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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 20-F

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

OR

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

For the fiscal year ended March 31, 2007

OR

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

OR

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

For the transition period from _______________to
_______________

Commission file number 0-49869

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

BRITISH COLUMBIA, CANADA(Jurisdiction
of incorporation or organization)

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

COMMON SHARES WITHOUT PAR VALUE(Title
of Class)

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

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

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

Common shares, no par value

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

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

62,949,473 common shares as of March 31, 2007

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

[   ] Yes [ x ] No

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

[   ] Yes [ x ] No

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

[ x ] Yes [   ] No

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

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

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

Item 17 [ x ]   Item 18 [   ]

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

Yes [   ]     No [ x ]

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TABLE OF CONTENTS

|         |                                                                                    | Page
|-------- | ---------------------------------------------------------------------------------- | ----
|         |                                                                                    |     
|PART I   |                                                                                    | 9   
|         |                                                                                    |     
|ITEM 1.  | IDENTITY
      OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS                        | 10  
|ITEM 2.  | OFFER STATISTICS AND
      EXPECTED TIMETABLE                                      | 11  
|ITEM 3.  | KEY INFORMATION                                                                    | 12  
|ITEM 4.  | INFORMATION ON THE COMPANY                                                         | 21  
|ITEM 5   | OPERATING
      AND FINANCIAL REVIEW AND PROSPECTS                                 | 33  
|ITEM 6   | DIRECTORS, SENIOR MANAGEMENT
      AND EMPLOYEES                                   | 40  
|ITEM 7   | MAJOR
      SHAREHOLDERS AND RELATED PARTY TRANSACTIONS                            | 52  
|ITEM 8   | FINANCIAL INFORMATION                                                              | 56  
|ITEM 9   | THE OFFER
      AND LISTING                                                        | 57  
|ITEM 10  | ADDITIONAL INFORMATION                                                             | 59  
|ITEM 11  | QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                   | 69  
|ITEM 12  | DESCRIPTION OF SECURITIES
      OTHER THAN EQUITY SECURITIES                       | 70  
|         |                                                                                    |     
|PART II  |                                                                                    | 71  
|         |                                                                                    |     
|ITEM 13  | DEFAULTS, DIVIDEND ARREARAGES
      AND DELINQUENCIES                              | 72  
|ITEM 14  | MATERIAL
      MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS | 73  
|ITEM 15  | CONTROLS AND PROCEDURES                                                            | 74  
|ITEM 16  | AUDIT
      COMMITTEE, CODE OF ETHICS, ACCOUNTANT FEES AND EXEMPTIONS              | 75  
|         |                                                                                    |     
|PART III |                                                                                    | 77  
|         |                                                                                    |     
|ITEM 17  | FINANCIAL
      STATEMENTS                                                         | 78  
|ITEM 18  | FINANCIAL STATEMENTS                                                               | 79  
|ITEM 19  | EXHIBITS                                                                           | 80  

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GENERAL

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

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

Except as noted, the information set forth in this Annual
Report is as of September 24, 2007 and all information included in this document
should only be considered correct as of such date.

GLOSSARY OF TERMS

Certain terms used herein are defined as follows:

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


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


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


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


Currency and Measurement

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

Conversion of metric units into imperial equivalents is as
follows:

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

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FORWARD LOOKING STATEMENTS

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

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

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

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|PART I
|------

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

|A. | DIRECTORS AND SENIOR MANAGEMENT
|-- | -------------------------------

Not applicable.

|B. | ADVISORS
|-- | --------

Not applicable.

|C. | AUDITOR
|-- | -------

Not applicable.

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

Not Applicable.

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

|A. | SELECTED FINANCIAL DATA
|-- | -----------------------

The following tables summarize selected financial data for
Amarc extracted from the Company's audited consolidated financial statements for
the last five years ended March 31, 2007, 2006, 2005, 2004 and 2003.

The Companys annual financial statements have been audited by
its current independent registered public accounting firm, De Visser Gray LLP,
Chartered Accountants. The consolidated financial statements have been prepared
in accordance with Canadian generally accepted accounting principles (Canadian
GAAP). Note 11 to the 2007 annual consolidated financial statements provides
descriptions of the material measurement differences between Canadian GAAP and
United States generally accepted accounting principles (US GAAP) as they
relate to Amarc and a reconciliation to US GAAP of Amarcs consolidated
financial statements.

The following selected financial data is presented in Canadian
dollars.

