2014
    0.07
    0.05
    0.07
    0.04Q4 2013
    0.17
    0.07
    0.16
    0.07Q3 2013
    0.15
    0.09
    0.15
    0.10Q2 2013
    0.22
    0.13
    0.22
    0.13Q1 2013
    0.44
    0.19
    0.43
    0.18


---

- 45 -

TSX Venture Exchange
    OTCBBHigh
    Low
    High
    LowMonth
    (Cdn$)
    (Cdn$)
    (US$)
    (US$)July 2014 (to July 11) 2014)
    0.07
    0.06
    0.05
    0.05June 2014
    0.07
    0.06
    0.06
    0.05May 2014
    0.07
    0.06
    0.07
    0.05April 2014
    0.07
    0.06
    0.05
    0.05March 2014
    0.08
    0.06
    0.06
    0.05February 2014
    0.12
    0.06
    0.08
    0.06January 2014
    0.09
    0.04
    0.07
    0.03


B.           PLAN
OF DISTRIBUTION

Not applicable.

C.           MARKETS

The shares of Amarc traded in Canada on the TSX Venture
(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 OTCBB 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.

B.           MEMORANDUM
AND ARTICLES OF ASSOCIATION

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

In March 2004, the Company Act (British Columbia) (the "BCCA")
was replaced by the Business Corporations Act (British Columbia) (the "BCA").
All companies incorporated under the BCCA were required to complete a transition
application to the BCA by March 29, 2006. The directors of the Company
authorized the Company to file a transition application with the Registrar of
Companies and to comply with the BCA.

The Company subsequently filed a Notice of Articles with the
Registrar of Companies on October 2, 2004. The Notice of Articles and the
Articles constitute the constating documents of the Company, and have superseded
the Memorandum and Articles of Association. The Articles of a company, among
other things, set out rules for the conduct of its business and affairs; they
are no longer required to be filed with the Registrar of Companies, but are
required to be kept as part of the company's corporate records.

---

- 46 -

On October 22, 2004, the Company filed a Notice of Alteration
with the Registrar of Companies to remove the former limitation on its
authorized share capital of 100,000,000 common shares without par value. As a
result, the Company's authorized share capital now consists of an unlimited
number of common shares without par value. The Registrar of Companies issued a
Notice of Articles dated October 22, 2004 to reflect this change.

Under the BCA, every "pre-existing company' remained subject to
certain "Pre-existing Company Provisions" contained in the BCCA unless such
provisions were removed with the approval of the shareholders. In order to take
full advantage of the flexibility offered by the BCA, the shareholders adopted a
special resolution on October 12, 2005 authorizing the removal of the
Pre-existing Company Provisions and the adoption by the Company of a new form of
Articles that incorporates provisions permitted under the BCA. On January 31,
2006, the Company filed a Notice of Alteration with the Registrar of Companies
to remove the Pre-Existing Company Provisions, and the Registrar of Companies
issued a Notice of Articles to reflect this change.

As discussed in more detail below, on August 17, 2007, the
Company filed a Notice of Alteration with the Registrar of Companies to create a
new class of Preferred Shares, and the Registrar of Companies issued a Notice of
Articles to reflect this change.

On January 7, 2009 and March 9, 2009, the Registrar of
Companies issued new Notices of Articles in response to Notices of Change of
Directors filed by the Company on those dates. The Notice of Articles dated
March 9, 2009 constitute the current Notice of Articles of the Company.

Effective September 19, 2013 the Companys Articles were
amended to include advance notice provisions relating to the nomination and the
election of directors of the Company.

Set out below is a discussion of the principal changes effected
by the adoption of the new Articles by the Company under the BCA, which took
effect on January 31, 2006.

Borrowing Powers

Under the original Articles of Association, the Company could
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 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 reflected 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 Company's Articles now provide that the Company
may guarantee the repayment of money by any other person or the performance of
any obligation of any other person.

Share Certificates

Under the original Articles of Association, a shareholder was
entitled to a share certificate representing the number of shares of the Company
held. Under the BCA, a shareholder is 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 Articles now 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.

On September 15, 2010, the shareholders of the Company approved
an amendment to the Articles that enabled the Company to use uncertificated
electronic shares and to use an electronic record keeping system.

Indemnity Provisions

Under the BCCA, the Company could only indemnify directors
where it obtained prior court approval, except in certain limited circumstances.
The original Articles of Association provided for the Company to indemnify
directors, subject to the provisions of the BCCA. Under the BCA, the Company is
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 is prohibited from paying an indemnity if:

(a) ****the
party did not act honestly and in good faith with a view to the best interests
of the Company;

(b) ****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

---

- 47 -

(c) ****the
proceeding is brought against the party by the Company or an associated
corporation.

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

Alternate Directors

The original Articles of Association permitted a director to
appoint another director as his alternate. The Company's Articles now permit a
director to appoint anyone as his alternate, as long as that person is qualified
to act as a director.

Amendment of Articles and Notice of Articles

The Articles provide that the general authority required to
amend all provisions of the Company's Articles and the Notice of Articles, other
than as set out in the BCA as specifically requiring a special resolution, can
be effected as an ordinary or by directors' resolution. The Company's Articles
provide that the Company may amend provisions of the Articles and Notice of
Articles relating to certain aspects of its Shares and authorized share
structure by ordinary resolution. A share consolidation or a share split and
name change of the Company can only be done by a resolution of the directors.
The default provision under the BCA is a special resolution where the Articles
are silent as to the type of resolution required.

The Articles also provide that
  the attachment, variation and deletion of special rights and restrictions to any
  class of shares may be authorized by ordinary resolution. 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 required.

All special resolutions of the Company must be adopted by a
majority of two-thirds of votes cast; the Company's original Article of
Association required special resolutions to be adopted by a majority of
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 Articles provide
that shareholders' meetings may be held at such place as is determined by the
directors.

The Articles permit the giving of notice to shareholders,
directors and officers by fax or e-mail in addition to regular mail or personal
delivery.

Officers

Under the original Articles of Association, 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, the Articles do not provide for
such restrictions.

Disclosure of Interest of Directors

The Articles refer to the provisions of the BCA relating to the
disclosure of interest by directors, which superseded more the cumbersome and
outdated provisions contained under the BCCA.

Creation of Preferred Shares

Under the original Articles of Association, the creation of a
new class of shares required the approval of the shareholders of the Company by
a special resolution adopted by a majority of three-quarters of votes cast. In
contrast, the Articles now provide that the creation of a new class of shares
requires the approval of the shareholders of the Company by an ordinary
resolution.

On September 26, 2006, the shareholders adopted an ordinary
resolution authorizing the creation of a new class of Preferred Shares without
par value and without a maximum authorized number, issuable in series, on such
terms as may be determined by the Company's directors for each such series. On
August 17, 2007, the Company filed a Notice of Alteration with the Registrar of
Companies to create the new class of Preferred Shares, and the Registrar of
Companies issued a Notice of Articles to reflect this change.

As a result, the authorized share structure of the Company now
includes, in addition to a class of common shares without par value and without
a maximum number, a class of Preferred Shares without par value and without a maximum number. The Preferred Shares may be
issued in series on such terms as determined by the Company's directors in
accordance with the class rights and restrictions.

---

- 48 -

The special rights and restrictions attaching to the Preferred
Shares are set forth in Article 26 of the Articles, and effectively provide the
directors with wide latitude to create a series of Preferred Shares which may be
convertible into Common Shares, and have attached to them rights that rank ahead
of Common Shares in respect of entitlement to assets and dividends.

C.           MATERIAL
CONTRACTS

Amarc's only material contract as of July 11, 2014 is:

Corporate Services Agreement between Amarc and Hunter Dickinson
Services Inc. dated July 2, 2010. See Item 7.Band Exhibit 4.1.

Other agreements are in the normal course of business.

D.           EXCHANGE
CONTROLS

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

There is no limitation imposed by Canadian law or by the
charter or other constituent documents of the Company on the right of a
non-resident to hold or vote Common Shares of the Company. However, the
Investment Canada Act (Canada) (the "Investment Act") has rules regarding
certain acquisitions of shares by non-Canadians, along with other requirements
under that legislation.

The following discussion summarizes the principal features of
the Investment Act for a non-Canadian who proposes to acquire Common Shares of
the Company. The discussion is general only; it is not a substitute for
independent legal advice from an investor's own adviser; and, except where
expressly noted, it does not anticipate statutory or regulatory amendments.

The Investment Act is a federal statute of broad application
regulating the establishment and acquisition of Canadian businesses by
non-Canadians, including individuals, governments or agencies thereof,
corporations, partnerships, trusts or joint ventures, Investments by
non-Canadians to acquire control over existing Canadian businesses or to
establish new ones are either reviewable or notifiable under the Investment Act.
If an investment by a non-Canadian to acquire control over an existing Canadian
business is reviewable under the Investment Act, the Investment Act generally
prohibits implementation of the investment unless, after review, the Minister of
Industry (or the Minister of Canadian Heritage and Official Languages for
investments in a Canadian business engaged in any of the activities of a
"cultural business"), is satisfied that the investment is likely to be of net
benefit to Canada.

A non-Canadian would acquire control of the Company for the
purposes of the Investment Act through the acquisition of Common Shares if the
non-Canadian acquired a majority of the Common Shares of the Company.

Further, the acquisition of less than a majority but one-third
or more of the Common Shares of the Company would be presumed to be an
acquisition of control of the Company unless it could be established that, on
the acquisition, the Company was not controlled in fact by the acquirer through
the ownership of Common Shares.

To determine whether an investment is reviewable under the
Investment Act it is necessary to consider whether the investor (or the vendor)
is a WTO investor (ie, controlled by persons who are citizens of countries
that are members of the World Trade Organization ("WTO"); there are currently
160 WTO members); the book value of the assets of the Canadian business being
acquired; and whether the Canadian business being acquired engages in cultural
activities.

Where a WTO investor is involved, and if the Canadian business
is being acquired directly and is not engaged in cultural activities, an
investment will be reviewable only if the Canadian operating business being
acquired has assets with a book value in excess of CAD$354 million for 2014.
(Note: the threshold is typically increased in January of each year, and would
be expected to increase in January 2015, unless pending amendments to the
Investment Act increase this threshold before then. Such amendments are expected
to both increase the threshold, and to change it from an assets test to an
enterprise value test. Once the amendments come into force the initial
threshold will be an enterprise value of CAD$600 million, increasing two years
later to CAD$800 million, and after a further two years to CAD$1 billion. The
new threshold will come into force on a date to be determined by regulation once
the definition of enterprise value has been finalised.)

---

- 49 -

If the acquisition by a WTO investor is indirect (i.e., the
acquisition of shares of a foreign corporation that controls a Canadian
business) the transaction is not reviewable. Where the Canadian business engages
in any of the activities of a cultural business, or if neither the investor
nor the vendor are WTO investors, the applicable thresholds for direct and
indirect investments are assets with a book value of CAD$5 million or CAD$50
million, respectively. (The acquisition of a Canadian business that is a
"cultural business" is subject to lower review thresholds under the Investment
Act because of the perceived sensitivity of the cultural sector.) An acquisition
of control of a Canadian business by a non-Canadian that falls below the
thresholds for review under the Investment Act does not require the filing of an
application for review. However, even where an investment falls below the
thresholds, it must still be notified by way of a two-page form to the
Investment Review Division of the Department of Industry (or the Department of
Canadian Heritage for cultural cases). Notifications may be submitted by the
investor any time before or up to 30 days after implementation of the
investment.

In 2009, amendments were enacted to the Investment Act
concerning investments that may be considered injurious to national security. If
the Minister of Industry has reasonable grounds to believe that an investment by
a non-Canadian "could be injurious to national security," the Minister of
Industry may send the non-Canadian a notice indicating that an order for review
of the investment may be made. The review of an investment on the grounds of
national security may occur whether or not an investment is otherwise subject to
review on the basis of net benefit to Canada or otherwise subject to
notification under the Investment Canada Act. To date, there is neither
legislation nor guidelines published, or anticipated to be published, on the
meaning of "injurious to national security." Discussions with government
officials suggest that very few investment proposals will cause a review under
these new sections.

Certain transactions, except those to which the national
security provisions of the Investment Act may apply, relating to Common Shares
of the Company are exempt from the Investment Act, including

(a)        acquisition
of Common Shares of the Company by a person in the ordinary course of that
person's business as a trader or dealer in securities,

(b)        acquisition of
control of the Company in connection with the realization of security granted
for a loan or other financial assistance and not for a purpose related to the
provisions on the Investment Act, and

(c)        acquisition of
control of the Company by reason of an amalgamation, merger, consolidation or
corporate reorganization following which the ultimate direct or indirect control
in fact of the Company, through the ownership of Common Shares, remained
unchanged.

E.           TAXATION

Certain Canadian Federal Income Tax Information for United
States Residents

The following summarizes the principal Canadian federal income
tax considerations generally applicable to the holding and disposition of common
shares of the Company by a holder (a) who, for the purposes of the Income Tax
Act (Canada) the ("Tax Act"), is not resident in Canada or deemed to be resident
in Canada, deals at arm's length and is not affiliated with the Company, 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) who, for the purposes of the Canada-United States Income Tax
Convention (the "Treaty"), is a resident of the United States, has never been a
resident of Canada, has not held or used (and does not hold or use) common
shares in connection with a permanent establishment or fixed base in Canada, and
who qualifies for the full benefits of the Treaty. The Canada Revenue Agency has
introduced special forms to be used in order to substantiate eligibility for
Treaty benefits, and affected holders should consult with their own advisers
with respect to these forms and all relevant compliance matters.

Holders who meet all such criteria in clauses (a) and (b) above
are referred to herein as a "U.S. Holder" or "U.S. Holders", and this summary
only addresses such U.S. Holders. The summary does not deal with special
situations, such as particular circumstances of traders or dealers, limited
liability companies, tax-exempt entities, insurers, financial institutions
(including those to which the mark-to-market provisions of the Tax Act apply),
or entities considered fiscally transparent under applicable law, or otherwise.

This summary is based on the current provisions of the Tax Act
and the regulations thereunder, all proposed amendments to the Tax Act and
regulations publicly announced by the Minister of Finance (Canada) to the date
hereof, the current provisions of the Treaty and our understanding of the
current administrative practices of the Canada Revenue Agency. It has been
assumed that all currently proposed amendments to the Tax Act and regulations
will be enacted as proposed and that there will be no other relevant change in
any governing law, the Treaty or administrative policy, although no assurance
can be given in these respects. This summary does not take into account
provincial, U.S. or other foreign income tax considerations, which may differ
significantly from those discussed herein.

---

- 50 -

This summary is not exhaustive of all possible Canadian income
tax consequences. It is not intended as legal or tax advice to any particular
U.S. Holder and should not be so construed. The tax consequences to a U.S.
Holder will depend on that U.S. Holder's particular circumstances. Accordingly,
all U.S. Holders or prospective U.S. Holders should consult their own tax
advisers with respect to the tax consequences applicable to them having regard
to their own particular circumstances. The discussion below is qualified
accordingly.

Dividend

Dividends paid or deemed to be paid or credited by the Company
to a U.S. Holder are 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 dividend (or 5% in the case of a U.S. holder that is a
corporate shareholder owning at least 10% of the Company's voting shares),
provided the U.S. Holder can establish entitlement to the benefits of the
Treaty.

Disposition

A U.S. Holder is generally 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.

Provided that the Company's common shares are listed on a
"designated stock exchange" for purposes of the Tax Act (which currently
includes the TSX Venture) at the time of disposition, a common share will
generally not constitute taxable Canadian property to a U.S. Holder unless, at
any time during the 60 month period ending at the time of disposition, (i) the
U.S. Holder or persons with whom the U.S. Holder did not deal at arm's length
(or the U.S. Holder together with such persons) owned 25% or more of the issued
shares of any class or series of the Company AND (ii) more than 50% of the fair
market value of the share was derived directly or indirectly from certain types
of assets, including real or immoveable property situated in Canada, Canadian
resource properties or timber resource properties, and options, interests or
rights in respect of any of the foregoing. Common shares may also be deemed to
be taxable Canadian property under the Tax Act in certain specific
circumstances. A U.S. Holder holding Common shares as taxable Canadian property
should consult with the U.S. Holder's own tax advisers in advance of any
disposition of Common shares or deemed disposition under the Tax Act in order to
determine whether any relief from tax under the Tax Act may be available by
virtue of the Treaty, and any related compliance procedures.

United States Federal Income Tax Consequences

The Company believes it is likely a "passive foreign investment
company" which may have adverse U.S. federal income tax consequences for U.S.
shareholders.