BALANCE SHEET DATA

|(C$000)                    |   |         |   |   | As at March 31, |   |   |         |  
|-------------------------- | - | ------- | - | - | --------------- | - | - | ------- | -
|                           |   | 2007    |   |   | 2006            |   |   | 2005    |  
|Plant and Equipment, Net   |   |         |   |   |                 |   |   |         |  
|Canadian and US GAAP       | $ | 25      |   | $ | 37              |   | $ | 47      |  
|Mineral Property Interests |   |         |   |   |                 |   |   |         |  
|Canadian and US GAAP       |   |        |   |   | 98              |   |   | 156     |  
|Total Assets               |   |         |   |   |                 |   |   |         |  
|Canadian GAAP              |   | 8,768   |   |   | 5,007           |   |   | 8,091   |  
|US GAAP                    |   | 8,768   |   |   | 5,007           |   |   | 8,100   |  
|Total Liabilities          |   |         |   |   |                 |   |   |         |  
|Canadian and US
      GAAP |   | 78      |   |   | 38              |   |   | 871     |  
|Working Capital            |   |         |   |   |                 |   |   |         |  
|Canadian GAAP              |   | 8,665   |   |   | 4,834           |   |   | 7,017   |  
|US GAAP                    |   | 8,665   |   |   | 4,834           |   |   | 7,025   |  
|Share Capital              |   |         |   |   |                 |   |   |         |  
|Canadian and US GAAP       |   | 27,287  |   |   | 23,997          |   |   | 22,388  |  
|Contributed Surplus        |   |         |   |   |                 |   |   |         |  
|Canadian and US GAAP       |   | 2,295   |   |   | 488             |   |   | 507     |  
|Deficit                    |   |         |   |   |                 |   |   |         |  
|Canadian GAAP              |   | (20,892 | ) |   | (19,515         | ) |   | (15,675 | )
|US GAAP                    | $ | (20,892 | ) | $ | (19,515         | ) | $ | (15,667 | )

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|(C$000)              |   |       |  |   | As at March 31, |  |   |       | 
|-------------------- | - | ----- |  | - | --------------- |  | - | ----- | 
|                     |   | 2007  |  |   | 2006            |  |   | 2005  | 
|Net Assets           |   |       |  |   |                 |  |   |       | 
|Canadian GAAP        | $ | 8,690 |  | $ | 4,969           |  | $ | 7,220 | 
|US GAAP              |   | 8,690 |  |   | 4,969           |  |   | 7,229 | 
|Shareholders Equity |   |       |  |   |                 |  |   |       | 
|Canadian GAAP        |   | 8,690 |  |   | 4,969           |  |   | 7,220 | 
|US GAAP              | $ | 8,690 |  | $ | 4,969           |  | $ | 7,229 | 

STATEMENT OF OPERATIONS DATA

|(C$000, except per share amounts)       |   |            |   |   | Year Ended March31, |   |   |            |  
|--------------------------------------- | - | ---------- | - | - | ------------------- | - | - | ---------- | -
|                                        |   | 2007       |   |   | 2006                |   |   | 2005       |  
|Interest and other income               | $ | (334       | ) | $ | (130                | ) | $ | (243       | )
|General and administrative expenses     |   | 615        |   |   | 819                 |   |   | 719        |  
|Exploration expenditures                |   | 1,033      |   |   | 3,012               |   |   | 7,554      |  
|Stock based compensation (recovery)     |   |           |   |   | (16                 | ) |   | 496        |  
|Foreign exchange (gain) loss            |   | (38        | ) |   | 3                   |   |   | 8          |  
|Loss (gain) on marketable securities    |   |            |   |   |                     |   |   |            |  
|Canadian GAAP                           |   |           |   |   | (92                 | ) |   | (82        | )
|US GAAP                                 |   |           |   |   | (84                 | ) |   | (6         | )
|Loss on sale of equipment               |   | 2          |   |   |                    |   |   |           |  
|Write down of accounts receivable       |   |           |   |   | 45                  |   |   |           |  
|Write down of mineral property interest |   | 98         |   |   | 10                  |   |   | 76         |  
|Write down of marketable securities     |   |           |   |   | 190                 |   |   | 7          |  
|Interest expense on flow-through shares |   |           |   |   |                    |   |   | 93         |  
|Net loss (income) for the year          |   |            |   |   |                     |   |   |            |  
|Canadian GAAP                           |   | 1,376      |   |   | 3,841               |   |   | 8,628      |  
|US GAAP                                 | $ | 1,376      |   | $ | 3,849               |   | $ | 8,704      |  
|Basic and diluted net income (loss) per |   |            |   |   |                     |   |   |            |  
|share                                   |   |            |   |   |                     |   |   |            |  
|Canadian GAAP                           |   | (0.03      | ) |   | (0.08               | ) |   | (0.19      | )
|US GAAP                                 |   | (0.03      | ) |   | (0.08               | ) |   | (0.19      | )
|Weighted average number of common       |   |            |   |   |                     |   |   |            |  
|shares outstanding                      |   | 54,557,473 |   |   | 49,880,651          |   |   | 45,168,411 |  

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- 14 -

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

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

Currency and Exchange Rates

On September 24, 2007, the Federal Reserve noon rate for
Canadian Dollars was US$1.00 to Cdn$1.0012. The following tables set out the
exchange rates, based on noon rates as the nominal quotations by the Bank of
Canada website, www.bankofcanada.ca for the conversion of Canadian
Dollars into U.S. Dollars.

|                       |   |        |  |   | For year ended March 31 |  |   |        | 
|---------------------- | - | ------ |  | - | ----------------------- |  | - | ------ | 
|                       |   | 2007   |  |   | 2006                    |  |   | 2005   | 
|End of Period          | $ | 1.1529 |  | $ | 1.1671                  |  | $ | 1.2096 | 
|Average for the Period | $ | 1.1417 |  | $ | 1.1933                  |  | $ | 1.2786 | 
|High for the Period    | $ | 1.1878 |  | $ | 1.2555                  |  | $ | 1.3783 | 
|Low for the Period     | $ | 1.0948 |  | $ | 1.1489                  |  | $ | 1.1961 | 

|Monthly High and Low Exchange Rate (Canadian Dollars
      per US Dollar) | 
|------------------------------------------------------------------------- | 
|                                                                          | 
|September 2007 (until September 24, 2007)                                 | 
|August 2007                                                               | 
|July 2007                                                                 | 
|June 2007                                                                 | 
|May 2007                                                                  | 
|April 2007                                                                | 

|B. | Capitalization and Indebtedness
|-- | -------------------------------

Not applicable.

|C. | Reasons for the Offer and Use of
      Proceeds
|-- | -----------------------------------------------

Not applicable.

|D. | Risk Factors
|-- | ------------

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

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- 15 -

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

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

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

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

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

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

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

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

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- 16 -

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

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

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

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

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

Although at March 31, 2007 the Company had working capital of
approximately $8.7 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 gold or copper
prices would have a material adverse effect on the Company's business.