U.S. shareholders should be aware that the Company believes it was
  classified as a passive foreign investment company ("PFIC") during the tax year
  ended March 31, 2014, and may be a PFIC in future tax years. If the Company is a
  PFIC for any year during a U.S. shareholder's holding period, then such U.S.
  shareholder generally will be required to treat any gain realized upon a
  disposition of common shares, or any so-called "excess distribution" received on
  its common shares, as ordinary income, and to pay an interest charge on a
  portion of such gain or distributions, unless the shareholder makes a timely and
  effective "qualified electing fund" election ("QEF Election") or a
  "mark-to-market" election with respect to the common shares. A U.S. shareholder
  who makes a QEF Election generally must report on a current basis its share of
  the Company's net capital gain and ordinary earnings for any year in which the
  Company is a PFIC, whether or not the Company distributes any amounts to its
  shareholders. However, U.S. shareholders should be aware that there can be no
  assurance that the Company will satisfy record keeping requirements that apply
  to a qualified electing fund, or that the Company will supply U.S. shareholders
  with information that such U.S. shareholders require to report under the QEF
  Election rules, in the event that the Company is a PFIC and a U.S. shareholder
  wishes to make a QEF Election. Thus, U.S. shareholders may not be able to make a
  QEF Election with respect to their common shares. A U.S. shareholder who makes
  the mark-to-market election generally must include as ordinary income each year
  the excess of the fair market value of the common shares over the taxpayer's
  basis therein. This paragraph is qualified in its entirety by the discussion
  below under the heading "Certain United States Federal Income Tax
  Considerations." Each U.S. shareholder should consult its own tax adviser
  regarding the PFIC rules and the U.S. federal income tax consequences of the
  acquisition, ownership, and disposition of common shares.

---

- 51 -

Certain United States Federal Income Tax Considerations

The following is a general summary of certain material U.S.
federal income tax considerations applicable to a U.S. Holder (as defined below)
arising from and relating to the acquisition, ownership, and disposition of
common shares.

This summary is for general information purposes only and does
not purport to be a complete analysis or listing of all potential U.S. federal
income tax considerations that may apply to a U.S. Holder arising from and
relating to the acquisition, ownership, and disposition of common shares. In
addition, this summary does not take into account the individual facts and
circumstances of any particular U.S. Holder that may affect the U.S. federal
income tax consequences to such U.S. Holder, including specific tax consequences
to a U.S. Holder under an applicable tax treaty. Accordingly, this summary is
not intended to be, and should not be construed as, legal or U.S. federal income
tax advice with respect to any U.S. Holder. This summary does not address the
U.S. federal alternative minimum, U.S. federal estate and gift, U.S. state and
local, and foreign tax consequences to U.S. Holders of the acquisition,
ownership, and disposition of common shares. Except as specifically set forth
below, this summary does not discuss applicable tax reporting requirements. Each
prospective U.S. Holder should consult its own tax adviser regarding the U.S.
federal, U.S. federal alternative minimum, U.S. federal estate and gift, U.S.
state and local, and foreign tax consequences relating to the acquisition,
ownership and disposition of common shares.

No legal opinion from U.S. legal counsel or ruling from the
Internal Revenue Service (the "IRS") has been requested, or will be obtained,
regarding the U.S. federal income tax consequences of the acquisition,
ownership, and disposition of common shares. This summary is not binding on the
IRS, and the IRS is not precluded from taking a position that is different from,
and contrary to, the positions taken in this summary. In addition, because the
authorities on which this summary is based are subject to various
interpretations, the IRS and the U.S. courts could disagree with one or more of
the conclusions described in this summary.

Scope of this Summary

Authorities

This summary is based on the Internal Revenue Code of 1986, as
amended (the "Code"), Treasury Regulations (whether final, temporary, or
proposed), published rulings of the IRS, published administrative positions of
the IRS, the Convention Between Canada and the United States of America with
Respect to Taxes on Income and on Capital, signed September 26, 1980, as amended
(the "Canada-U.S. Tax Convention"), and U.S. court decisions that are applicable
and, in each case, as in effect and available, as of the date of this document.
Any of the authorities on which this summary is based could be changed in a
material and adverse manner at any time, and any such change could be applied on
a retroactive or prospective basis which could affect the U.S. federal income
tax considerations described in this summary. This summary does not discuss the
potential effects, whether adverse or beneficial, of any proposed legislation
that, if enacted, could be applied on a retroactive or prospective basis.

U.S. Holders

For purposes of this summary, the term "U.S. Holder" means a
beneficial owner of common shares that is for U.S. federal income tax purposes:

| | an individual who is a citizen or resident of the U.S.;                                                                                                                                                                                                                                  
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                          
| | a corporation (or other entity taxable as a corporation
      for U.S. federal income tax purposes) organized under the laws of the
      U.S., any state thereof or the District of Columbia;                                                                                           
|  |                                                                                                                                                                                                                                                                                          
| | an estate whose income is subject to U.S. federal income
      taxation regardless of its source; or                                                                                                                                                                                     
|  |                                                                                                                                                                                                                                                                                          
| | a trust that (1) is subject to the primary supervision of
      a court within the U.S. and the control of one or more U.S. persons for
      all substantial decisions or (2) has a valid election in effect under
      applicable Treasury Regulations to be treated as a U.S. person.

Non-U.S. Holders

For purposes of this summary, a "non-U.S. Holder" is a
beneficial owner of common shares that is not a U.S. Holder. This summary does
not address the U.S. federal income tax consequences to non-U.S. Holders arising
from and relating to the acquisition, ownership, and disposition of common
shares. Accordingly, a non-U.S. Holder should consult its own tax adviser
regarding the U.S. federal, U.S. federal alternative minimum, U.S. federal
estate and gift, U.S. state and local, and foreign tax consequences (including
the potential application of and operation of any income tax treaties) relating
to the acquisition, ownership, and disposition of common shares.

---

- 52 -

U.S. Holders Subject to Special U.S. Federal Income Tax
Rules Not Addressed

This summary does not address the U.S. federal income tax
considerations applicable to U.S. Holders that are subject to special provisions
under the Code, including, but not limited to, the following: (a) U.S. Holders
that are tax-exempt organizations, qualified retirement plans, individual
retirement accounts, or other tax-deferred accounts; (b) U.S. Holders that are
financial institutions, underwriters, insurance companies, real estate
investment trusts, or regulated investment companies; (c) U.S. Holders that are
broker-dealers, dealers, or traders in securities or currencies that elect to
apply a mark-to-market accounting method; (d) U.S. Holders that have a
"functional currency" other than the U.S. Dollar; (e) U.S. Holders that own
common shares as part of a straddle, hedging transaction, conversion
transaction, constructive sale, or other arrangement involving more than one
position; (f) U.S. Holders that acquired common shares in connection with the
exercise of employee stock options or otherwise as compensation for services;
(g) U.S. Holders that hold common shares other than as a capital asset within
the meaning of Section 1221 of the Code (generally, property held for investment
purposes); or (h) U.S. Holders that own or have owned (directly, indirectly, or
by attribution) 10% or more of the total combined voting power of the
outstanding shares of the Company. This summary also does not address the U.S.
federal income tax considerations applicable to U.S. Holders who are: (a) U.S.
expatriates or former long-term residents of the U.S.; (b) persons that have
been, are, or will be a resident or deemed to be a resident in Canada for
purposes of the Income Tax Act (Canada) (the "Tax Act"); (c) persons that use or
hold, will use or hold, or that are or will be deemed to use or hold common
shares in connection with carrying on a business in Canada; (d) persons whose
common shares constitute "taxable Canadian property" under the Tax Act; or (e)
persons that have a permanent establishment in Canada for the purposes of the
Canada-U.S. Tax Convention. U.S. Holders that are subject to special provisions
under the Code, including, but not limited to, U.S. Holders described
immediately above, should consult their own tax adviser regarding the U.S.
federal, U.S. federal alternative minimum, U.S. federal estate and gift, U.S.
state and local, and foreign tax consequences relating to the acquisition,
ownership and disposition of common shares.

If an entity or arrangement that is classified as a partnership
(or other "pass-through" entity) for U.S. federal income tax purposes holds
common shares, the U.S. federal income tax consequences to such entity and the
partners (or other owners) of such entity generally will depend on the
activities of the entity and the status of such partners (or owners). This
summary does not address the tax consequences to any such owner. Partners (or
other owners) of entities or arrangements that are classified as partnerships or
as "pass-through" entities for U.S. federal income tax purposes should consult
their own tax advisers regarding the U.S. federal income tax consequences
arising from and relating to the acquisition, ownership, and disposition of
common shares.

Passive Foreign Investment Company Rules

If the Company were to constitute a "passive foreign investment
company" under the meaning of Section 1297 of the Code (a "PFIC", as defined
below) for any year during a U.S. Holder's holding period, then certain
potentially adverse rules will affect the U.S. federal income tax consequences
to a U.S. Holder resulting from the acquisition, ownership and disposition of
common shares. The Company believes that it was classified as a PFIC during the
tax year ended March 31, 2014, and may be a PFIC in future tax years. The
determination of whether any corporation was, or will be, a PFIC for a tax year
depends, in part, on the application of complex U.S. federal income tax rules,
which are subject to differing interpretations. In addition, whether any
corporation will be a PFIC for any tax year depends on the assets and income of
such corporation over the course of each such tax year and, as a result, cannot
be predicted with certainty as of the date of this document. Accordingly, there
can be no assurance that the IRS will not challenge any determination made by
the Company (or any subsidiary of the Company) concerning its PFIC status. Each
U.S. Holder should consult its own tax adviser regarding the PFIC status of the
Company and any subsidiary of the Company.

In addition, in any year in which the Company is classified as
a PFIC, such holder would be required to file an annual report with the IRS
containing such information as Treasury Regulations and/or other IRS guidance
may require. In addition to penalties, a failure to satisfy such reporting
requirements may result in an extension of the time period during which the IRS
can assess a tax. U.S. Holders should consult their own tax advisers regarding
the requirements of filing such information returns under these rules, including
the requirement to file an IRS Form 8621.

PFIC Status of the Company

The Company generally will be a PFIC if, for a tax year, (a)
75% or more of the gross income of the Company is passive income (the "income
test") or (b) 50% or more of the value of the Company's assets either produce
passive income or are held for the production of passive income, based on the
quarterly average of the fair market value of such assets (the "asset test").
"Gross income" generally includes all sales revenues less the cost of goods
sold, plus income from investments and from incidental or outside operations or
sources, and "passive income" generally includes, for example, dividends,
interest, certain rents and royalties, certain gains from the sale of stock and
securities, and certain gains from commodities transactions.

---

- 53 -

Active business gains arising from the sale of commodities
generally are excluded from passive income if substantially all (85% or more) of
a foreign corporation's commodities are stock in trade or inventory, depreciable
property used in a trade or business, or supplies regularly used or consumed in
a trade or business and certain other requirements are satisfied.

For purposes of the PFIC income test and asset test described
above, if the Company owns, directly or indirectly, 25% or more of the total
value of the outstanding shares of another corporation, the Company will be
treated as if it (a) held a proportionate share of the assets of such other
corporation and (b) received directly a proportionate share of the income of
such other corporation. In addition, for purposes of the PFIC income test and
asset test described above, and assuming certain other requirements are met,
"passive income" does not include certain interest, dividends, rents, or
royalties that are received or accrued by the Company from certain "related
persons" (as defined in Section 954(d)(3) of the Code), to the extent such items
are properly allocable to the income of such related person that is not passive
income.

Under certain attribution rules, if the Company is a PFIC, U.S.
Holders will generally be deemed to own their proportionate share of the
Company's direct or indirect equity interest in any company that is also a PFIC
(a ''Subsidiary PFIC''), and will be subject to U.S. federal income tax on their
proportionate share of (a) any "excess distributions," as described below, on
the stock of a Subsidiary PFIC and (b) a disposition or deemed disposition of
the stock of a Subsidiary PFIC by the Company or another Subsidiary PFIC, both
as if such U.S. Holders directly held the shares of such Subsidiary PFIC. In
addition, U.S. Holders may be subject to U.S. federal income tax on any indirect
gain realized on the stock of a Subsidiary PFIC on the sale or disposition of
common shares. Accordingly, U.S. Holders should be aware that they could be
subject to tax even if no distributions are received and no redemptions or other
dispositions of common shares are made.

Default PFIC Rules Under Section 1291 of the Code

If the Company is a PFIC for any tax year during which a U.S.
Holder owns common shares, the U.S. federal income tax consequences to such U.S.
Holder of the acquisition, ownership, and disposition of common shares will
depend on whether and when such U.S. Holder makes an election to treat the
Company and each Subsidiary PFIC, if any, as a "qualified electing fund" or
"QEF" under Section 1295 of the Code (a "QEF Election") or makes a
mark-to-market election under Section 1296 of the Code (a "Mark-to-Market
Election"). A U.S. Holder that does not make either a QEF Election or a
Mark-to-Market Election will be referred to in this summary as a "Non-Electing
U.S. Holder."

A Non-Electing U.S. Holder will be subject to the rules of Section
  1291 of the Code (described below) with respect to (a) any gain recognized on
  the sale or other taxable disposition of common shares and (b) any excess
  distribution received on the common shares. A distribution generally will be an
  "excess distribution" to the extent that such distribution (together with all
  other distributions received in the current tax year) exceeds 125% of the
  average distributions received during the three preceding tax years (or during a
  U.S. Holder's holding period for the common shares, if shorter).

Under Section 1291 of the Code, any gain recognized on the sale
or other taxable disposition of common shares (including an indirect disposition
of the stock of any Subsidiary PFIC), and any "excess distribution" received on
common shares or with respect to the stock of a Subsidiary PFIC, must be ratably
allocated to each day in a Non-Electing U.S. Holder's holding period for the
respective common shares. The amount of any such gain or excess distribution
allocated to the tax year of disposition or distribution of the excess
distribution and to years before the entity became a PFIC, if any, would be
taxed as ordinary income. The amounts allocated to any other tax year would be
subject to U.S. federal income tax at the highest tax rate applicable to
ordinary income in each such year, and an interest charge would be imposed on
the tax liability for each such year, calculated as if such tax liability had
been due in each such year. A Non-Electing U.S. Holder that is not a corporation
must treat any such interest paid as "personal interest," which is not
deductible.

If the Company is a PFIC for any tax year during which a
Non-Electing U.S. Holder holds common shares, the Company will continue to be
treated as a PFIC with respect to such Non-Electing U.S. Holder, regardless of
whether the Company ceases to be a PFIC in one or more subsequent tax years. A
Non-Electing U.S. Holder may terminate this deemed PFIC status by electing to
recognize gain (which will be taxed under the rules of Section 1291 of the Code
discussed above), but not loss, as if such common shares were sold on the last
day of the last tax year for which the Company was a PFIC.

---

- 54 -

QEF Election

A U.S. Holder that makes a timely and effective QEF Election
for the first tax year in which its holding period of its common shares begins
generally will not be subject to the rules of Section 1291 of the Code discussed above with respect to its common shares. A U.S.
Holder that makes a timely and effective QEF Election will be subject to U.S.
federal income tax on such U.S. Holder's pro rata share of (a) the net capital
gain of the Company, which will be taxed as long-term capital gain to such U.S.
Holder, and (b) the ordinary earnings of the Company, which will be taxed as
ordinary income to such U.S. Holder. Generally, "net capital gain" is the excess
of (a) net long-term capital gain over (b) net short-term capital loss, and
"ordinary earnings" are the excess of (a) "earnings and profits" over (b) net
capital gain. A U.S. Holder that makes a QEF Election will be subject to U.S.
federal income tax on such amounts for each tax year in which the Company is a
PFIC, regardless of whether such amounts are actually distributed to such U.S.
Holder by the Company. However, for any tax year in which the Company is a PFIC
and has no net income or gain, U.S. Holders that have made a QEF Election would
not have any income inclusions as a result of the QEF Election. If a U.S. Holder
that made a QEF Election has an income inclusion, such a U.S. Holder may,
subject to certain limitations, elect to defer payment of current U.S. federal
income tax on such amounts, subject to an interest charge. If such U.S. Holder
is not a corporation, any such interest paid will be treated as "personal
interest," which is not deductible.

A U.S. Holder that makes a timely and effective QEF Election
with respect to the Company generally (a) may receive a tax-free distribution
from the Company to the extent that such distribution represents "earnings and
profits" of the Company that were previously included in income by the U.S.
Holder because of such QEF Election and (b) will adjust such U.S. Holder's tax
basis in the common shares to reflect the amount included in income or allowed
as a tax-free distribution because of such QEF Election. In addition, a U.S.
Holder that makes a QEF Election generally will recognize capital gain or loss
on the sale or other taxable disposition of common shares.