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

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

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

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- 17 -

In addition, sustained low gold or copper prices can:

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

Mining operations generally involve a high degree of
risk.

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

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

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

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- 18 -

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

Amarc holds 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, and the Company may be unable to compete effectively with other
companies.

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

The Companys share price has historically been
volatile.

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

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- 19 -

the market price of the common shares on the stock exchanges on
which the Company trade, suggest the Company's shares will continue to be
volatile.

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

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

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

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

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

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

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

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

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- 20 -

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

As of September 24, 2007, Amarc has no share purchase options
outstanding and 10,140,000 share purchase warrants outstanding. However, Amarc
does have 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 the options are issued, they will likely act as an upside damper on the
trading range of the Company's shares. As a consequence of the passage of time
since the date of their original sale and issuance, none of the Company's shares
remain subject to any hold period restrictions in Canada or the United States.
The unrestricted resale of outstanding shares from the exercise of dilutive
securities may have a depressing effect on the market for the Company's
shares.

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

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

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

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

|A. | HISTORY AND DEVELOPMENT OF THE COMPANY
|-- | --------------------------------------

Incorporation

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

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

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

Offices

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

COMPANY DEVELOPMENT

Amarc has been engaged in the acquisition and exploration of
mineral properties since incorporation. The Company is presently engaged in
active exploration of a number of early stage exploration properties, located in
British Columbia, Canada. All of the Companys mineral properties are in the
exploration stage.

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

Sitlika Properties, British Columbia, Canada (Bodine Property
  is now part of these properties)

In December 2006, Amarc announced that it had acquired, by
Option Agreement and staking, six exploration properties located in central
British Columbia, approximately 110 kilometers northeast of Smithers. These
properties comprise approximately 1,100 square kilometers and include the
Bodine, Megamine, Megamine South, Polymet, Polymet EastandPolymet South claims.

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- 22 -

Property Agreement

On November 14, 2006, the Company reached an option agreement
with an arm's length party to acquire a 100% undivided interest in the Bodine
property. Amarc can acquire its interest in the Bodine property by making staged
cash payments totaling $225,000 and expending $2,000,000 on the property over
the next four years, of which $25,000 was paid in December 2006. The property is
subject to a 3% net smelter royalty, 2% of which may be purchased at the
Company's sole discretion for $2,000,000 with the remaining 1% subject to a
right of first refusal in favor of the Company. Annual advance royalty payments
of $50,000 will be required from the fifth to the fifteenth year of the
agreement.

Pinchi Gold Properties, British Columbia, Canada

The Company registered a total of 528 square kilometers in four
  properties northwest of Fort St. James in central B.C., during the period December
  27, 2006 to April 20, 2007. These properties comprise the Calex, Grand, Grandnorth
  and Petite.

The Company is performing exploration during the 2007 field
season in order to define drill targets.

Tulox Property, British Columbia, Canada

The Tulox gold property, located in the Cariboo region
and comprising 252 square kilometers, was acquired during the period July 2005
to March 2007.

On May 7, 2007, the Company completed the sale of the Tulox
property for consideration of 10,000,000 common shares of Sitec Ventures Corp.
(Sitec), subject to certain conditions. The Company will also receive a 3% net
smelter royalty return following the commencement of commercial production on
the property. The Company also received a "Back In Right" whereby, on completion
of $5,000,000 of exploration expenditures on the property by Sitec, the Company
will have 90 days during which it can acquire a 60% interest in the property by
agreeing to complete a further $10,000,000 of exploration expenditures on the
property.

The Tulox property is underlain by Mesozoic volcanic and
sedimentary rocks that have been intruded by Mosozoic intrusive rocks. These
rocks have been overlain by Cenozoic volcanic and pyroclastic rocks. The Tulox
property is anomalous in gold and gold indicator elements.

Buck Property, British Columbia, Canada

In January 2004, the Company entered into an agreement to
acquire a 100% interest in the Buck mineral property. The 47.5 square
kilometer Buckproperty, located 20 kilometers south of Houston, was
acquired from United Mineral Services Ltd., a private company owned by a
director of the Company, by reimbursing the cost of: staking the property,
line-cutting to establish a survey grid over it and performing an induced
polarization geophysical survey on the property.

During the fiscal year ended March 31, 2007, the Company
allowed the property to lapse and a write down of $55,929 to the Buck property
interest was recorded.

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- 23 -

RAD Property, British Columbia, Canada

In January 2004, the Company entered into an agreement to
acquire a 100% interest in the RAD property from United Mineral Services
Ltd., by reimbursing the staking cost of $8,000. The 20 square kilometer RAD
property, located 250 kilometers west of Williams Lake, geologically comprises
Jurassic tuffs and volcanic breccia, Upper Cretaceous andesites and basaltic
breccias, and overlying Tertiary basalts and andesites. A geologic
reconnaissance performed in 2004 confirmed that a historic induced polarization
survey had adequately covered the target area and, consequently, no further
exploration is planned at this time. The Company plans to allow the property to
lapse.

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

In January 2004, the Company entered into an agreement to
acquire a 100% interest in the Nechako mineral property. The 13 square
kilometer Nechako property, located 80 kilometers west of Quesnel, was acquired
by issuing a total of 200,000 shares of the Company to two arm's length parties.
Of these 200,000 shares, 50,000 were not due to be issued until the Company
reached a third party joint venture agreement or completed a total of $250,000
in exploration expenditures on the property.

In November 2004, the Company signed an option agreement,
whereby Endurance Gold Corporation (Endurance Gold), an arm's length private
company, can acquire a 60% interest in the property by issuing to the Company
250,000 shares in Endurance Gold, and by incurring $250,000 in exploration work
on the property over the next three years. The agreement was conditional upon
Endurance Gold becoming a publicly-listed company, a condition that was
fulfilled on July 27, 2005 when it listed on the TSX Venture Exchange. On August
18, 2005, the Company received its first payment of 50,000 common shares of
Endurance Gold at a deemed price of $0.23 per share. This $11,500 was credited
against the acquisition cost of the property.

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

Since January 2005, Endurance Gold registered an additional 33
square kilometers of mineral claims within the area of common interest
surrounding the property. These will form part of the property and are subject
to the terms of the agreement with Endurance Gold.

Endurance Gold has performed geological, geochemical and
geophysical surveys on the property as well as performing a 422-metre drilling
program during November and December 2005. As a result of the expenditures
incurred during these programs, Endurance Gold completed the $250,000
exploration expenditure requirement of the option agreement. The Company
received an additional payment of 200,000 common shares of Endurance Gold in
December 2005. Endurance Gold has therefore completed its requirements for
vesting its 60% interest in the property.

The Company reviewed Endurance Golds exploration results and
elected not to participate in the additional expenditures required to complete
the drilling in December 2005. As a result, the Companys interest in the
property was reduced to 32.61% . No further work has been performed on the
property by the joint venture since December 2005. During the year ended March
31, 2007, the Company wrote off the remaining costs of $42,500 related to the
property.

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- 24 -

The Witch Properties, British Columbia, Canada

In September 2004, the Company acquired a 100% interest in the
Witch porphyry gold-copper property for a cash payment of $10,000. The
property comprises approximately 46 square kilometers and was located in the
Witch Lake/Chuchi Lake region, approximately 80 kilometers north-northwest of
Fort St. James. The Company added to the property by staking an additional 17.5
square kilometers in four claims.

Exploration work performed by previous owners includes soil
sampling, magnetometer surveys, induced polarization surveys, trenching and
mapping. Several anomalous areas were outlined, some of which had received
historical drilling. Anomalous copper values over discontinuous intervals were
encountered in the drilling. Prospective areas of the property remained to be
tested by geophysics, and untested targets remained to be drilled. These
prospective areas were explored by the Company using geophysical techniques, and
anomalous zones were drill tested to determine their geologic character. An
evaluation of the results from the characterization drilling indicates that the
original Witch property does not warrant additional work by the Company.

During the quarter ended December 31, 2004, the Company staked
an additional 364 square kilometers in the Witch Lake region, over areas
prospective for porphyry gold-copper targets in a region underlain by Jurassic
Takla Group and Chuchi Group volcanic and sedimentary rocks intruded by Triassic
to Cretaceous intrusive rocks. These claims reach to the south of the Mt.
Milligan deposit (measured and indicated resource of 417 million tonnes
containing 0.21% copper and 0.41 g/t gold  Terrane Metals Corp. news release,
August 21, 2007) and comprise the Chona, Kal, M2,
M3, M4, M5, Tsil and additional Witch claims. In
November 2004, the Kal, M2, M3, M4, M5 and Tsil properties became subject to a
farm out agreement with Rockwell Diamonds Inc., formerly Rockwell Ventures Inc.
These claims were surveyed by geophysical techniques then tested by drilling
during fiscal 2005. An evaluation of these results was completed, indicating
that no further exploration by the Company was warranted, and the M2, M4, M5,
Kal and Tsil claims were allowed to lapse in 2005.

During the quarter ended March 31, 2005, the Company registered
an additional 316 square kilometers in the same region (the Chica,
additional Chona, Tchent, Wolf and Xander claims). During
the 2005 exploration season, the Company performed extensive detailed
geophysical and geochemical surveys on the properties and selected drill targets
exhibiting the types of anomalies characteristic of porphyry gold-copper
deposits. The Company completed a program of nine drill holes (964 meters) in
October 2005. No significant results were obtained from the drilling.

On January 12, 2007, the Company held 13 square kilometers of
the Chona claims in good standing, at which time the property was sold to an
arms length purchaser for the sum of $500. Amarc retains a 2.5% net smelter
royalty on production from the property, which can be bought by the purchaser
for $2.5 million. As at year end March 31, 2007, all of the Companys Witch and
Chona claims had either been sold or had lapsed.

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Iskut Properties, British Columbia, Canada

The Company registered for acquisition a total of 52 square
kilometers in five properties in the Iskut River area of northwestern B.C.
during the period August 2005 to March 2006. These properties comprise the
AA, MEZ, TRI A, Copper 152 and Copper 246
properties.