The procedure for making a QEF Election, and the U.S. federal
income tax consequences of making a QEF Election, will depend on whether such
QEF Election is timely. A QEF Election will be treated as "timely" if such QEF
Election is made for the first year in the U.S. Holder's holding period for the
common shares in which the Company was a PFIC. A U.S. Holder may make a timely
QEF Election by filing the appropriate QEF Election documents at the time such
U.S. Holder files a U.S. federal income tax return for such year. If a U.S.
Holder does not make a timely and effective QEF Election for the first year in
the U.S. Holder's holding period for the common shares, the U.S. Holder may
still be able to make a timely and effective QEF Election in a subsequent year
if such U.S. Holder meets certain requirements and makes a "purging" election to
recognize gain (which will be taxed under the rules of Section 1291 of the Code
discussed above) as if such common shares were sold for their fair market value
on the day the QEF Election is effective. If a U.S. Holder owns PFIC stock
indirectly through another PFIC, separate QEF Elections must be made for the
PFIC in which the U.S. Holder is a direct shareholder and the Subsidiary PFIC
for the QEF rules to apply to both PFICs.

A QEF Election will apply to the tax year for which such QEF
Election is timely made and to all subsequent tax years, unless such QEF
Election is invalidated or terminated or the IRS consents to revocation of such
QEF Election. If a U.S. Holder makes a QEF Election and, in a subsequent tax
year, the Company ceases to be a PFIC, the QEF Election will remain in effect
(although it will not be applicable) during those tax years in which the Company
is not a PFIC. Accordingly, if the Company becomes a PFIC in another subsequent
tax year, the QEF Election will be effective and the U.S. Holder will be subject
to the QEF rules described above during any subsequent tax year in which the
Company qualifies as a PFIC.

U.S. Holders should be aware that there can be no assurances
that the Company will satisfy the record keeping requirements that apply to a
QEF, or that the Company will supply U.S. Holders with information that such
U.S. Holders are required to report under the QEF rules, in the event that the
Company is a PFIC. Thus, U.S. Holders may not be able to make a QEF Election
with respect to their common shares. Each U.S. Holder should consult its own tax
adviser regarding the availability of, and procedure for making, a QEF Election.

A U.S. Holder makes a QEF Election by attaching a completed IRS
Form 8621, including a PFIC Annual Information Statement, to a timely filed
United States federal income tax return. However, if the Company cannot provide
the required information with regard to the Company or any of its Subsidiary
PFICs, U.S. Holders will not be able to make a QEF Election for such entity and
will continue to be subject to the rules discussed above that apply to
Non-Electing U.S. Holders with respect to the taxation of gains and excess
distributions.

Mark-to-Market Election

A U.S. Holder may make a Mark-to-Market Election only if the
common shares are marketable stock. The common shares generally will be
"marketable stock" if the common shares are regularly traded on (a) a national
securities exchange that is registered with the Securities and Exchange
Commission, (b) the national market system established pursuant to section 11A
of the Securities and Exchange Act of 1934, or (c) a foreign securities exchange
that is regulated or supervised by a governmental authority of the country in
which the market is located, provided that (i) such foreign exchange has trading
volume, listing, financial disclosure, and surveillance requirements, and meets
other requirements and the laws of the country in which such foreign exchange is
located, together with the rules of such foreign exchange, ensure that such requirements are actually enforced and (ii)
the rules of such foreign exchange effectively promote active trading of listed
stocks. If such stock is traded on such a qualified exchange or other market,
such stock generally will be "regularly traded" for any calendar year during
which such stock is traded, other than in de minimis quantities, on at least 15
days during each calendar quarter.

---

- 55 -

A U.S. Holder that makes a Mark-to-Market Election with respect
to its common shares generally will not be subject to the rules of Section 1291
of the Code discussed above with respect to such common shares. However, if a
U.S. Holder does not make a Mark-to-Market Election beginning in the first tax
year of such U.S. Holder's holding period for the common shares or such U.S.
Holder has not made a timely QEF Election, the rules of Section 1291 of the Code
discussed above will apply to certain dispositions of, and distributions on, the
common shares.

A U.S. Holder that makes a Mark-to-Market Election will include
in ordinary income, for each tax year in which the Company is a PFIC, an amount
equal to the excess, if any, of (a) the fair market value of the common shares,
as of the close of such tax year over (b) such U.S. Holder's tax basis in such
common shares. A U.S. Holder that makes a Mark-to-Market Election will be
allowed a deduction in an amount equal to the excess, if any, of (a) such U.S.
Holder's adjusted tax basis in the common shares, over (b) the fair market value
of such common shares (but only to the extent of the net amount of previously
included income as a result of the Mark-to-Market Election for prior tax years).

A U.S. Holder that makes a Mark-to-Market Election generally
also will adjust such U.S. Holder's tax basis in the common shares to reflect
the amount included in gross income or allowed as a deduction because of such
Mark-to-Market Election. In addition, upon a sale or other taxable disposition
of common shares, a U.S. Holder that makes a Mark-to-Market Election will
recognize ordinary income or ordinary loss (not to exceed the excess, if any, of
(a) the amount included in ordinary income because of such Mark-to-Market
Election for prior tax years over (b) the amount allowed as a deduction because
of such Mark-to-Market Election for prior tax years). Losses that exceed this
limitation are subject to the rules generally applicable to losses provided in
the Code and Treasury Regulations.

A U.S. Holder makes a Mark-to-Market Election by attaching a
completed IRS Form 8621 to a timely filed United States federal income tax
return. A Mark-to-Market Election applies to the tax year in which such
Mark-to-Market Election is made and to each subsequent tax year, unless the
common shares cease to be "marketable stock" or the IRS consents to revocation
of such election. Each U.S. Holder should consult its own tax adviser regarding
the availability of, and procedure for making, a Mark-to-Market Election.

Although a U.S. Holder may be eligible to make a Mark-to-Market
Election with respect to the common shares, no such election may be made with
respect to the stock of any Subsidiary PFIC that a U.S. Holder is treated as
owning, because such stock is not marketable. Hence, the Mark-to-Market Election
will not be effective to eliminate the application of the default rules of
Section 1291 of the Code described above with respect to deemed dispositions of
Subsidiary PFIC stock or excess distributions from a Subsidiary PFIC.

Other PFIC Rules

Under Section 1291(f) of the Code, the IRS has issued proposed
Treasury Regulations that, subject to certain exceptions, would cause a U.S.
Holder that had not made a timely QEF Election to recognize gain (but not loss)
upon certain transfers of common shares that would otherwise be tax-deferred
(e.g., gifts and exchanges pursuant to corporate reorganizations). However, the
specific U.S. federal income tax consequences to a U.S. Holder may vary based on
the manner in which common shares are transferred.

Certain additional adverse
  rules may apply with respect to a U.S. Holder if the Company is a PFIC,
  regardless of whether such U.S. Holder makes a QEF Election. For example, under
  Section 1298(b)(6) of the Code, a U.S. Holder that uses common shares as
  security for a loan will, except as may be provided in Treasury Regulations, be
  treated as having made a taxable disposition of such common shares.

Special rules also apply to the amount of foreign tax credit
that a U.S. Holder may claim on a distribution from a PFIC. Subject to such
special rules, foreign taxes paid with respect to any distribution in respect of
stock in a PFIC are generally eligible for the foreign tax credit. The rules
relating to distributions by a PFIC and their eligibility for the foreign tax
credit are complicated, and a U.S. Holder should consult with its own tax
adviser regarding the availability of the foreign tax credit with respect to
distributions by a PFIC.

The PFIC rules are complex, and each U.S. Holder should consult
its own tax adviser regarding the PFIC rules and how the PFIC rules may affect
the U.S. federal income tax consequences of the acquisition, ownership, and
disposition of common shares.

---

- 56 -

Ownership and Disposition of Common Shares

The following discussion is subject to the rules described
above under the heading "Passive Foreign Investment Company Rules."

Distributions on Common Shares

A U.S. Holder that receives a distribution, including a
constructive distribution, with respect to a common share will be required to
include the amount of such distribution in gross income as a dividend (without
reduction for any Canadian income tax withheld from such distribution) to the
extent of the current or accumulated "earnings and profits" of the Company, as
computed for U.S. federal income tax purposes. A dividend generally will be
taxed to a U.S. Holder at ordinary income tax rates if the Company is a PFIC. To
the extent that a distribution exceeds the current and accumulated "earnings and
profits" of the Company, such distribution will be treated first as a tax-free
return of capital to the extent of a U.S. Holder's tax basis in the common
shares and thereafter as gain from the sale or exchange of such common shares.
(See " Sale or Other Taxable Disposition of common shares" below). However, the
Company may not maintain the calculations of earnings and profits in accordance
with U.S. federal income tax principles, and each U.S. Holder should therefore
assume that any distribution by the Company with respect to the common shares
will constitute ordinary dividend income. Dividends received on common shares
generally will not be eligible for the "dividends received deduction". In
addition, the Company does not anticipate that its distributions will constitute
qualified dividend income eligible for the preferential tax rates applicable to
long-term capital gains. The dividend rules are complex, and each U.S. Holder
should consult its own tax adviser regarding the application of such rules.

Sale or Other Taxable Disposition of Common Shares

Upon the sale or other taxable disposition of common shares, a
U.S. Holder generally will recognize capital gain or loss in an amount equal to
the difference between the U.S. Dollar value of cash received plus the fair
market value of any property received and such U.S. Holder's tax basis in such
common shares sold or otherwise disposed of. A U.S. Holder's tax basis in common
shares generally will be such holder's U.S. Dollar cost for such common shares.
Gain or loss recognized on such sale or other disposition generally will be
long-term capital gain or loss if, at the time of the sale or other disposition,
the common shares have been held for more than one year.

Preferential tax rates currently apply to long-term capital
gain of a U.S. Holder that is an individual, estate, or trust. There are
currently no preferential tax rates for long-term capital gain of a U.S. Holder
that is a corporation. Deductions for capital losses are subject to significant
limitations under the Code.

Additional Tax on Passive Income

Certain individuals, estates and trusts whose income exceeds
certain thresholds will be required to pay a 3.8% Medicare surtax on "net
investment income" including, among other things, dividends and net gain from
dispositions of property (other than property held in certain trades or
businesses). U.S. Holders should consult with their own tax advisers regarding
the effect, if any, of this tax on their ownership and disposition of common
shares.

Receipt of Foreign Currency

The amount of any distribution paid to a U.S. Holder in foreign
currency, or on the sale, exchange or other taxable disposition of common
shares, generally will be equal to the U.S. Dollar value of such foreign
currency based on the exchange rate applicable on the date of receipt
(regardless of whether such foreign currency is converted into U.S. Dollars at
that time). A U.S. Holder will have a basis in the foreign currency equal to its
U.S. Dollar value on the date of receipt. Any U.S. Holder who converts or
otherwise disposes of the foreign currency after the date of receipt may have a
foreign currency exchange gain or loss that would be treated as ordinary income
or loss, and generally will be U.S. source income or loss for foreign tax credit
purposes. Different rules apply to U.S. Holders who use the accrual method with
respect to foreign currency received upon the sale, exchange or other taxable
disposition of the common shares. Each U.S. Holder should consult its own U.S.
tax adviser regarding the U.S. federal income tax consequences of receiving,
owning, and disposing of foreign currency.

Foreign Tax Credit

Subject to the PFIC rules discussed above, a U.S. Holder that
pays (whether directly or through withholding) Canadian income tax with respect
to dividends paid on the common shares generally will be entitled, at the election of such U.S. Holder, to receive
either a deduction or a credit for such Canadian income tax. Generally, a credit
will reduce a U.S. Holder's U.S. federal income tax liability on a
Dollar-for-Dollar basis, whereas a deduction will reduce a U.S. Holder's income
subject to U.S. federal income tax. This election is made on a year-by-year
basis and applies to all foreign taxes paid (whether directly or through
withholding) by a U.S. Holder during a year.

---

- 57 -

Complex limitations apply to the foreign tax credit, including
the general limitation that the credit cannot exceed the proportionate share of
a U.S. Holder's U.S. federal income tax liability that such U.S. Holder's
"foreign source" taxable income bears to such U.S. Holder's worldwide taxable
income. In applying this limitation, a U.S. Holder's various items of income and
deduction must be classified, under complex rules, as either "foreign source" or
"U.S. source." Generally, dividends paid by a foreign corporation should be
treated as foreign source for this purpose, and gains recognized on the sale of
stock of a foreign corporation by a U.S. Holder should be treated as U.S. source
for this purpose, except as otherwise provided in an applicable income tax
treaty, and if an election is properly made under the Code. However, the amount
of a distribution with respect to the common shares that is treated as a
"dividend" may be lower for U.S. federal income tax purposes than it is for
Canadian federal income tax purposes, resulting in a reduced foreign tax credit
allowance to a U.S. Holder. In addition, this limitation is calculated
separately with respect to specific categories of income. The foreign tax credit
rules are complex, and each U.S. Holder should consult its own U.S. tax adviser
regarding the foreign tax credit rules.

Backup Withholding and Information Reporting

Under U.S. federal income tax law, certain categories of U.S.
Holders must file information returns with respect to their investment in, or
involvement in, a foreign corporation. For example, U.S. return disclosure
obligations (and related penalties) are imposed on individuals who are U.S.
Holders that hold certain specified foreign financial assets in excess of
certain threshold amounts. The definition of specified foreign financial assets
includes not only financial accounts maintained in foreign financial
institutions, but also, unless held in accounts maintained by a financial
institution, any stock or security issued by a non-U.S. person, any financial
instrument or contract held for investment that has an issuer or counterparty
other than a U.S. person and any interest in a foreign entity. U.S. Holders may
be subject to these reporting requirements unless their common shares are held
in an account at certain financial institutions. Penalties for failure to file
certain of these information returns are substantial. U.S. Holders should
consult with their own tax advisers regarding the requirements of filing
information returns, including the requirement to file an IRS Form 8938.

Payments made within the U.S. or by a U.S. payor or U.S.
middleman, of dividends on, and proceeds arising from the sale or other taxable
disposition of, common shares will generally be subject to information reporting
and backup withholding tax, at the rate of 28%, if a U.S. Holder (a) fails to
furnish such U.S. Holder's correct U.S. taxpayer identification number
(generally on Form W-9), (b) furnishes an incorrect U.S. taxpayer identification
number, (c) is notified by the IRS that such U.S. Holder has previously failed
to properly report items subject to backup withholding tax, or (d) fails to
certify, under penalty of perjury, that such U.S. Holder has furnished its
correct U.S. taxpayer identification number and that the IRS has not notified
such U.S. Holder that it is subject to backup withholding tax. However, certain
exempt persons generally are excluded from these information reporting and
backup withholding rules. Backup withholding is not an additional tax. Any
amounts withheld under the U.S. backup withholding tax rules will be allowed as
a credit against a U.S. Holder's U.S. federal income tax liability, if any, or
will be refunded, if such U.S. Holder furnishes required information to the IRS
in a timely manner. Each U.S. Holder should consult its own tax adviser
regarding the information reporting and backup withholding rules.

F.           DIVIDENDS
AND PAYING AGENTS

Not applicable.

G.           STATEMENT
BY EXPERTS

Not applicable.

H.           DOCUMENTS
ON DISPLAY

Exhibits attached to this Form 20-F are also available for
viewing on EDGAR, or at the offices of Amarc, Suite 1500  1040 West Georgia
Street, Vancouver, British Columbia V6E 4H1 or on request of Amarc at
604-684-6365, attention: Corporate Secretary. 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.

---

- 58 -

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
typically holds most of its funds in Canadian Dollars and typically acquires
foreign currency on an as-needed basis and, hence, it is not significantly
affected by exchange rate risk. The Company does, however, from time to time,
invest in U.S. Dollars denominated short-term investments. The Company is
exposed to foreign currency exchange risk on such investments. However, such
U.S. Dollars denominated investments have been minor and the foreign exchange
risk has been immaterial.

The Company currently does not engage in foreign currency
hedging.

C.           INTEREST
RATE RISK AND EQUITY PRICE RISK

Amarc is equity financed and does not have any long-term debt.
Amarc's liabilities consist of routine accounts payable and balances due to
related parties.

Some of the Company's marketable securities are subject to
equity price risk as they relate to shares held in publicly-traded companies.
Given the small value of the Company's marketable securities, equity price risk
for the Company is nominal.

D.           COMMODITY
PRICE RISK

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

ITEM
12           DESCRIPTION
OF SECURITIES OTHER THAN EQUITY SECURITIES

Not applicable.

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.