The Company also entered into a Letter Agreement in May 2006
with an arms length party, giving the Company the right to explore the 23
square kilometer SEDEX property that adjoins the AA property, and the
right to enter into a formal option agreement on or before December 31, 2006 to
purchase the SEDEX property, by paying the arms length party $100,000 and
265,000 shares of the Company, in stages, by December 31, 2010. The purchase was
subject to a 1.5% net smelter royalty in favor of the arms length party, 0.5%
of which could be purchased by the Company for $1,000,000. Advance royalty
payments of $20,000 annually were payable to the arms length party commencing
on or before December 31, 2011.

During the 2007 fiscal year, as a result of exploration
programs performed on the Iskut properties, the Company concluded that no
further work was warranted on the properties. On December 6, 2006, the Company
terminated the SEDEX Letter Agreement and vended the AA property to the original
arms length SEDEX owner. Amarc retains a 1.5% net smelter royalty on production
from the AA property, 0.5% of which can be purchased by the arm's length party
for $1,000,000. The Company plans to let the remainder of the properties lapse.

Other

The Company also has a 5% net profits interest in the 46
mineral claims comprising the Ana Property in the Yukon Territory,
Canada, and a 2.5% net profits interest in a mineral lease comprising the
Mann Lake Property in Saskatchewan. At the present time, the Company has
no plans to undertake any programs on these properties.

|B. | BUSINESS OVERVIEW
|-- | -----------------

Amarc is in the business of acquiring and exploring mineral exploration
  properties. Amarc is currently focusing on exploration in British Columbia,
  Canada. The Company has assembled a portfolio of projects through option agreements
  and ground staking and is carrying out preliminary exploration programs on high
  priority targets, with the objective of ascertaining whether any of the properties
  possess commercially viable mineral deposits.

British Columbia Mineral Tenure

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

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

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- 26 -

Environmental Matters

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

Exploration Activities during Fiscal 2007

Amarcs exploration activities completed since the beginning of
fiscal 2007 include the following:

Name of Mineral Property
    Description of Exploration ActivityTulox Property
    The Tulox property was registered during the period July
      2005 to October 2006.
      During fiscal 2007 the Company performed till sampling,
      airborne magnetometer surveys, geological mapping, grid based soil
      geochemical surveys and grid based induced polarization surveys.
        The property has been sold to Sitec Ventures Corp. which
          will be responsible for the cost of on-going exploration, including
          drilling.Iskut Properties
    During fiscal 2007 the Company performed silt, soil and
      rock geochemical surveys on the Iskut Properties. A geological review of
      the Iskut properties concluded that no further exploration work was
      warranted.


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- 27 -

Plan of Operations for Fiscal 2008

Amarc plans to complete the following exploration activities
during fiscal 2008:

Name of Mineral Property
    Planned Exploration Activity
    Budget (Cdn$)Sitlika Properties (Bodine Property
      is now part of this property)
    The Company plans to perform geological,
      geochemical and geophysical surveys on the Properties during the
      2007 season to delineate targets for drilling.
    1,500,000Pinchi Gold Properties
    The Company plans to perform geological,
      geochemical and geophysical surveys on the Properties during the
      2007 season to delineate targets for drilling.
    600,000BC Initiative and 
        Acquisitions Program
    Research, planning, data compilation and
      business support, including the review, inspection and acquisition
      of key properties.
    200,000Total
    
    2,300,000


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

Amarc anticipates spending approximately $2,300,000 in the
completion of its planned exploration programs during fiscal 2008. Amarc plans
to use its existing cash and working capital to fund these exploration programs.
The Company completed a significant private placement financing during 2007 that
enabled the Company to acquire interests in its British Columbia mineral
properties and to proceed with exploration activities on these properties.

The Company had cash and cash equivalents of $2.9 million and
working capital of $8.7 million as at March 31, 2007 and cash and cash
equivalents of approximately $6.8 million and working capital of $6.7 million as
at September 24, 2007.

|C. | Organizational Structure
|-- | ------------------------

The Company operates directly and has no material
subsidiaries.

|D. | Property, plant and equipment
|-- | -----------------------------

All of the Companys properties are located in British
Columbia. For further information about the Companys mineral projects, see
Further Particulars of Amarcs Properties below. None of the projects have any
material tangible fixed assets located thereon although there are still
miscellaneous exploration equipment and motor vehicles held in Mexico.

---

- 28 -

|E. | Further Particulars of Amarcs
      Properties
|-- | -----------------------------------------------

The locations of the currently active properties, described in
this section, are shown on Figures 1 and 2 below:



---

- 29 -



---

- 30 -

|(1) | The Sitlika Properties, British Columbia (Bodine
      Propery is now part of this Property)
|--- | --------------------------------------------------------------------------------------------

Property

The Sitlika properties comprise approximately 1,100 square
kilometers and are made up of the Bodine, Megamine, Megamine South,
Polymet, Polymet East and Polymet Southgroups of claims.

Name
    Claim Numbers
    Size (ha)Bodine
    506542, 525003, 525146-525148,
      526151, 526976, 527676, 528235, 533360- 533366, 541517-541518,
      541520-541522, 541524-541525, 541527, 541530- 541531, 541535,
      541538-541539, 541563, 541565-541570, 541572-541574, 541576-541578,
      541580, 541582-541585, 541587-541596, 541598-541599,541624, 542892,
      542900, 542913, 542915, 541917, 542919, 542921, 541923,
      542926-542927, 542931, 542934, 542936, 541938, 54240, 542942,
      542944, 542946, 542948, 542950, 542952, 546954, 542958, 542960,
      542961, 542963, 546141-546147, 546284, 547224-547226, 547228, 547229,
      547298, 547299, 547301, 559139, 542796-542822, 542824, 542826-542833,
      545620-545651, 545829, 545832
    71,212Megamine
    544619-544673
    18,582Megamine South
    544644-544675
    6,002Polymet
    542761-542770, 546654-545666, 546096,-546098
    10,966Polymet East
    545758-545766
    3,387Polymet South
    545679, 545681, 545683, 545685, 545687, 545689
    2,121


Location and Access

The Sitlika properties are located in the Omineca-Takla-Babine
area, approximately 110 kilometers northeast of Smithers, British Columbia. The
Bodine property is situated adjacent to the CNR-BC Rail line at Takla Landing
and is traversed by a mainline industrial road and a network of forestry roads.
Provincial grid power is located approximately 55 kilometers from this property.

See Figure 2 (above) for a map showing the location of the
Sitlika Properties.

Geology

The Sitlika properties cover a 190 kilometer long belt of
Permian to Jurassic gossanous metasedimentary and metavolcanic rocks of the
Sitlika assemblage. The area was the subject of a focused geological mapping
initiative by the BC Ministry of Energy and Mines (Schiarizza and Payie, 1997),
which showed that Sitlika rocks have the potential to host volcanogenic massive
sulphide deposits.

The Sitlika rocks in this area are equivalent in age to the
rocks hosting the Kutcho volcanogenic massive sulphide deposits in northern BC.
Kutcho Creek, a pre-feasibility stage project, hosts several massive sulphide
deposits. The largest and most advanced deposit is the Main deposit, with
measured and indicated resources of 15.6 million tonnes grading 1.65% copper,
2.15% zinc, 26 grams silver and 0.3 grams gold per tonne, that is potentially
amenable to open pit mining (Western Keltic Mines Inc. website, July 2007).

Exploration in 2006 (Fiscal 2007)

In the Sitlika area, results from stream sediment sampling have
returned outstanding and regionally significant copper and zinc concentrations,
ranging from 1650-3500 ppm copper and 1750-4000 ppm zinc, from a stream draining
altered felsic volcanic rocks. Preliminary prospecting has uncovered a
footwall-type stringer copper-zinc mineralized zone, like that typically
associated with the formation of

---

- 31 -

copper and zinc rich volcanic hosted massive sulphide deposits,
within an iron oxide horizon which runs for up to 20 kilometers.

Preliminary property work by Amarc geologists confirmed the
occurrence of felsic fragmental volcanic rocks and brecciated and layered
sulphides on the Sitlika properties, which strongly indicate the potential to
host a new volcanogenic massive sulphide district. Results of initial channel
sampling at the Bodine property include: four samples that range from 2.84% to
7.40% copper over widths of 0.10 meter; and three sampled intervals that
returned 1.79% copper over 2.90 meters, 1.37% copper over 2.35 meters and 2.38%
copper over 1.00 meter.

Plan of Operation for 2007 (Fiscal 2008)

The Company is performing a significant program at Sitlika
during the summer of 2007 that includes silt sampling, soil sampling,
magnetometer surveys and induced polarization surveys to delineate targets for
drilling. The cost of the program is expected to be $1.5 million.

|(2) | The Pinchi Gold Property, British
      Columbia
|--- | ------------------------------------------------

Property

The Company registered a total of approximately 500 square kilometers
  in four properties northwest of Fort St. James in central B.C., during the period
  December 27, 2006 to April 20, 2007. These properties comprise the Calex,
  Grand, Grandnorth and Petite.

Name
    Claim Numbers
    Size (ha)Calex
    548530, 548531, 548539-548541
    1,540Grand
    548040-548050, 548052-548069,
      548071-548076, 548078-548089, 548091-548104, 548166-548172, 548174,
      548176, 548178-548189, 548528, 548529, 548548-548550, 548778, 548780
    39,566Grandnorth
    548564-548576, 548578-548579, 548581-548586, 548588-548596
    11,684Petit
    548190, 548191
    913


Location and Access

The Pinchi Gold property is located in the Omineca-Fort St.
James area, approximately 100 kilometers northwest of Fort St. James, British
Columbia. The property is well situated with respect to the CNR-BC Rail line and
is traversed by a mainline industrial road and a network of forestry roads.
Provincial grid power is located approximately 70 kilometers from the property.

See Figure 2 (above) for a map showing the location of the
Pinchi Gold Property.

Geology

The property is underlain by Paleozoic limestones, sedimentary
rocks and volcanic rocks that have been intruded by Mesozoic intrusive rocks.
These geologic conditions are prospective for the formation of bulk tonnage
Carbonate Replacement Gold Deposits.

Exploration in 2006 (Fiscal 2007)

Company geologists researched the mining and exploration
history of the property.

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- 32 -

Plan of Operation for 2007 (Fiscal 2008)

The Company is performing airborne and ground based geophysical
surveys and grid based geochemical surveys during the 2007 field season in order
to define drill targets. The cost of the program is expected to be $0.6
million.