---

- 59 -

ITEM
15           CONTROLS AND
PROCEDURES

DISCLOSURE CONTROLS AND PROCEDURES

At the end of the period covered by this annual report on Form
20-F, an evaluation was carried out with the participation of the Company's
management, including the President and Chief Executive Officer ("CEO") and the
Chief Financial Officer ("CFO"), of the effectiveness of the Company's
disclosure controls and procedures (as defined in Rules 13a  15(e) and 15d
15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange
Act")). Based on that evaluation, the President and CEO and the CFO have
concluded that as of the end of the period covered by this annual report on Form
20-F, the Company's disclosure controls and procedures were effective in
providing reasonable assurance that: (i) information required to be disclosed by
the Company in reports that it files or submits to the SEC under the Exchange
Act was recorded, processed, summarized and reported within the time periods
specified in applicable rules and forms, and (ii) material information required
to be disclosed in the Company's reports filed under the Exchange Act was
accumulated and communicated to the Company's management, including the
President and CEO and the CFO, as appropriate, to allow for accurate and timely
decisions regarding required disclosure.

MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER
FINANCIAL REPORTING

The Company's management, including the President and CEO and
CFO, is responsible for establishing and maintaining adequate internal control
over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange Act. The Company's internal control over financial reporting is a
process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation and fair presentation of financial
statements for external purposes in accordance with IFRS. The Company's internal
control over financial reporting includes those policies and procedures
that:

| | pertain to the maintenance of records that, in reasonable
      detail, accurately and fairly reflect the transactions and dispositions of
      the assets of the Company;                                                                                                                                                    
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                                                                
| | provide reasonable assurance that transactions are
      recorded as necessary to permit preparation of financial statements in
      accordance with IFRS, and that receipts and expenditures of the Company
      are being made only in accordance with authorizations of management and
      directors of the Company; and
|  |                                                                                                                                                                                                                                                                                                                                
| | provide reasonable assurance regarding prevention or
      timely detection of unauthorized acquisition, use or disposition of the
      Company's assets that could have a material effect on the financial
      statements.                                                                                                 

With the participation of the President and CEO and CFO,
management conducted an evaluation of the design and operation of the Company's
internal control over financial reporting as of March 31, 2014, based on the
criteria set forth in Internal Control  Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission. This
evaluation included review of the documentation of controls, evaluation of the
design effectiveness of controls, testing of the operating effectiveness of
controls and a conclusion on this evaluation. Based on this evaluation,
management concluded in its report that the Company's internal control over
financial reporting was effective as of March 31, 2014.

This annual report does not include an attestation report of
the Company's registered public accounting firm regarding internal control over
financial reporting. Management's report was not subject to attestation by the
Company's registered public accounting firm pursuant to rules that permit the
Company to provide only management's report in this annual report.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

During the period covered by this annual report on Form 20-F,
no changes occurred in the Company's internal control over financial reporting
that have materially affected, or are reasonably likely to materially affect,
the Company's internal control over financial reporting.

LIMITATIONS OF CONTROLS AND PROCEDURES

The Company's management, including its President and CEO and
CFO, does not expect that its disclosure controls and procedures or internal
controls and procedures will prevent all errors and all fraud. A control system,
no matter how well conceived and operated, can provide only reasonable, not
absolute, assurance that the objectives of the control system are met. Further,
the design of a control system must reflect the fact that there are resource constraints, and the
benefits of controls must be considered relative to their costs.

---

- 60 -

Because of the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that all control issues
and instances of fraud, if any, within the Company have been detected. These
inherent limitations include the realities that judgments in decision-making can
be faulty, and that breakdowns can occur because of simple error or mistake.
Additionally, controls can be circumvented by the individual acts of some
persons, by collusion of two or more people, or by management override of the
controls. The design of any system of controls is also based in part upon
certain assumptions about the likelihood of future events, and there can be no
assurance that any design will succeed in achieving its stated goals under all
potential future conditions; over time, controls may become inadequate because
of changes in conditions, or the degree of compliance with the policies or
procedures may deteriorate. Because of the inherent limitations in a
cost-effective control system, misstatements due to error or fraud may occur and
not be detected.

ITEM
16           [RESERVED]

ITEM
16A         AUDIT COMMITTEE
FINANCIAL EXPERT

The members of the audit committee are Rene Carrier, Barry
Coughlan and Jeffrey Mason. The board of directors has determined that Mr. Mason
qualifies as a "financial expert" under the rules of the Securities and Exchange
Commission, based on his education and experience. Mr. Mason is independent, as
the term is defined in section 803 of the NYSE/MKT Company Guide.

Each audit committee member is able to read and understand
fundamental financial statements.

ITEM
16B         CODE OF ETHICS

The Company's board of directors has adopted a Code of Ethics
governing directors, officers, employees and contractors. The Code of Ethics
sets forth written standards that are designed to deter wrongdoing and to
promote:

|(a) | honest and ethical conduct, including the ethical
      handling of actual or apparent conflicts of interest between personal and
      professional relationships;                                                             
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                 
|(b) | full, fair, accurate, timely, and understandable
      disclosure in reports and documents that the Company files with, or
      submits to, securities regulators and in other public communications made
      by the Company;
|    |                                                                                                                                                                                                                                 
|(c) | compliance with applicable laws, rules and
      regulations;                                                                                                                                                                   
|    |                                                                                                                                                                                                                                 
|(d) | the prompt internal reporting of violations of the Code
      of Ethics to an appropriate person or persons identified in the Code;
      and                                                                                   
|    |                                                                                                                                                                                                                                 
|(e) | accountability for adherence to the Code of
  Ethics.                                                                                                                                                                           

The board of directors monitors compliance with the Code of
Ethics by ensuring that all Company personnel have read and understood the Code
of Ethics, and by charging management with bringing to the attention of the
board of directors any issues that arise with respect to the Code of Ethics.

The Company's Code of Ethics was filed as Exhibit 11.1 of the
Company's Form 20-F filed on October 7, 2008. The Company's Code of Ethics can
be viewed at the Company's website. The Company will also provide a copy of the
Code of Ethics to any person without charge, upon request. Requests can be sent
by mail to: 15th floor, 1040 West Georgia Street, Vancouver, British Columbia
V6E 4H1 or on request of the Company at 604-684-6365, attention: Investor
Relations Department.

During the most recently completed fiscal year, the Company has
neither: (a) amended its Code of Ethics; nor (b) granted any waiver (including
any implicit waiver) form any provision of its Code of Ethics.

ITEM
16C         PRINCIPAL ACCOUNTANT
FEES AND SERVICES

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

---

- 61 -

Services:
    
    Year endedMarch
      31,2014
    Year endedMarch
      31,2013Audit Fees
    Includes fees necessary to perform the annual
      audit and quarterly reviews of the Company's financial statements. Audit
      Fees include fees for review of tax provisions and for accounting
      consultations on matters reflected in the financial statements. Audit Fees
      also include audit or other attest services required by legislation or
      regulation, such as comfort letters, consents, reviews of securities
      filings and statutory audits.
    $23,000
    $23,000Audit-related Fees
    Includes 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.
    Nil
    NilTax Fees
    Includes fees for all tax services other than
      those included in "Audit Fees" and "Audit-related Fees". This category
      includes fees for tax compliance, tax planning and tax advice. Tax
      planning and tax advice includes assistance with tax audits and appeals,
      tax advice related to mergers and acquisitions, and requests for rulings
      or technical advice from tax authorities.
    Nil
    NilAll Other Fees
    Includes all other non-audit services.
    4,000
    4,000Total
    
    $27,000
    $27,000


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 SEC,
and whether the services requested and the fees related to such services could
impair the independence of the auditors. No material non-audit services were
provided by the Company's auditors during the year ended March 31, 2014.

ITEM
16D         EXEMPTIONS FROM LISTING
STANDARDS FOR AUDIT COMMITTEES

Not applicable.

ITEM
16E         PURCHASES OF EQUITY
SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

In the year ended March 31, 2014, the Company did not purchase
any of its issued and outstanding Common Shares pursuant to any repurchase
program or otherwise.

ITEM
16F         CHANGE IN REGISTRANT'S
CERTIFYING ACCOUNTANT

None.

ITEM
16G         CORPORATE GOVERNANCE

Not applicable.

ITEM
16H         MINE SAFETY DISCLOSURE

Not applicable.

---

- 62 -

ITEM
17           FINANCIAL
STATEMENTS

Not applicable. See Item 18  Financial
Statements

ITEM
18           FINANCIAL
STATEMENTS

The following attached financial statements are incorporated
herein:

- Report of the Company's independent registered chartered accountants, De
  Visser Gray LLP, dated July 11, 2014;
- Statements of financial position as at March 31, 2014 and March 31, 2013;
- Statements of comprehensive loss for the years ended March 31, 2014 and
  March 31, 2013;
- Statements of cash flows for the years ended March 31, 2014 and March 31,
  2013;
- Statements of changes in equity for the years ended March 31, 2014 and
  March 31, 2013; and
- Notes to annual financial statements

---















AMARC RESOURCES
  LTD.

FINANCIAL STATEMENTS





FOR THE YEARS ENDED
  MARCH 31, 2014 and 2013



(Expressed in Canadian Dollars)

---



REPORT OF INDEPENDENT REGISTERED CHARTERED ACCOUNTANTS

To the Board of Directors and Shareholders of Amarc
  Resources Ltd.

We have audited the accompanying financial statements of Amarc
  Resources Ltd., which comprise the statements of financial position as at March
  31, 2014 and March 31, 2013 and the statements of comprehensive loss, changes in
  equity and cash flows for the years ended March 31, 2014 and March 31, 2013, and
  a summary of significant accounting policies and other explanatory
  information.

Managements Responsibility for the Financial Statements

Management is responsible for the preparation and fair
  presentation of these financial statements in accordance with International
  Financial Reporting Standards as issued by the International Accounting
  Standards Board, and for such internal control as management determines is
  necessary to enable the preparation of financial statements that are free from
  material misstatement, whether due to fraud or error.

Auditors Responsibility

Our responsibility is to express an opinion on these financial
  statements based on our audits. We conducted our audits in accordance with
  Canadian generally accepted auditing standards and the standards of the Public
  Company Accounting Oversight Board (United States). Those standards require that
  we comply with ethical requirements and plan and perform the audit to obtain
  reasonable assurance whether the financial statements are free from material
  misstatement.

An audit involves performing procedures to obtain audit
  evidence about the amounts and disclosures in the financial statements. The
  procedures selected depend on the auditors judgment, including the assessment
  of the risks of material misstatement of the financial statements, whether due
  to fraud or error. In making those risk assessments, the auditor considers
  internal control relevant to the entity's preparation and fair presentation of
  the financial statements in order to design audit procedures that are
  appropriate in the circumstances, but not for the purpose of expressing an
  opinion on the effectiveness of the entitys internal control. An audit also
  includes evaluating the appropriateness of accounting policies used and the
  reasonableness of accounting estimates made by management, as well as evaluating
  the overall presentation of the financial statements.

We believe that the audit evidence we have obtained in our
  audits is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements present fairly, in all
  material respects, the financial position of Amarc Resources Ltd. as at March
  31, 2014 and March 31, 2013 and its financial performance and its cash flows for
  the years ended March 31, 2014 and March 31, 2013 in accordance with
  International Financial Reporting Standards as issued by the International
  Accounting Standards Board.

**De Visser Gray LLP**

INDEPENDENT REGISTERED CHARTERED ACCOUNTANTS 
  Vancouver, Canada 
  July 11, 2014

---

Amarc Resources
  Ltd.Statements of Financial Position
  (Expressed in
  Canadian Dollars)

|                                                        |   | March
      31, |   |   | March
      31, |  
|------------------------------------------------------- | - | --------------- | - | - | --------------- | -
|                                                        |   | 2014            |   |   | 2013            |  
|                                                        |   |                 |   |   |                 |  
|ASSETS                                                  |   |                 |   |   |                 |  
|                                                        |   |                 |   |   |                 |  
|Current assets                                          |   |                 |   |   |                 |  
|Cash and cash equivalents
      (note 3)                | $ | 4,772,772       |   | $ | 5,869,313       |  
|Amounts receivable and other assets (note 5)            |   | 76,264          |   |   | 142,815         |  
|Marketable securities (note 6)                          |   | 96,179          |   |   | 81,042          |  
|                                                        |   | 4,945,215       |   |   | 6,093,170       |  
|                                                        |   |                 |   |   |                 |  
|Non-current assets                                      |   |                 |   |   |                 |  
|Restricted cash (note 4)                                |   | 232,666         |   |   | 266,802         |  
|Amounts receivable (note 5)                             |   | 128,184         |   |   | 1,282,847       |  
|Equipment                                               |   |                |   |   | 1,205           |  
|Mineral property interests (note 7)                     |   |                |   |   | 2               |  
|                                                        |   | 360,850         |   |   | 1,550,856       |  
|                                                        |   |                 |   |   |                 |  
|Total assets                                            | $ | 5,306,065       |   | $ | 7,644,026       |  
|                                                        |   |                 |   |   |                 |  
|LIABILITIES AND SHAREHOLDERS' EQUITY                    |   |                 |   |   |                 |  
|                                                        |   |                 |   |   |                 |  
|Current liabilities                                     |   |                 |   |   |                 |  
|Accounts payable and accrued liabilities (note
      8) | $ | 35,401          |   | $ | 32,909          |  
|Balances due to related
      parties (note 11(b))      |   | 69,939          |   |   | 166,953         |  
|Quartz Mountain debenture obligation (note 9)           |   |                |   |   | 260,000         |  
|                                                        |   | 105,340         |   |   | 459,862         |  
|                                                        |   |                 |   |   |                 |  
|Shareholders' equity                                    |   |                 |   |   |                 |  
|Share capital (note 10)                                 |   | 58,761,410      |   |   | 58,756,410      |  
|Reserves                                                |   | 5,103,263       |   |   | 4,936,897       |  
|Accumulated deficit                                     |   | (58,663,948     | ) |   | (56,509,143     | )
|                                                        |   | 5,200,725       |   |   | 7,184,164       |  
|                                                        |   |                 |   |   |                 |  
|Total liabilities and shareholders' equity              | $ | 5,306,065       |   | $ | 7,644,026       |  
|                                                        |   |                 |   |   |                 |  
|Nature and continuance of operations (note
      1)     |   |                 |   |   |                 |  

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

|/s/ Robert A. Dickinson | /s/ Rene G. Carrier
|----------------------- | -------------------
|                        |                    
|                        |                    
|Robert A. Dickinson     | Rene G. Carrier    
|Director                | Director           

---

Amarc Resources
  Ltd.Statements of Comprehensive Loss
  (Expressed in
  Canadian Dollars, except for weighted average number of common shares
  outstanding)

|                                                                                                           |   | Year ended March 31, |  
|---------------------------------------------------------------------------------------------------------- | - | -------------------- | -
|                                                                                                           |   | 2014                 |  
|                                                                                                           |   |                      |  
|Expenses                                                                                                   |   |                      |  
|Exploration and evaluation(notes 11, 13)                                                                   | $ | 1,094,601            |  
|Assays and analysis                                                                                        |   | 54,362               |  
|Drilling                                                                                                   |   |                     |  
|Equipment rental                                                                                           |   | 8,771                |  
|Geological                                                                                                 |   | 248,152              |  
|Graphics                                                                                                   |   | 3,787                |  
|Property costs and assessments                                                                             |   | 519,636              |  
|Site activities                                                                                            |   | 95,731               |  
|Socioeconomic                                                                                              |   | 74,956               |  
|Transportation                                                                                             |   | 65,285               |  
|Travel and accommodation                                                                                   |   | 23,921               |  
|                                                                                                           |   |                      |  
|Administration(notes 11, 13)                                                                               |   | 1,306,126            |  
|Depreciation                                                                                               |   | 1,205                |  
|Legal, accounting and audit                                                                                |   | 44,626               |  
|Office and
      administration                                                                            |   | 1,103,733            |  
|Shareholder communication                                                                                  |   | 102,129              |  
|Travel and
      accommodation                                                                             |   | 23,142               |  
|Trust and filing                                                                                           |   | 31,291               |  
|                                                                                                           |   |                      |  
|Share-based payments                                                                                       |   | 103,004              |  
|Share-based payments -
      exploration-related                                                           |   | 41,071               |  
|Share-based payments -
      administration-related                                                        |   | 61,933               |  
|                                                                                                           |   |                      |  
|                                                                                                           |   | 2,503,731            |  
|Other items                                                                                                |   |                      |  
|Interest income                                                                                            |   | (68,759              | )
|Interest expense (note 9)                                                                                  |   | 23,136               |  
|Flow-through share premium                                                                                 |   |                     |  
|Foreign exchange loss                                                                                      |   | 1,937                |  
|Gain on termination of joint venture (note 7(f))                                                           |   | (284,717             | )
|Gain on disposal of AFS financial
      assets (note 6)                                                    |   | (68,750              | )
|Impairment of AFS financial assets (note 6)                                                                |   | 48,225               |  
|Mineral property interests written off                                                                     |   | 2                    |  
|Loss for the
      year                                                                                    |   | 2,154,805            |  
|                                                                                                           |   |                      |  
|Other comprehensive loss (income):                                                                         |   |                      |  
|Items that may be reclassified subsequently
      to profit or loss:                                       |   |                      |  
|Revaluation of AFS financial assets (note 6)                                                               |   | (25,012              | )
|Change in fair value of AFS financial
      assets transferred to profit or loss upon disposition (note 6) |   | 9,875                |  
|Impairment
      of AFS financial assets transferred to profit or loss (note 6)                            |   | (48,225              | )
|Total other comprehensive loss (income) for the year                                                       |   | (63,362              | )
|                                                                                                           |   |                      |  
|Comprehensive loss for the year                                                                            | $ | 2,091,443            |  
|                                                                                                           |   |                      |  
|Basic and diluted loss per common share                                                                    | $ | 0.02                 |  
|                                                                                                           |   |                      |  
|Weighted average number of common shares outstanding                                                       |   | 138,644,883          |  