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- 33 -

|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 mineral properties have any reserves or have been proven to
host mineralized material which can be said to be ore or feasibly economic at
current metals prices. The Company incurs significant exploration expenditures
as it carries out its business strategy. As Amarc is an exploration stage
company, it does not have any revenues from its operations to offset its
exploration expenditures. Accordingly, the Companys ability to continue
exploration of its properties will be contingent upon achieving additional
financing.

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

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

Critical Accounting Policies and Estimates

The Company's accounting policies are presented in note 3 of
the accompanying audited consolidated financial statements for the year ended
March 31, 2007 and a reconciliation of material measurement differences between
these principles and US GAAP principles is shown in note 11.

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

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

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

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- 34 -

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

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

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

Site restoration costs (asset retirement obligations)

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

Future income tax assets and liabilities

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

Stock-based compensation expense

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

---

- 35 -

|A. | RESULTS OF OPERATIONS
|-- | ---------------------

Year Ended March 31, 2007 (2007) versus Year Ended March
31, 2006 (2006)

The Company had net loss of $1,376,438 in 2007 compared to net
loss of $3,840,903 in 2006. The loss in 2007 was lower as a result of decreased
exploration expenditures in British Columbia.

Exploration expenses for 2007, excluding stock-based
compensation, decreased to $1,033,060, from $3,012,825 in 2006, due to a
decrease in the number of exploration programs being carried out in British
Columbia. The major exploration expenditures during the year were geological
(2007  $635,870; 2006  $1,117,544) and assays and analysis (2007  $162,429;
2006  $205,889). The 2007 assays and analysis figure includes $96,030 related
to claim staking costs (2006  $17,084). The decrease in geological expense
during the year was due to wages paid for less geological and geophysical work
conducted in 2007. Assays and analysis expense decreased in 2007 due to lower
levels of exploration activities, as several properties were allowed to lapse
during the year. Other exploration expenses include site activities (2007 
$64,297; 2006  $727,397), travel and accommodation (2007  $46,696; 2006 
$92,880), and helicopter expense (2007  $42,358; 2006  $260,720). Option
payments related to mineral property interests decreased to $25,000 in 2007 from
$78,750 in 2006.

Administrative costs for 2007 decreased with the reduction in
corporate activities. Salaries and benefits decreased to $229,024 in 2007 from
$382,254 in 2006. Office and administration rose marginally to $150,163 in 2007
from $137,155 in 2006. Legal, accounting and audit decreased by almost 50% from
$64,160 in 2006 to $33,465 in 2007. Shareholder communication costs also
decreased, from $72,531 in 2006 to $51,857 in 2007, and trust and filing fees
remained constant at approximately $18,000 in both 2006 and 2007.

Interest and other income increased to $333,737 in 2007 from
$129,852 in 2006, reflecting primarily an accrual for the interest income earned
on the $5,500,000, 20%, 90-day promissory note to Rockwell Diamonds Inc. (See
Item 7B  Related Party Transactions).

The gain on sale of marketable securities was $nil in 2007, vs.
$92,887 in 2006, as all marketable securities were disposed of in 2006. The
write down of marketable securities was $nil in 2007, compared to $190,392 in
2006. The write down of mineral property interests was $98,429 in 2007, as the
remaining balances related to the Buck and Nechako properties were written off.
The 2006 write down of $10,000 related to the Witch property.

In 2007, stock based compensation totaled $nil, as there were
no options outstanding, or granted during the year. In 2006, a total of $16,282
of stock-based compensation expense was recovered.

Year Ended March 31, 2006 (2006) versus Year Ended March
31, 2005 (2005)

The Company had a net loss of $3,840,903 in 2006 compared to a
net loss of $8,627,639 in 2005. The loss in 2006 was lower as a result of
decreased exploration expenditures in British Columbia. Excluding stock-based
compensation and gain on sales of marketable securities, Amarc had a net loss in
2006 of $3,950,072, compared to a net loss of $8,213,162 in 2005.

Exploration expenses for 2006, excluding stock-based
compensation, decreased to $3,012,825, from $7,553,950 in 2005, due to a
decrease in the number of exploration programs being carried out in British
Columbia. The major exploration expenditures during the year were geological
(2006  $1,117,544; 2005  $3,082,953) and site activities (2006  $727,397;
2005  $2,106,647). The decrease in geological expense during the year was due
to wages paid for less geological and geophysical work conducted in

---

- 36 -

2006. Site activities decreased in 2006 due to less site
contractors used by the Company for the Companys exploration activities as
several properties were allowed to lapse in the last two quarters of the year.
Other exploration expenses include drilling (2006  $260,900; 2005  $708,953),
charter air travel (2006  $260,720; 2005  $674,075), and assays and analysis
(2006  $205,889; 2005  $455,737). Option payments related to mineral property
interests decreased to $78,750 in 2006 from $99,400 in 2005.

Administrative costs for 2006 increased slightly in line with
normal administrative activities and inflation. Salaries and benefits increased
to $382,254 in 2006 from $356,841 in 2005. Office and administration increased
to $137,155 in 2006 from $106,349 in 2005. Legal, accounting and audit increased
slightly to $64,160 in 2006 from $63,521 in 2005. In contrast, shareholder
communication costs decreased to $72,531 from $104,308 in 2005, and trust and
filing decreased to $17,946 from $23,350 in 2005.

Interest and other income decreased to $129,852 in 2006 from
$242,862 in 2005, reflecting a lower average cash balance on hand during 2006 as
compared to 2005.