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

---

Amarc Resources Ltd.StatementsofChangesinEquity
  (Expressed in Canadian Dollars, except for share
  information)

|                                                                                     |  | Share capital   |  |   | Reserves   |  |   |             |  |   |           | 
|------------------------------------------------------------------------------------ |  | --------------- |  | - | ---------- |  | - | ----------- |  | - | --------- | 
|                                                                                     |  |                 |  |   |            |  |   | Share-based |  |   | Share     | 
|                                                                                     |  | Number          |  |   |            |  |   | payments    |  |   | warrants  | 
|                                                                                     |  | of
      shares |  |   | Amount     |  |   | reserve     |  |   | reserve   | 
|                                                                                     |  |                 |  |   |            |  |   |             |  |   |           | 
|Balance at April 1, 2012                                                             |  | 138,574,061     |  | $ | 58,740,910 |  | $ | 1,666,133   |  | $ | 2,811,220 | 
|Share-based payments                                                                 |  |                |  |   |           |  |   | 433,503     |  |   |          | 
|Issuance of common shares
      pursuant to mineral property agreements (note 10(b)) |  | 50,000          |  |   | 15,500     |  |   |            |  |   |          | 
|Total other comprehensive loss for the year                                          |  |                |  |   |           |  |   |            |  |   |          | 
|Loss for the year                                                                    |  |                |  |   |           |  |   |            |  |   |          | 
|Balance at March 31, 2013                                                            |  | 138,624,061     |  | $ | 58,756,410 |  | $ | 2,099,636   |  | $ | 2,811,220 | 
|                                                                                     |  |                 |  |   |            |  |   |             |  |   |           | 
|Balance at April 1, 2013                                                             |  | 138,624,061     |  | $ | 58,756,410 |  | $ | 2,099,636   |  | $ | 2,811,220 | 
|Share-based payments                                                                 |  |                |  |   |           |  |   | 103,004     |  |   |          | 
|Issuance of common shares pursuant to mineral
      property agreements (note 10(b)) |  | 100,000         |  |   | 5,000      |  |   |            |  |   |          | 
|Total other comprehensive
      income for the year                                  |  |                |  |   |           |  |   |            |  |   |          | 
|Loss
      for the year                                                              |  |                |  |   |           |  |   |            |  |   |          | 
|Balance at March 31, 2014                                                            |  | 138,724,061     |  | $ | 58,761,410 |  | $ | 2,202,640   |  | $ | 2,811,220 | 

Theaccompanyingnotes are anintegralpart of thesefinancialstatements.

---

Amarc Resources
  Ltd.Statements of Cash Flows
  (Expressed in Canadian
  Dollars)

|                                                                                                                                                                              |   | Year ended March 31, |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | -------------------- | -
|Cash provided
      by (used in):                                                                                                                                             |   | 2014                 |  
|                                                                                                                                                                              |   |                      |  
|Operating activities                                                                                                                                                          |   |                      |  
|Loss for the year                                                                                                                                                             | $ | (2,154,805           | )
|Adjustments for:                                                                                                                                                              |   |                      |  
|Depreciation                                                                                                                                                                  |   | 1,205                |  
|Interest income                                                                                                                                                               |   | (68,759              | )
|Interest expense
      (note 9)                                                                                                                                               |   | 23,136               |  
|Debenture
      obligation acquired as part of the acquisition of interest in Galaxie ZNT
      project, 
                    included
      in exploration expenses (note 9) |   |                     |  
|Common shares
      issued, included in exploration expenses (note 10(b))                                                                                                     |   | 5,000                |  
|Share-based payments                                                                                                                                                          |   | 103,004              |  
|Gain on
      termination of joint venture (note 7(f))                                                                                                                        |   | (284,717             | )
|Gain on disposal of AFS
      financial assets (note 6)                                                                                                                       |   | (68,750              | )
|Impairment of
      AFS financial assets (note 6)                                                                                                                             |   | 48,225               |  
|Flow-through share premium                                                                                                                                                    |   |                     |  
|Mineral property
      interests written off                                                                                                                                  |   | 2                    |  
|Changes in working capital items                                                                                                                                              |   |                      |  
|Amounts
      receivable and other assets                                                                                                                                     |   | 66,489               |  
|Restricted cash                                                                                                                                                               |   | 34,136               |  
|Amounts
      receivable - non-current                                                                                                                                        |   | 1,154,663            |  
|Accounts payable and accrued
      liabilities                                                                                                                                |   | 2,492                |  
|Balances due to related parties                                                                                                                                               |   | (52,235              | )
|Net cash used in
      operating activities                                                                                                                                   |   | (1,190,914           | )
|                                                                                                                                                                              |   |                      |  
|Investing activities                                                                                                                                                          |   |                      |  
|Interest income                                                                                                                                                               |   | 68,759               |  
|Proceeds from disposition of AFS financial assets (note 6)                                                                                                                    |   | 68,750               |  
|Net cash provided by investing activities                                                                                                                                     |   | 137,509              |  
|                                                                                                                                                                              |   |                      |  
|Financing activities                                                                                                                                                          |   |                      |  
|Interest paid on debenture                                                                                                                                                    |   | (23,136              | )
|Principal payment on debenture (note 9)                                                                                                                                       |   | (20,000              | )
|Net cash used in
      financing activities                                                                                                                                   |   | (43,136              | )
|                                                                                                                                                                              |   |                      |  
|Net decrease in cash and cash equivalents                                                                                                                                     |   | (1,096,541           | )
|Cash and cash equivalents, beginning of the year                                                                                                                              |   | 5,869,313            |  
|Cash and cash
      equivalents, end of the year (note 3)                                                                                                                     | $ | 4,772,772            |  
|                                                                                                                                                                              |   |                      |  
|Supplementary cash flow information:                                                                                                                                          |   |                      |  
|Non-cash investing and
      financing activities:                                                                                                                            |   |                      |  
|Issuance of
      common shares pursuant to mineral property agreements (note 10(b))                                                                                          | $ | 5,000                |  
|Debenture
      obligation transferred upon termination of Galaxie Joint Venture (note 9)                                                                                     | $ | (240,000             | )
|Debenture
      obligation assumed on acquisition of interest in Galaxie Joint Venture
      (note 9)                                                                         | $ |                     |  
|Balance due to
      related party transferred upon termination of Galaxie Joint Venture (note
      7(f))                                                                    | $ | (44,779              | )

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

---

|Amarc Resources Ltd.                                          
|--------------------------------------------------------------
|Notes to the Financial Statements                             
|For the years ended March 31, 2014 and 2013                   
|(Expressed in
      Canadian Dollars, unless otherwise stated)
|                                                              

|1. | NATURE AND CONTINUANCE OF OPERATIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | Amarc Resources Ltd. (the "Company" or "Amarc") is
      incorporated under the laws of the province of British Columbia, and its
      principal business activity is the acquisition and exploration of mineral
      properties. Its principal mineral property interests are located in
      British Columbia ("BC"). The address of the Company's corporate office is
      15th Floor, 1040 West Georgia Street, Vancouver, BC, Canada V6E
      4H1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | These financial statements (the "Financial Statements")
      of the Company for the years ended March 31, 2014 and 2013 have been
      prepared on a going concern basis, which contemplates the realization of
      assets and the discharge of liabilities in the normal course of business
      for the foreseeable future. The Company has incurred losses since
      inception and its ability to continue as a going concern depends upon its
      capacity to develop profitable operations and to continue to raise
      adequate financing. However, there can be no assurance that the Company
      will continue to be able to obtain additional financial resources or will
      achieve profitability or positive cash flows. Management believes that its
      current liquid assets are sufficient to meet all current obligations and
      to maintain its mineral rights in good standing in the foreseeable future.
      These Financial Statements do not include any adjustments to the amounts
      and classification of assets and liabilities that may be necessary should
      the Company be unable to continue as a going concern.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|2. | SIGNIFICANT ACCOUNTING POLICIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | The principal accounting policies applied in the
      preparation of these Financial Statements are described below. These
      policies have been consistently applied for all years presented, unless
      otherwise stated.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

|(a) | Statement of compliance                                                                                                                                                                                                                                                                                                                                          
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                  
|    | These Financial Statements have been prepared in
      accordance with International Financial Reporting Standards ("IFRS"), as
      issued by the International Accounting Standards Board ("IASB") and the
      International Financial Reporting Interpretations Committee ("IFRIC"),
      effective for the Company's reporting year ended March 31, 2014.
|    |                                                                                                                                                                                                                                                                                                                                                                  
|    | The Board of Directors of the Company authorized these
      Financial Statements on July 11, 2014 for issuance.                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                  
|(b) | Basis of presentation                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                  
|    | These Financial Statements have been prepared on a
      historical cost basis, except for financial instruments classified as
      available-for-sale which are stated at fair value. In addition, these
      Financial Statements have been prepared using the accrual basis of
      accounting, except for cash flow information.                          
|    |                                                                                                                                                                                                                                                                                                                                                                  
|    | Certain comparative amounts have been reclassified to
      conform to the presentation adopted in the current
      year.                                                                                                                                                                                                                                       

---

|Amarc Resources Ltd.                                          
|--------------------------------------------------------------
|Notes to the Financial Statements                             
|For the years ended March 31, 2014 and 2013                   
|(Expressed in
      Canadian Dollars, unless otherwise stated)
|                                                              

|(c) | Significant accounting estimates and
      judgments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | The preparation of financial statements in conformity
      with IFRS requires management to make judgments, estimates and assumptions
      that affect the application of policies and reported amounts of assets and
      liabilities, income and expenses. Actual results may differ from these
      estimates. The impact of such estimates is pervasive throughout the
      financial statements, and may require accounting adjustments based on
      future occurrences. Revisions to accounting estimates are recognized in
      the period in which the estimate is revised and future periods if the
      revision affects both current and future periods. These estimates are
      based on historical experience, current and future economic conditions and
      other factors, including expectations of future events that are believed
      to be reasonable under the circumstances. Changes in the subjective inputs
      and assumptions can materially affect fair value estimates.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | Specific areas where significant estimates or judgements
      exist are:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | Estimates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

| |  | estimate of the accrual of Mineral Exploration Tax Credit
      ("METC"). The METC initiative was introduced by the government of British
      Columbia to stimulate mineral exploration activity in the province and
      includes an enhanced credit for mineral exploration in areas affected by
      the mountain pine beetle infestation. The Company is eligible to receive
      refunds under this tax credit. However, the timing and amounts of refunds
      pursuant to the METC program are uncertain; and                                                                          
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |  | inputs used in accounting for share-based payments. The
      Company uses the Black-Scholes Option Pricing Model to calculate the fair
      value of share purchase options granted and of share purchase warrants
      issued. Inputs used in this model require highly subjective assumptions.
      Changes in the subjective input assumptions can materially affect the fair
      value estimate, and therefore the existing models do not necessarily
      provide a reliable single measure of the fair value of the Company's share
      purchase options and share purchase warrants.

Judgements

| |  | assessment of the Company's ability to continue as a
      going concern;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |  | the recoverability of the carrying value of the Company's
      mineral property interests and other long-lived assets and whether they
      exceed their recoverable amount. In particular, in view of recent
      volatility in stock markets, management has monitored its market
      capitalization to determine whether there is any indication that the
      carrying amount of these assets may exceed their recoverable amount.
      Management considers other technical and financial factors on a regular
      basis. However, there is inherent uncertainty surrounding the information
      used as a basis for its assessment and it is reasonably possible that new
      information may become available that suggests the recoverability of these
      assets may be unlikely;
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |  | the recognition of a deferred tax asset for the Company's
      accumulated tax losses and resource tax pool. A deferred tax asset is
      recognized only to the extent that it is probable that future taxable
      profits will be available against which the asset can be utilized.
      Judgment is required in determining whether deferred tax assets are
      recognized, including judgment in assessing the likelihood of taxable
      earnings in future periods in order to utilize recognized deferred tax
      assets;                                                                                                                                                                                                                                                              
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |  | the determination of categories of financial assets and
      financial liabilities; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |  | the carrying value and recoverability of the Company's
      marketable securities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

---

|Amarc Resources Ltd.                                          
|--------------------------------------------------------------
|Notes to the Financial Statements                             
|For the years ended March 31, 2014 and 2013                   
|(Expressed in
      Canadian Dollars, unless otherwise stated)
|                                                              

|(d) | Foreign currency                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | The functional and presentational currency of the Company
      is the Canadian Dollar.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | Transactions in currencies other than the functional
      currency are recorded at the rates of exchange prevailing on dates of
      transactions. At each financial position reporting date, monetary assets
      and liabilities that are denominated in foreign currencies are translated
      at the rates prevailing at the date when the fair value was determined.
      Non-monetary items that are measured in terms of historical cost in a
      foreign currency are not re-translated. Gains and losses arising on
      translation are included in profit or loss for the year.                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(e) | Financial Instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | Financial assets and liabilities are recognized when the
      Company becomes party to the contracts that give rise to them. The Company
      determines the classification of its financial assets and liabilities at
      initial recognition and, where allowed and appropriate, re-evaluates such
      classification at each financial year end. The Company does not have any
      derivative financial instruments.                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | Financial assets and financial liabilities are initially
      measured at fair value. Transaction costs that are directly attributable
      to the acquisition or issuance of financial assets and financial
      liabilities (other than financial assets and financial liabilities at fair
      value through profit or loss) are added to or deducted from the fair value
      of the financial assets or financial liabilities, as appropriate, on
      initial recognition. Transaction costs directly attributable to the
      acquisition of financial assets or financial liabilities at fair value
      through profit or loss are recognized immediately in profit or
      loss.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | Non-derivative financial assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | The Company's non-derivative financial assets comprise of
      the following:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

---

|Amarc Resources Ltd.                                          
|--------------------------------------------------------------
|Notes to the Financial Statements                             
|For the years ended March 31, 2014 and 2013                   
|(Expressed in
      Canadian Dollars, unless otherwise stated)
|                                                              

| |      | Cash and cash equivalents                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |      | Cash and cash equivalents in the statement of financial
      position is comprised of cash and highly liquid investments held at major
      financial institutions, having maturity dates of three months or less from
      the date of purchase, which are readily convertible into known amounts of
      cash. The Company's cash and cash equivalents are invested in business and
      savings accounts which are available on demand by the Company for its
      programs and as such, are subject to an insignificant risk of change in
      value.
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (ii) | Available-for-sale ("AFS") financial
      assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |      | The Company's investments in marketable securities are
      classified as available-for-sale financial assets. Subsequent to initial
      recognition, they are measured at fair value and changes therein, other
      than impairment losses and foreign currency differences on AFS monetary
      items, are recognized in other comprehensive income or loss. When an
      investment is derecognized, the cumulative gain or loss in the investment
      revaluation reserve is transferred to profit or loss.                                        
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |      | The fair value of AFS monetary assets denominated in a
      foreign currency is determined in that foreign currency and translated at
      the exchange rate prevailing at the end of the reporting period. Changes
      in the fair value of AFS equity investments are recognized directly in
      equity.                                                                                                                                                                                                                                                

Non-derivative financial
  liabilities

The Company classifies its
  non-derivative financial liabilities into the following category:

| | (i) | Financial liabilities measured at amortized
      cost                                                                                                                                                                                                                    
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                           
| |     | Such financial liabilities are recognized initially at
      fair value net of any directly attributable transaction costs. Subsequent
      to initial recognition, these financial liabilities are measured at
      amortized cost using the effective interest method.
| |     |                                                                                                                                                                                                                                                                           
| |     | Financial liabilities measured at amortized cost comprise
      of accounts payable and accrued liabilities, balances due to related
      parties, and the Quartz Mountain debenture
      obligation.                                                                   

Impairment of financial assets

When an AFS financial asset is
  considered to be impaired, cumulative gains or losses previously recognized in
  other comprehensive income or loss are reclassified to profit or loss in the
  period. Financial assets are assessed for indicators of impairment at the end of
  each reporting period. Financial assets are impaired when there is objective
  evidence that, as a result of one or more events that occurred after the initial
  recognition of the financial asset, the estimated future cash flows of the
  investment have been impacted. For shares classified as AFS, a significant or
  prolonged decline in the fair value of the security below its cost is considered
  to be objective evidence of impairment.

For all other financial assets
  objective evidence of impairment could include:

| |  | significant financial difficulty of the issuer
      or counterparty; or                       
| | - | -----------------------------------------------------------------------------------------------
| |   |                                                                                                
| |  | default or delinquency in interest or principal
      payments; or                             
| |   |                                                                                                
| |  | it becoming probable that the borrower will
      enter bankruptcy or financial re-organization

---

|Amarc Resources Ltd.                                          
|--------------------------------------------------------------
|Notes to the Financial Statements                             
|For the years ended March 31, 2014 and 2013                   
|(Expressed in
      Canadian Dollars, unless otherwise stated)
|                                                              

|    | With the exception of AFS equity instruments, if, in a
      subsequent period, the amount of the impairment loss decreases and the
      decrease can be related objectively to an event occurring after the
      impairment was recognized, the previously recognized impairment loss is
      reversed through profit or loss to the extent that the carrying amount of
      the investment at the date the impairment is reversed does not exceed what
      the amortized cost would have been had the impairment not been recognized.
      In respect of AFS equity securities, impairment losses previously
      recognized through profit or loss are not reversed through profit or loss.
      Any increase in fair value of AFS equity securities subsequent to an
      impairment loss is recognized directly in equity.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(f) | Exploration and evaluation expenditures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | Exploration and evaluation costs are costs incurred to
      discover mineral resources, and to assess the technical feasibility and
      commercial viability of the mineral resources found.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | Exploration and evaluation expenditures
      include:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

| |  | the costs of acquiring licenses;                                                               
| | - | -----------------------------------------------------------------------------------------------
| |   |                                                                                                
| |  | costs associated with exploration and
      evaluation activity; and                           
| |   |                                                                                                
| |  | the acquisition costs of exploration and
      evaluation assets, including mineral properties.

|    | Exploration and evaluation expenditures until the
      technical feasibility and commercial viability of extracting a mineral
      resource has been determined, and a positive decision to proceed to
      development has been made, are generally expensed as incurred. However, if
      management concludes that future economic benefits are more likely than
      not to be realized, the costs of property, plant and equipment for use in
      exploration and evaluation of mineral resources are capitalized.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | Costs incurred before the Company has obtained the legal
      rights to explore an area are expensed. Costs incurred after the technical
      feasibility and commercial viability of extracting a mineral resource has
      been determined and a positive decision to proceed to development has been
      made are considered development costs and are capitalized.                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | Costs applicable to established property interests where
      no further work is planned by the Company may, for presentation purposes
      only, be carried at nominal amounts.                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(g) | Equipment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | Equipment is carried at cost, less accumulated
      depreciation and accumulated impairment losses.                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | The cost of equipment consists of the purchase price, any
      costs directly attributable to bringing the asset to the location and
      condition necessary for its intended use and an initial estimate of the
      costs of dismantling and removing the item and restoring the site on which
      it is located.                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | Depreciation is provided at rates calculated to expense
      the cost of equipment, less its estimated residual value, using the
      declining balance method at various rates ranging from 20% to 30% per
      annum.                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | An item of equipment is derecognized upon disposal or
      when no material future economic benefits are expected to arise from the
      continued use of the asset. Any gain or loss arising on disposal of the
      asset, determined as the difference between the net disposal proceeds and
      the carrying amount of the asset, is recognized in profit or
      loss.                                                                                                                                             

---

|Amarc Resources Ltd.                                          
|--------------------------------------------------------------
|Notes to the Financial Statements                             
|For the years ended March 31, 2014 and 2013                   
|(Expressed in
      Canadian Dollars, unless otherwise stated)
|                                                              

|    | Where an item of equipment consists of major components
      with different useful lives, the components are accounted for as separate
      items of equipment. Expenditures incurred to replace a component of an
      item of equipment that is accounted for separately, including major
      inspection and overhaul expenditures, are capitalized.                                                                                                       
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | Residual values and estimated useful lives are reviewed
      at least annually. As at March 31, 2014, all equipment has been fully
      depreciated.                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(h) | Share capital                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | Common shares are classified as equity. Transaction costs
      directly attributable to the issuance of common shares and share purchase
      options are recognized as a deduction from equity, net of any tax effects.
        When the Company issues common shares for consideration other than cash,
          the transaction is measured at fair value based on the quoted market price
          of the Companys common shares on the date of issuance.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | Flowthrough shares                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | Canadian tax legislation permits mining entities to issue
      flowthrough shares to investors. Flowthrough shares are securities
      issued to investors whereby the deductions for tax purposes related to
      resource eligible Canadian exploration and evaluation expenditures ("CEE")
      may be claimed by investors instead of the entity, pursuant to a defined
      renunciation process. Renunciation may occur:                             

| |  | prospectively (namely, the flowthrough shares are
      issued, renunciation occurs and CEE are incurred subsequently); or   
| | - | ------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                               
| |  | retrospectively (namely, the flowthrough shares are
      issued, CEE are then incurred and renunciation occurs subsequently)

|    | The Company finances a portion of its exploration
      expenditures through the issuance of flowthrough shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | Flowthrough shares are recorded in share capital at the
      fair value of common shares on date of issue. When flowthrough shares are
      issued, the difference, if any, between the fair value of nonflowthrough
      common shares and the amount the investors pay for flowthrough shares is
      recorded as deferred liability called "flow through share premium". This
      deferred liability is credited to profit or loss when the eligible
      expenditures are incurred.                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(i) | Loss per share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | Loss per share is computed by dividing losses
      attributable to common shareholders by the weighted average number of
      common shares outstanding during the reporting period. Diluted loss per
      share is determined by adjusting the losses attributable to common
      shareholders and the weighted average number of common shares outstanding
      for the effects of all dilutive potential common shares, such as options
      granted to employees. The dilutive effect of options assumes that the
      proceeds to be received on the exercise of share purchase options are
      applied to repurchase common shares at the average market price for the
      reporting period. Share purchase options are included in the calculation
      of dilutive earnings per share only to the extent that the market price of
      the common shares exceeds the exercise price of the share purchase
      options.

---

|Amarc Resources Ltd.                                          
|--------------------------------------------------------------
|Notes to the Financial Statements                             
|For the years ended March 31, 2014 and 2013                   
|(Expressed in
      Canadian Dollars, unless otherwise stated)
|                                                              

|    | The effect of antidilutive factors is not considered
      when computing diluted loss per share.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(j) | Sharebased payments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | The share purchase option plan allows Company employees
      and consultants to acquire shares of the Company. The fair value of share
      purchase options granted is recognized as an employee or consultant
      expense with a corresponding increase in share-based payments reserve in
      equity. An individual is classified as an employee when the individual is
      an employee for legal or tax purposes (direct employee) or provides
      services similar to those performed by a direct employee.                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | For employees, fair value is measured at the grant date
      and each tranche is recognized on a straight-line basis over the period
      during which the share purchase options vest. The fair value of the share
      purchase options granted is measured using the BlackScholes option
      pricing model taking into account the terms and conditions upon which the
      share purchase options were granted. At the end of each financial
      reporting period, the amount recognized as an expense is adjusted to
      reflect the actual number of share purchase options that are expected to
      vest.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | Sharebased payment transactions with non-employees are
      measured at the fair value of the goods or services received. However, if
      the fair value cannot be estimated reliably, the share-based payment
      transaction is measured at the fair value of the equity instruments
      granted at the date the entity obtains the goods or the counterparty
      renders the service.                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(k) | Income taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | Income tax on the profit or loss for the years presented
      comprises of current and deferred tax. Income tax is recognized in profit
      or loss except to the extent that it relates to items recognized directly
      in equity, in which case it is recognized in equity.                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | Current tax expense is the expected tax payable on
      taxable income for the year, using tax rates enacted or substantively
      enacted at year end, adjusted for amendments to tax payable with regards
      to previous years.
        Deferred tax is provided using the balance sheet
          liability method, providing for temporary differences between the carrying
          amounts of assets and liabilities for financial reporting purposes and the
          amounts used for taxation purposes.                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | The following temporary differences are not provided
      for:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

| |  | goodwill not deductible for tax purposes;                                                                                                                                   
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                             
| |  | the initial recognition of assets or liabilities that
      affect neither accounting nor taxable profit; and                                                               
| |   |                                                                                                                                                                             
| |  | differences relating to investments in subsidiaries,
      associates, and joint ventures to the extent that they will probably not
      reverse in the foreseeable future.

The amount of deferred tax provided is
  based on the expected manner of realization or settlement of the carrying amount
  of assets and liabilities, using tax rates enacted or substantively enacted at
  the financial position reporting date applicable to the period of expected
  realization or settlement.

A deferred tax asset is recognized only
  to the extent that it is probable that future taxable profits will be available
  against which the asset can be utilized.

Additional income taxes that arise from
  the distribution of dividends are recognized at the same time as the liability
  to pay the related dividend.

---

|Amarc Resources Ltd.                                          
|--------------------------------------------------------------
|Notes to the Financial Statements                             
|For the years ended March 31, 2014 and 2013                   
|(Expressed in
      Canadian Dollars, unless otherwise stated)
|                                                              

|    | Deferred tax assets and liabilities are offset when there
      is a legally enforceable right to set off current tax assets against
      current tax liabilities and when they relate to income taxes levied by the
      same taxation authority and the Company intends to settle its current tax
      assets and liabilities on a net basis.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(l) | Restoration, rehabilitation, and environmental
      obligations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | An obligation to incur restoration, rehabilitation and
      environmental costs arises when environmental disturbance is caused by the
      exploration or development of a mineral property interest. Such costs
      arising from the decommissioning of plant and other site preparation work,
      discounted to their net present value, are provided for and capitalized at
      the start of each project to the carrying amount of the asset, along with
      a corresponding liability at the time the obligation to incur such costs
      arises. The timing of the actual rehabilitation expenditure is dependent
      on a number of factors such as the life and nature of the project or
      asset, the conditions imposed by the relevant permits and, when
      applicable, the jurisdiction in which the project or asset is
      located.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | Discount rates using a pretax rate that reflects the
      time value of money are used to calculate the net present value, where
      applicable. These costs are charged against profit or loss over the
      economic life of the related asset, through amortization using either the
      unitofproduction or the straight-line method. The corresponding
      liability is progressively increased as the effect of discounting unwinds,
      creating an expense recognized in profit or loss.                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | The operations of the Company have been, and may in the
      future be, affected from time to time in varying degrees by changes in
      environmental regulations, including those for site restoration costs.
      Both the likelihood of new regulations and their overall effect upon the
      Company are not predictable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | The Company has no material restoration, rehabilitation
      and environmental obligations as at March 31, 2014.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(m) | Joint venture activities and joint controlled
      operations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | Joint control is defined as the contractually agreed
      sharing of control over an economic activity, and exists only when the
      strategic, financial and operating decisions essential to the relevant
      activities require the unanimous consent of the parties sharing control.
      When the Company enters into agreements that provide for specific
      percentage interests in exploration properties, a portion of the Company's
      exploration activities is conducted jointly with others, without
      establishment of a corporation, partnership or other entity.                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | Under IFRS 11 "Joint Arrangements", this type of joint
      control of mineral assets and joint exploration and/or development
      activities is considered as a joint operation, which is defined as a joint
      arrangement whereby the parties that have joint control of the arrangement
      have rights to the assets, and obligations for the liabilities, relating
      to the arrangement. In these Financial Statements, the Company recognizes
      the following in relation to its interests in joint
      operations:                                                                                                                                                                                                                                                                                                                           

| |  | its assets, including its share
      of any assets held jointly;                     
| | - | --------------------------------------------------------------------------------------
| |   |                                                                                       
| |  | its liabilities, including its
      share of any liabilities incurred jointly;       
| |   |                                                                                       
| |  | its revenue from the sale of its
      share of the output of the joint operation; and
| |   |                                                                                       
| |  | its expenses, including its share
      of any expenses incurred jointly              

---

|Amarc Resources Ltd.                                          
|--------------------------------------------------------------
|Notes to the Financial Statements                             
|For the years ended March 31, 2014 and 2013                   
|(Expressed in
      Canadian Dollars, unless otherwise stated)
|                                                              

|(n) | Operating segments                                                                                                                                                                                                                
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                   
|    | The Company is operating in a single reportable segment 
      the acquisition, exploration and development of mineral properties. All
      non-current assets are held in Canada.                                              
|    |                                                                                                                                                                                                                                   
|(o) | Government assistance                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                   
|    | When the Company is entitled to receive METC and other
      government grants, this government assistance is recognized as a cost
      recovery within exploration expense when there is reasonable assurance of
      recovery.
|    |                                                                                                                                                                                                                                   
|(p) | Accounting standards, interpretations and amendments
      to existing standards                                                                                                                                                  
|    |                                                                                                                                                                                                                                   
|    | Accounting policies adopted during the current
      year                                                                                                                                                                         
|    |                                                                                                                                                                                                                                   
|    | Effective April 1, 2013, the Company has applied the
      following new accounting standards which were issued by the
      IASB:                                                                                                

| |  | Amendments to IAS 1, Presentation
      of Items of Other Comprehensive Income
| | - | ------------------------------------------------------------------------------
| |   |                                                                               
| |  | IFRS 13, Fair Value Measurement                                               
| |   |                                                                               
| |  | IAS 19, Employee Benefits                                                     
| |   |                                                                               
| |  | IFRIC 20, Stripping Costs in the
      Production Phase of a Surface Mine     

The amendments to IAS 1 require
  separate presentation of items of other comprehensive income that are
  reclassified subsequently to profit or loss and those that are not reclassified
  to profit or loss. Other than change in presentation and disclosure, there was
  no material impact of the new and amended accounting standards adopted during
  the reporting period.

Accounting standards issued but not
  yet effective

Effective for annual periods beginning
  on or after January 1, 2014

| |  | Amendments to IAS 32, Financial
      Instruments: Presentation
| | - | ---------------------------------------------------------------

Effective for annual periods beginning
  on or after July 1, 2014

| |  | Amendments to IFRS 2, Share-based
      Payment          
| | - | ---------------------------------------------------------
| |   |                                                          
| |  | Amendments to IFRS 3, Business
      Combinations        
| |   |                                                          
| |  | Amendments to IFRS 8, Operating
      Segments           
| |   |                                                          
| |  | Amendments to IFRS 13, Fair Value
      Measurement      
| |   |                                                          
| |  | Amendments to IAS 16, Property,
      plant and equipment
| |   |                                                          
| |  | Amendments to IAS 24, Related
      Party Disclosures    

Effective date to be finalized

| |  | IFRS 9, Financial Instruments
| | - | -----------------------------

---

|Amarc Resources Ltd.                                          
|--------------------------------------------------------------
|Notes to the Financial Statements                             
|For the years ended March 31, 2014 and 2013                   
|(Expressed in
      Canadian Dollars, unless otherwise stated)
|                                                              

|   | The Company has not early adopted these new standards or
      amendments to existing standards and does not expect the impact of these
      standards on the Company's financial statements to be material.                                                                           
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                         
|3. | CASH AND CASH EQUIVALENTS                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                         
|   | The Company's cash and cash equivalents are invested in
      business and savings accounts which are available on demand by the
      Company.                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                         
|4. | RESTRICTED CASH                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                         
|   | Restricted cash represents guaranteed investment
      certificates held in support of exploration permits. The amounts are
      refundable subject to the consent of regulatory authorities, upon the
      completion of any required reclamation work on the related
      projects.
|   |                                                                                                                                                                                                                                                                                         
|5. | AMOUNTS RECEIVABLE AND OTHER
      ASSETS                                                                                                                                                                                                                                               

| |                                                                 |   | March 31, |  |   | March 31, | 
| | --------------------------------------------------------------- | - | --------- |  | - | --------- | 
| |                                                                 |   | 2014      |  |   | 2013      | 
| | Current                                                         |   |           |  |   |           | 
| |                                                                 |   |           |  |   |           | 
| | Value added taxes refundable                                    | $ | 21,055    |  | $ | 85,451    | 
| | Prepaid insurance                                               |   | 55,209    |  |   | 52,801    | 
| | Other receivables                                               |   |          |  |   | 4,563     | 
| | Total current                                                   | $ | 76,264    |  | $ | 142,815   | 
| |                                                                 |   |           |  |   |           | 
| | Non-current                                                     |   |           |  |   |           | 
| | British Columbia Mineral Exploration Tax
      Credits (METC) | $ | 128,184   |  | $ | 1,282,847 | 

|6. | MARKETABLE SECURITIES                                                                                                                                                                                                                                                                                                                                                                                                                                        
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | As at March 31, 2014 and 2013 the Company held common
      shares in several public and private companies. These marketable
      securities are classified as availableforsale financial assets and are
      carried at fair value.                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | During the current reporting period, the Company
      recognized an impairment loss of $48,225 on certain marketable securities,
      which reflects the decline in their respective trading prices below cost.
      Management considers the aggregate decline in fair value to be significant
      and prolonged, and accordingly, it has been recorded within current
      operations.                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | During the current reporting period, pursuant to the
      terms of termination of the Tulox property-option agreement (note 7(e)),
      the Company disposed of certain marketable securities and recognized a
      gain of $68,750 on the disposition. The Company originally received these
      shares as a result of a spin-off transaction involving the investee;
      therefore, the gain of the disposition equaled the proceeds
      received.

---

|Amarc Resources Ltd.                                          
|--------------------------------------------------------------
|Notes to the Financial Statements                             
|For the years ended March 31, 2014 and 2013                   
|(Expressed in
      Canadian Dollars, unless otherwise stated)
|                                                              

|7. | MINERAL PROPERTY INTERESTS                                                                                                                                              
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                         
|   | All of the Company's active exploration properties are
      located in British Columbia, Canada. The following is a summary of the
      Company's material properties.

|(a) | Ike Property                                                                                                                                                                                                                                                                                                             
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                          
|    | The Ike Property is located approximately 40 kilometres
      northwest of Gold Bridge, British Columbia.                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                          
|    | Earn-in                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                          
|    | On December 10, 2013, the Company entered into an
      agreement (the Ike Option Agreement) with Oxford Resources Inc.
      (Oxford) in respect of the Ike Property, whereby Amarc has an option to
      acquire an 80% ownership interest in the property by satisfying the
      following earn-in requirements:

| |                               |   |                     |  |  | Number of        |  |   | Exploration    | 
| | ----------------------------- | - | ------------------- |  |  | ---------------- |  | - | -------------- | 
| |                               |   |                     |  |  | common shares to |  |   | expenditures   | 
| | On or before                  |   | Cash
      payments |  |  | issue            |  |   | to
      incur | 
| | Exchange approval (completed) |   |                     |  |  |                  |  | $ |                | 
| |                               | $ | 25,000              |  |  | 100,000          |  |   |               | 
| | June 6, 2014 (completed)      |   | 50,000              |  |  | 100,000          |  |   |               | 
| | November 30, 2014(i)          |   |                    |  |  |                 |  |   | 855,697        | 
| | June 6, 2015                  |   | 50,000              |  |  | 100,000          |  |   |               | 
| | November 30, 2015             |   |                    |  |  |                 |  |   | 1,000,000      | 
| | Total                         | $ | 125,000             |  |  | 300,000          |  | $ | 1,855,697      | 

| | (i) | To March 31, 2014, $157,414 in expenditures had been
      incurred
| | --- | -------------------------------------------------------------------

|    | Oxfords interest in the Ike Property is subject to an
      underlying option agreement with private third parties. Amarc and Oxford
      have also agreed that, upon completion of the earn-in requirements
      pursuant to the Ike Option Agreement, both parties will form a joint
      venture to further develop the project. Upon completion of a positive
      feasibility study on the Ike Property, Amarc has agreed to issue an
      aggregate of 500,000 of its common shares to the underlying owners of the
      property.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | Royalty                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | The mineral claims are subject to a 2% net smelter return
      royalty (NSR). Amarc has the right to purchase half of the royalty (1%)
      for $2 million (payable in cash, Amarc common shares, or any such
      combination, at Amarc's discretion) at any time prior to commercial
      production. Amarc also has the right to purchase the remaining half of the
      royalty (1%) for $2 million (payable in cash, Amarc common shares, or any
      such combination, at Amarc's discretion) prior to December 31,
      2018.  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | Minimum advance royalty payments of $25,000 (payable in
      cash, Amarc common shares, or any such combination, at Amarc's discretion)
      are due annually commencing on December 31, 2015.                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(b) | Silver Vista Property                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | The Silver Vista Property is located approximately 55
      kilometres northeast of Smithers, British
      Columbia.                                                                                                                                                                                                                                                                                                                                                                                                                          

---

|Amarc Resources Ltd.                                          
|--------------------------------------------------------------
|Notes to the Financial Statements                             
|For the years ended March 31, 2014 and 2013                   
|(Expressed in
      Canadian Dollars, unless otherwise stated)
|                                                              

|    | In July 2012, Amarc acquired a 100% interest in the
      approximately 30 square kilometre Silver Vista (MR Zone) Property for
      $800,000 cash. The mineral claims purchased are subject to an underlying
      2% NSR, of which 1% can be acquired by Amarc for $1 million, and
      thereafter the remaining 1% NSR is subject to a right of first
      refusal.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(c) | Newton Property                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | The Company owns a 100% interest in the Newton Property,
      located approximately 100 kilometres west of Williams Lake, British
      Columbia.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | Certain mineral claims are subject to a 2% NSR, which
      royalty may be purchased at any time by Amarc for $2 million. Advance
      royalty payments of $25,000 per annum commenced on January 1,
      2011.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(d) | Blackwater District Properties                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | The Blackwater District Properties are located
      approximately 75 kilometres southwest of Vanderhoof, British Columbia, and
      consist of properties named Galileo, Hubble, Franklin, and
      Darwin.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | Amarc purchased the Hubble East exploration property in
      December 2011 for $50,000 cash and 80,000 common shares of Amarc, having
      an aggregate fair value of $35,600. Hubble East is included within the
      Hubble Property.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | Amarc purchased the Franklin property in April 2012 for
      $10,000 cash and 10,000 common shares of Amarc with a fair value of
      $3,900.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | The Galileo, Hubble, and Darwin properties were acquired
      by staking.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(e) | Tulox Property                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | The Tulox Property (the "Tulox Property") is located in
      the Cariboo region of British Columbia, and was acquired by the Company in
      stages by staking between 2005 to 2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | Commencing in 2009, the Company entered into an option
      agreement with Tulox Resources Inc. ("Tulox") whereby Tulox could have
      acquired up to a 100% interest in the Property by making certain share
      issuances to Amarc and incurring certain exploration expenditures over a
      specified period of time. In 2011, Tulox assigned the option agreement to
      its subsidiary, Newlox Gold Ventures Corp. ("Newlox"), as part of a
      corporate reorganization. Further changes to the option agreement were
      made, pursuant to which the number of shares to be issued, and the
      exploration spending commitments and timing thereof were amended. To
      November 2013, Tulox and Newlox had issued 1,375,000 common shares to
      Amarc.
        In November 2013, Newlox terminated its option agreement on the
          Tulox Property. Amarc agreed to sell its 1,375,000 common shares of Newlox
          to Newlox for proceeds of $68,750 (note 6).
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | In November 2013, Amarc allowed the Tulox claims to
      lapse.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(f) | Galaxie and ZNT Properties                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | The Galaxie property is located approximately 8
      kilometres south of Dease Lake, British Columbia and the ZNT property is
      located approximately 15 kilometres southeast of the town of Smithers,
      British Columbia.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

---

|Amarc Resources Ltd.                                          
|--------------------------------------------------------------
|Notes to the Financial Statements                             
|For the years ended March 31, 2014 and 2013                   
|(Expressed in
      Canadian Dollars, unless otherwise stated)
|                                                              

The Company entered into a letter
  agreement with Quartz Mountain Resources Ltd. (Quartz Mountain) effective
  November 1, 2012 (the "Letter Agreement"), with respect to Quartz Mountain's
  100%-owned Galaxie and ZNT properties (the "Properties"). Quartz Mountain is a
  publicly listed company with certain directors in common with the Company.

Amarc earned an initial 40% ownership
  interest in the Properties by making a cash payment of $1 million to Quartz
  Mountain, and by funding an additional $1 million in exploration expenditures
  incurred by Quartz Mountain relating to the Galaxie property by December 31,
  2012. On December 31, 2012, a joint arrangement (the "Galaxie ZNT Project") was
  formed, in which Amarc held an initial interest of 40% and Quartz Mountain held
  an initial interest of 60%.

Quartz Mountain also transferred to the
  Galaxie ZNT Project its obligation under a debenture security (note 9).

In June 2013, the Company entered into
  an amendment agreement whereby:

| | (i)  | the Galaxie ZNT Project was divided into two separate
      joint arrangements, named the "Galaxie Joint Venture" and the "ZNT Joint
      Venture"; and                                                                          
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                   
| | (ii) | Amarc received an option to increase its interest in each
      joint arrangement from 40% to 60% by funding exploration programs of
      $235,000 and $210,000, respectively, on these projects prior to October
      31, 2013.

By October 31, 2013, Amarc had funded
  in excess of $210,000 on the ZNT Joint Venture, thereby increasing its interest
  in the joint venture to 60%, but had not funded the $235,000 required amount on
  Galaxie, and therefore its interest in the Galaxie Joint Venture remained at
  40%.

On March 31, 2014, Amarc and Quartz
  Mountain agreed to terminate both the Galaxie Joint Venture and the ZNT Joint
  Venture. Pursuant to the terms of the termination of the joint ventures, Amarc
  was released from all obligations of the unincorporated entities and its
  interests in the underlying mineral assets reverted back to Quartz. The Company
  had previously expensed its $2 million initial investment and its portion of
  subsequent exploration costs incurred by the joint ventures in accordance with
  its accounting policy for such costs. Consequently, the Company recognized a
  gain of $284,717 in these Financial Statements, reflecting primarily the
  carrying amount of Amarcs proportion (40%) of the liabilities of the Galaxie
  Joint Venture as of the date of termination, as summarized below:

Gain on termination of Galaxie Joint
  Venture

| | Quartz Mountain debenture obligation (40% of $600,000) | $ | 240,000 |  
| | ------------------------------------------------------ | - | ------- | -
| | Balances due to a related party (40% of $111,948)      |   | 44,779  |  
| | Cash (40% of $138)                                     |   | (55     | )
| | Amounts receivable
      (40% of $17)                  |   | (7      | )
| | Total                                                  | $ | 284,717 |  

No gain or loss was recognized upon
  termination of the ZNT Joint Venture as, at the date of termination of the
  agreement, the joint venture contained no assets or liabilities, other than
  mineral property interests in the ZNT properties for which no value had been
  recognized in the Companys financial statements.

---

|Amarc Resources Ltd.                                          
|--------------------------------------------------------------
|Notes to the Financial Statements                             
|For the years ended March 31, 2014 and 2013                   
|(Expressed in
      Canadian Dollars, unless otherwise stated)
|                                                              

|8. | ACCOUNTS PAYABLE AND ACCRUED
      LIABILITIES
|-- | ----------------------------------------------

| |                                                          |   | March 31, |  |   | March 31, | 
| | -------------------------------------------------------- | - | --------- |  | - | --------- | 
| |                                                          |   | 2014      |  |   | 2013      | 
| | Accounts payable                                         | $ | 8,401     |  | $ | 4,523     | 
| | Accrued liabilities                                      |   | 27,000    |  |   | 23,257    | 
| | Accrued interest on Quartz Mountain debenture obligation |   |          |  |   | 5,129     | 
| | Total                                                    | $ | 35,401    |  | $ | 32,909    | 

|9. | QUARTZ MOUNTAIN DEBENTURE
      OBLIGATION
|-- | ------------------------------------------

| | Balance, April 1, 2012                                                                                      | $ |         |  
| | ----------------------------------------------------------------------------------------------------------- | - | -------- | -
| | Amarc's
      proportionate share of debenture obligation acquired (40% of $650,000)                        |   | 260,000  |  
| | Balance, March 31, 2013                                                                                     |   | 260,000  |  
| | Amarc's proportionate share of principal repayments during
      the year (40% of $50,000)                  |   | (20,000  | )
| | Amarcs proportionate share of debenture transferred to
      Quartz Mountain (40% of $600,000) (note 7(f)) |   | (240,000 | )
| | Balance, March
      31, 2014                                                                               | $ |         |  

|    | Quartz Mountain transferred to the Galaxie Joint Venture
      its obligation under a debenture security that Quartz Mountain had issued
      (note 7(f)), of which the Company recognized its proportionate share of
      40%.                                                                                                                             
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                               
|    | In July 2013, Quartz Mountain and the holder of the
      debenture entered into an agreement to amend the debenture, whereby among
      other things, a principal payment of $50,000 was made, the interest rate
      was increased to 10% per annum from 8% per annum, and the maturity date
      was extended to October 31, 2014 from October 31, 2013.
|    |                                                                                                                                                                                                                                                                                                                                                               
|    | On March 31, 2014, upon termination of the Galaxie Joint
      Venture, Amarc derecognized its proportionate share of the obligation
      (note 7(f)).                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                               
|10. | CAPITAL AND RESERVES                                                                                                                                                                                                                                                                                                                                          

|(a) | Authorized share capital                                                                                                                                                                                                                               
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                        
|    | The Company's authorized share capital consists of an
      unlimited number of common shares without par value and an unlimited
      number of preferred shares. All issued common shares are fully paid. No
      preferred shares have been issued.
|    |                                                                                                                                                                                                                                                        
|(b) | Issuance of common shares pursuant to acquisition of
      mineral property interests                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                        
|    | During the years ended March 31, 2014 and 2013, the
      Company issued its common shares pursuant to several mineral property
      agreements as follows:                                                                                           

---

|Amarc Resources Ltd.                                          
|--------------------------------------------------------------
|Notes to the Financial Statements                             
|For the years ended March 31, 2014 and 2013                   
|(Expressed in
      Canadian Dollars, unless otherwise stated)
|                                                              

| |                                       |  |                            |  |   |       |  |  |           |  |   |        | 
| | ------------------------------------- |  | -------------------------- |  | - | ----- |  |  | --------- |  | - | ------ | 
| | Properties                            |  | Year
      ended March 31, | 
| |                                       |  |                            |  |   | 2014  |  |  |           |  |   | 2013   | 
| |                                       |  | Number of                  |  |   | Fair  |  |  | Number of |  |   | Fair   | 
| |                                       |  | shares                     |  |   | value |  |  | shares    |  |   | value  | 
| | Ike Property (note 7(a))              |  | 100,000                    |  | $ | 5,000 |  |  |          |  | $ |       | 
| | Blackwater South Property (note 7(d)) |  |                           |  |   |      |  |  | 40,000    |  |   | 11,600 | 
| | Franklin Property (note 7(d))         |  |                           |  |   |      |  |  | 10,000    |  |   | 3,900  | 
| | Total                                 |  | 100,000                    |  | $ | 5,000 |  |  | 50,000    |  | $ | 15,500 | 

|(c) | Basic and diluted loss per share                                                                  
|--- | --------------------------------------------------------------------------------------------------
|    |                                                                                                   
|    | The calculation of basic and diluted loss per share for
      the year was based on the following:

| |                                                      |   | Year
      ended March 31, | 
| | ---------------------------------------------------- | - | -------------------------- | 
| |                                                      |   | 2014                       | 
| | Loss attributable to common shareholders             | $ | 2,154,805                  | 
| | Weighted average number of common shares outstanding |   | 138,644,883                | 

|(d) | Share purchase option compensation plan                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | The Company has a share purchase option compensation plan
      that allows it to grant up to 10% of the issued and outstanding shares of
      the Company at any one time, subject to regulatory terms and approval, to
      its directors, employees, officers, consultants, and service providers.
      The vesting schedule is determined by the Board of Directors, but share
      purchase options typically vest over two years. The exercise price of each
      option may be set equal to or greater than the closing market price of the
      common shares on the TSX Venture Exchange on the day prior to the date of
      the grant of the option, less any allowable discounts. Options can have a
      maximum term of ten years and typically terminate 90 days following the
      termination of the optionee's employment.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | The following table summarizes the changes in the
      Company's share purchase options:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

| |                                 |  | Year ended     |   |   | Year ended     | 
| | ------------------------------- |  | -------------- | - | - | -------------- | 
| | Share purchase options          |  | March 31, 2014 |   |   | March 31, 2013 | 
| |                                 |  | Number         |   |   | Weighted       | 
| |                                 |  | of             |   |   | average        | 
| |                                 |  | options        |   |   | exercise price | 
| |                                 |  |                |   | $ |                | 
| | Outstanding  beginning of year |  | 5,438,600      |   |   | 0.32           | 
| | Forfeited                       |  | (282,700       | ) | $ | 0.33           | 
| | Expired                         |  |               |   | $ |               | 
| | Outstanding  end
      of year |  | 5,155,900      |   | $ | 0.32           | 
| | Exercisable  end of year       |  | 5,155,900      |   | $ | 0.32           | 

The weighted average remaining life of
  the share purchase options outstanding as at March 31, 2014 was 1.7 years (March
  31, 2013  2.6 years). Awards typically vest in several tranches ranging from 6
  months to 18 months.

---

|Amarc Resources Ltd.                                          
|--------------------------------------------------------------
|Notes to the Financial Statements                             
|For the years ended March 31, 2014 and 2013                   
|(Expressed in
      Canadian Dollars, unless otherwise stated)
|                                                              

The following table summarizes
  information on the Company's share purchase options outstanding as at March 31,
  2014 and 2013:

| |                |  | March 31, 2014  |  |  | March 31, 2013     | 
| | -------------- |  | --------------- |  |  | ------------------ | 
| |                |  |                 |  |  |                    | 
| |                |  |                 |  |  | Weighted           | 
| |                |  | Number of share |  |  | average            | 
| |                |  | purchase        |  |  | remaining          | 
| |                |  | options         |  |  | contractual        | 
| | Exercise price |  | outstanding     |  |  | life
      (years) | 
| | $0.32          |  | 5,155,900       |  |  | 1.7                | 
| | $0.40          |  |                |  |  |                   | 
| |                |  | 5,155,900       |  |  | 1.7                | 

|(e) | Share purchase warrants                                                                                                                                                                                                                                                                                                                  
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                          
|    | On September 6, 2013, all outstanding share purchase
      warrants expired unexercised.                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                          
|(f) | Reserves                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                          
|    | Share-based payments reserve                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                          
|    | The share-based payment reserve relates to share purchase
      options granted by the Company to its employees or consultants under its
      share purchase option compensation plan (note 10(d)).                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                          
|    | Share warrants reserve                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                          
|    | The share warrants reserve relates to share purchase
      warrants issued by the Company in connection with the private placement in
      March 2012 (note 10(e)).                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                          
|    | Investment revaluation reserve                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                          
|    | The investment revaluation reserve represents the
      cumulative gains and losses arising on the revaluation of AFS financial
      assets that have been recognized in other comprehensive income, net of
      amounts reclassified to profit or loss when those assets have been
      disposed of or are determined to be impaired.

|11. | RELATED PARTY
      TRANSACTIONS
|--- | --------------------------------

|(a) | Transactions with key management
      personnel                                                                                                                                                                                                               
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                
|    | Key management personnel are those persons that have the
      authority and responsibility for planning, directing and controlling the
      activities of the Company, directly and indirectly, and by definition
      include the directors of the Company.

---

|Amarc Resources Ltd.                                          
|--------------------------------------------------------------
|Notes to the Financial Statements                             
|For the years ended March 31, 2014 and 2013                   
|(Expressed in
      Canadian Dollars, unless otherwise stated)
|                                                              

Transactions with key management
  personnel were as follows:

| | Remuneration for services rendered |   | Year
      ended March 31, | 
| | ---------------------------------- | - | -------------------------- | 
| |                                    |   | 2014                       | 
| | Short-term employee benefits       | $ | 379,914                    | 
| | Share-based
      payments         |   | 51,096                     | 
| | Total                              | $ | 431,010                    | 

|    | Short-term employee benefits include salaries, directors
      fees and amounts paid to HDSI (note 11(b)(i)) for services provided to the
      Company by certain HDSI personnel who serve as executive directors and
      officers for the Company.                                                                                                                                                 
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                        
|    | Certain key management personnel are paid through private
      companies controlled by such personnel. Included in the amount presented
      for "short-term employee benefits" are transactions with C.E.C Engineering
      Ltd., a private company controlled by a former director of the Company,
      that provides administrative and technical services to the Company at
      market rates.
|    |                                                                                                                                                                                                                                                                                                                                                                                                        
|(b) | Balances and transactions with related
      entities                                                                                                                                                                                                                                                                                                                                                  

| | Balances due to related parties                            |   | March 31, |  |   | March 31, | 
| | ---------------------------------------------------------- | - | --------- |  | - | --------- | 
| |                                                            |   | 2014      |  |   | 2013      | 
| | Balance due to entity with significant
      influence (i) | $ | 69,939    |  | $ | 46,953    | 
| | Balance due to
      jointly controlled operations (ii)    |   |          |  |   | 120,000   | 
| | Balance due to related parties                             | $ | 69,939    |  | $ | 166,953   | 

The following is a summary of
  transactions with related entities that occurred during the years ended March
  31, 2014 and 2013:

| | Transactions with related entities                            |   | Year
      ended March 31, | 
| | ------------------------------------------------------------- | - | -------------------------- | 
| |                                                               |   | 2014                       | 
| | Services received from HDSI (i):                              |   |                            | 
| | HDSI employee time charges, based on annually set
      rates | $ | 1,150,711                  | 
| | Key management personnel fees                                 |   | 314,800                    | 
| | Information
      technology services and maintenance fees    |   | 140,500                    | 
| |                                                               | $ | 1,606,011                  | 
| |                                                               |   |                            | 
| | Reimbursement of third party expenses to HDSI                 | $ | 61,599                     | 

(i)                  
  Entity with significant influence over the Company

Management believes that Hunter
  Dickinson Services Inc. ("HDSI"), a private company, has power to participate in
  the financial or operating policies of the Company. The following directors and
  other key management personnel of HDSI, who are close business associates, are
  also key management personnel of the Company:

| |  | Robert Dickinson  Chairman of
      the Board
| | - | ----------------------------------------------
| |  | David Copeland  former Director              

---

|Amarc Resources Ltd.                                          
|--------------------------------------------------------------
|Notes to the Financial Statements                             
|For the years ended March 31, 2014 and 2013                   
|(Expressed in
      Canadian Dollars, unless otherwise stated)
|                                                              

| |  | Scott Cousens  Director                                            
| | - | --------------------------------------------------------------------
| |  | Ronald Thiessen  President,
      Chief Executive Officer, Director
| |  | Diane Nicolson  Executive Vice
      President                     
| |  | Paul Mann  Chief Financial
      Officer                           
| |  | Trevor Thomas  Corporate
      Secretary                           

|    | Pursuant to certain management agreements between the
      Company and HDSI, the Company receives geological, engineering, corporate
      development, administrative, management and shareholder communication
      services from HDSI. HDSI also incurs third party costs on behalf of the
      Company. Of the total amount of services received from HDSI, approximately
      43% relates to technical services provided to the Company, including
      support for geological, engineering and socio-economic activities of the
      Company. The remaining 57% relates to corporate and general administration
      activities of the Company. Third party expenses reimbursed to HDSI are
      primarily comprised of travel expenses directly attributable to the
      activities of the Company, insurance premiums attributable to the
      Companys personnel and assets, and costs for other shared services
      received by the Company.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | (ii)                  
        Jointly controlled operations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | During the reporting period, the Company had joint
      control over both the Galaxie Joint Venture and the ZNT Joint Venture.
      Both joint ventures were terminated on March 31, 2014 (note
      7(f)).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|12. | INCOME TAXES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

|(a) | Provision for current tax                                                                                                                                                                                                                                                  
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                            
|    | No provision has been made for current income taxes, as
      the Company has no taxable income.                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                            
|(b) | Provision for deferred tax                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                            
|    | As future taxable profits of the Company are uncertain,
      no deferred tax asset has been recognized. As at March 31, 2014, the
      Company had unused non-capital loss carry forwards of approximately $11.1
      million (March 31, 2013  $9.2 million) in Canada.
|    |                                                                                                                                                                                                                                                                            
|    | As at March 31, 2014, the Company had resource tax pools
      of approximately $21.8 million (March 31, 2013  $21.2 million) available
      in Canada, which may be carried forward and utilized to reduce future
      taxes related to certain resource income.       

---

|Amarc Resources Ltd.                                          
|--------------------------------------------------------------
|Notes to the Financial Statements                             
|For the years ended March 31, 2014 and 2013                   
|(Expressed in
      Canadian Dollars, unless otherwise stated)
|                                                              

| | Reconciliation of effective tax rate                            |   | March 31,  |   |   | March 31,   |  
| | --------------------------------------------------------------- | - | ---------- | - | - | ----------- | -
| |                                                                 |   | 2014       |   |   | 2013        |  
| | Loss for the year                                               | $ | (2,154,805 | ) | $ | (10,425,896 | )
| | Total income tax
      expense                                  |   |           |   |   |            |  
| | Loss excluding income tax                                       | $ | (2,154,805 | ) | $ | (10,425,896 | )
| |                                                                 |   |            |   |   |             |  
| | Income tax recovery using the Company's
      domestic tax rate |   | (560,000   | ) |   | (2,606,000  | )
| | Nondeductible expenses and other                               |   | 291,000    |   |   | 201,000     |  
| | Change in deferred tax rates                                    |   | (330,000   | ) |   |            |  
| | Difference in statutory tax rates                               |   |           |   |   |            |  
| | Temporary difference booked to reserve                          |   | 2,000      |   |   | (7,000      | )
| | Deferred income
      tax assets not recognized                 |   | 597,000    |   |   | 2,412,000   |  
| |                                                                 | $ |           |   | $ |            |  

The Company's domestic tax rate was 26%
  (2013  25%) and its effective tax rate is nil (2013  nil).

As at March 31, 2014, the Company had
  the following deductible temporary differences for which no deferred tax asset
  was recognized:

| |                   |   | Tax losses |  |   | Tax losses    |  |   |                |  |   |           | 
| | ----------------- | - | ---------- |  | - | ------------- |  | - | -------------- |  | - | --------- | 
| | Expiry            |   | (capital)  |  |   | (non-capital) |  |   | Resource pools |  |   | Other     | 
| | Within one year   | $ |           |  | $ |              |  | $ |               |  | $ |          | 
| | One to five years |   |           |  |   | 314,000       |  |   |               |  |   | 521,000   | 
| | After five years  |   |           |  |   | 10,736,000    |  |   |               |  |   | 1,010,000 | 
| | No expiry date    |   | 630,000    |  |   |              |  |   | 21,787,000     |  |   | 56,000    | 
| | Total             | $ | 630,000    |  | $ | 11,050,000    |  | $ | 21,787,000     |  | $ | 1,587,000 | 

|13. | EMPLOYEE BENEFITS EXPENSES                                                          
|--- | ------------------------------------------------------------------------------------
|    |                                                                                     
|    | Employees' salaries and benefits included in various
      expenses were as follows:

| |                                    |   | Year
      ended March 31, | 
| | ---------------------------------- | - | -------------------------- | 
| |                                    |   | 2014                       | 
| | Salaries and benefits included in: |   |                            | 
| | Exploration and evaluation         | $ | 730,869                    | 
| | Office and administration          |   | 792,170                    | 
| | Shareholder communication          |   | 92,143                     | 
| | Total                              | $ | 1,615,182                  | 

---

|Amarc Resources Ltd.                                          
|--------------------------------------------------------------
|Notes to the Financial Statements                             
|For the years ended March 31, 2014 and 2013                   
|(Expressed in
      Canadian Dollars, unless otherwise stated)
|                                                              

|14. | FINANCIAL RISK MANAGEMENT
|--- | -------------------------

|(a) | Capital management objectives                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | The Company's primary objectives when managing capital are to safeguard the Company's ability to continue as a going concern, so that it can continue to provide returns for shareholders, and to have sufficient liquidity available
      to fund ongoing expenditures and suitable business opportunities as they arise.                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | The Company considers the components of shareholders' equity, as well as its cash and cash equivalents as capital. The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions
      and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may issue equity, sell assets, or return capital to shareholders as well as issue or repay debt.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | The Company's investment policy is to invest its cash in highly liquid short–term interest–bearing investments having maturity dates of three months or less from the date of acquisition and that are readily convertible
      to known amounts of cash.                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | There were no changes to the Company's approach to capital management during the year ended March 31, 2014.                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | The Company is not subject to any externally imposed equity requirements.                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(b) | Carrying amounts and fair values of financial instruments                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | The Company's marketable securities are carried at fair value, based on quoted prices in active markets (note 6).                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | As at March 31, 2014 and 2013, the carrying values of the Company's financial assets and financial liabilities approximate their fair values.                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(c) | Financial instrument risk exposure and risk management                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | The Company is exposed in varying degrees to a variety of financial instrument related risks. The Board of Directors approves and monitors the risk management processes, inclusive of documented treasury policies, counterparty
      limits, controlling and reporting structures. The type of risk exposure and the way in which such exposure is managed is provided as follows:                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | Credit risk                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | Credit risk is the risk of potential loss to the Company if a counterparty to a financial instrument fails to meet its contractual obligations. The Company's credit risk is primarily attributable to its liquid financial assets
      including cash and cash equivalents, and amounts receivable and other assets. The carrying value of these financial assets represent the maximum exposure to credit risk.                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | The Company limits the exposure to credit risk by only investing its cash and cash equivalents with high- credit quality financial institutions in business and savings accounts, which are available on demand by the Company for its
      programs.                                                                                                                                                                                                             

---

|Amarc Resources Ltd.                                          
|--------------------------------------------------------------
|Notes to the Financial Statements                             
|For the years ended March 31, 2014 and 2013                   
|(Expressed in
      Canadian Dollars, unless otherwise stated)
|                                                              

Included in amounts receivable is the
  Company's claim for 2014 METC of $128,184.

Liquidity risk

Liquidity risk is the risk that the
  Company will encounter difficulty in meeting the obligations associated with its
  financial liabilities that are settled by delivering cash or other financial
  assets.

The Company ensures that there is
  sufficient cash in order to meet its short-term business requirements, after
  taking into account the Company's holdings of cash and cash equivalents.

The Company has sufficient cash and
  cash equivalents to meet its commitments associated with its financial
  liabilities.

The carrying amounts of the Company's
  obligations, which approximate their contractual cash flows, are as follows:

| |                                          |   | March 31, |  |   | March 31, | 
| | ---------------------------------------- | - | --------- |  | - | --------- | 
| | Due within 12
      months               |   | 2014      |  |   | 2013      | 
| | Accounts payable and accrued liabilities | $ | 35,401    |  | $ | 32,909    | 
| | Balances due to related parties          |   | 69,939    |  |   | 166,953   | 
| | Quartz Mountain debenture obligation     |   |          |  |   | 260,000   | 
| | Total                                    | $ | 105,340   |  | $ | 459,862   | 

Price risk

Equity price risk is defined as the
  potential adverse impact on the Companys earnings due to movements in
  individual equity prices or general movements in the level of the stock market.
  The Company is subject to price risk in respect of its investments in marketable
  securities (note 6).

The objective of price risk management
  is to eliminate or limit emerging risk exposures within acceptable parameters,
  while optimizing return and meeting strategic goals.

As at March 31, 2014 and 2013, the
  Companys exposure to price risk was nominal.

---

- 63 -

ITEM
  19           EXHIBITS

The following Exhibits have been filed with the Company's
  Annual Report on Form 20-F in previous years:

|Exhibit | Description of Exhibit                                                                                                                                                                      
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  |                                                                                                                                                                                             
|        |                                                                                                                                                                                             
|1.1     | Articles of Amarc
      Resources Ltd., as amended (1)                                                                                                                                      
|        |                                                                                                                                                                                             
|4.1     | Amended Share
      Option Plan of Amarc Resources Ltd. dated for reference September 21, 2004 (2)                                                                                          
|        |                                                                                                                                                                                             
|4.2     | Corporate Services Agreement between Amarc Resources Ltd.
      and Hunter Dickinson Services Inc. dated June 1, 2008 ,as superseded by
      the Services Agreement dated July 2, 2010. (2)
|        |                                                                                                                                                                                             
|4.3     | Certificate of
      Expert                                                                                                                                                                 
|        |                                                                                                                                                                                             
|11.1    | Code of Ethics (2)                                                                                                                                                                          

|(1) | Incorporated by reference to the Company's Annual Report
      on Form 20-F for the year ended March 31, 2010, filed with the Securities
      and Exchange Commission on September 30, 2010.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                              
|(2) | Incorporated by reference to the Company's Annual Report
      on Form 20-F for the year ended March 31, 2008, filed with the Securities
      and Exchange Commission on October 7, 2008.   

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

|Exhibit | Description of Exhibit                                                                                                                                                                               
|------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  |                                                                                                                                                                                                      
|        |                                                                                                                                                                                                      
|12.1    | Certification of Chief Executive Officer pursuant to Rule
      13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002                            
|        |                                                                                                                                                                                                      
|12.2    | Certification of Chief Financial Officer pursuant to Rule
      13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002                            
|        |                                                                                                                                                                                                      
|13.1    | Certification of Chief Executive Officer pursuant to Rule
      13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes- Oxley Act of 2002
|        |                                                                                                                                                                                                      

|13.2 | Certification of Chief Financial Officer pursuant to Rule
      13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes- Oxley Act of
  2002
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SIGNATURES

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

AMARC RESOURCES LTD.

/s/ Paul S Mann

Chief Financial Officer DATED: July 11, 2014

---