The gain on sale of marketable securities was $92,887 in 2006,
a slight increase in comparison to the gain of $81,554 in 2005. The gain in 2006
resulted mainly from the sale of shares of Yukon Zinc Corporation and Endurance
Gold Corporation. The write down of marketable securities in 2006 totaled
$190,392 (2005 - $6,667). The write down of accounts receivable in fiscal 2006
was $45,088 (2005 - $nil) as a result of the rejection by the Mexican government
of the Companys IVA returns for the calendar years from 1998 to 2000.

A total of $16,282 of stock-based compensation expense was
recovered in 2006 in comparison to $496,031 of stock-based compensation expense
recorded in 2005, as a result of a decrease in the Company's share price.

|B. | LIQUIDITY AND CAPITAL RESOURCES
|-- | -------------------------------

The Company had cash and cash equivalents of $2,916,194 and
working capital of $8,664,814 as at March 31, 2007, compared to cash and cash
equivalents of $4,537,933 and working capital of $4,833,727 as at March 31,
2006.

The Company did not have any long term liabilities as at March
31, 2007 or 2006 and does not have any long term liabilities as of the date of
this Annual Report.

Planned Exploration Activities

The Company plans to apply its available cash and working
capital to continue exploration of the Company's mineral properties. These
planned exploration activities are summarized in Item 4.B of this Annual
Report. At September 24, 2007, the Company had cash of approximately $6.8
million. The Company anticipates that its cash and working capital will be
sufficient to enable it to carry out the Company's planned exploration
activities as well as for property maintenance requirements and administrative
overhead for the twelve months without obtaining additional financing.

Cash Used in Operating Activities

Cash used in operating activities was $1,222,791 in 2007,
compared to $4,625,140 in 2006 and $7,414,974 in 2005. The annual decrease in
cash used in operating activities from 2005 to 2007 is attributable primarily to
the Companys declining levels of exploration activities carried out on its
British

---

- 37 -

Columbia mineral properties over these three years. The Company
anticipates continuing to use cash in its operating activities to carry out its
exploration programs.

Cash Flows from Investing Activities

Cash flows used in investing activities were $5,496,555 in
2007, compared to cash flows provided by investing activities of $240,292 in
2006, and cash flows used in investing activities of $146,410 in 2005. Cash
flows used in investing activities in 2007 relate primarily to the Companys
purchase of a $5,500,000, 90day promissory note from Rockwell Diamonds Inc.
Cash flows provided by investing activities in 2006 were attributable to the
disposal of shares of Yukon Zinc Corporation and Endurance Gold Corporation.
Cash flows used in investing activities in 2005 were related to the acquisitions
of $168,000 in mineral property interests and a subscription to a private
placement in Expatriate Resources Ltd. of $125,000. Cash flows used in 2005 were
partially offset by proceeds received from the sale of marketable securities of
$146,590.

Cash Flows from Financing Activities

Cash flows from financing activities were $5,097,607 in 2007,
compared to $1,587,402 in 2006 and $1,172,090 in 2005. Cash flows from financing
activities in each year were attributable to common shares issued for cash.

Cash flows from financing activities in 2007 were related to
the completion of a private placement of 10,490,000 units at $0.50 per unit,
consisting of 4,490,000 flow-through units and 6,000,000 non-flow-through units.
Each flow-through unit consisted of one flow-through common share and one
non-flow-through warrant and each non-flow-through unit consisted of one
non-flow-through common share and one warrant. Each warrant entitles the holder
to purchase one non-flow-through common share until January 17, 2009, at a price
of $0.55 per share.

Cash flows from financing activities in 2006 were primarily due
to the exercise of previously issued warrants, while cash flows from financing
activities in 2005 were related to the exercise of both options and warrants;
all issued as part of private placement transactions in previous years.

Requirement of Financing

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

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

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- 38 -

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

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

Financial Instruments

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

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

|C. | Research Expenditures
|-- | ---------------------

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

|D. | Trend Information
|-- | -----------------

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

Copper prices have been increasing since late 2003, averaging
US$3.03/lb in 2006. As a result of increasing supply, prices dropped slightly in
early 2007, but have increased again since mid February 2007. The average price
to mid September 2007 is US$3.17/lb.

Overall, gold prices have been increasing for more than three
years. Although there was some volatility late in 2006, the average for the year
 US$604/oz  was higher than the average price  US$445/oz  in 2005. This
volatility continued in early 2007, but prices have mainly been increasing since
mid January. The gold price has averaged approximately US$662/oz to mid
September 2007.

|E. | Off-Balance Sheet Arrangements
|-- | ------------------------------

Amarc has no off-balance sheet arrangements.

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

|(a) | any obligation under a guarantee contract that has any of
      the characteristics identified in paragraph 3 of FASB Interpretation No.
      45, Guarantor's Accounting and Disclosure Requirements for Guarantees,
      Including Indirect Guarantees of Indebtedness of Others (November 2002)
      ("FIN 45"), as may be modified or supplemented, excluding the types of
      guarantee contracts described in paragraphs 6 and 7 of FIN
  45;
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

- 39 -

|(b) | a retained or contingent interest in assets transferred
      to an unconsolidated entity or similar arrangement that serves as credit,
      liquidity or market risk support to such entity for such assets;                                                                                                                                                                                                                                                                                                                     
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(c) | any obligation under a derivative instrument that is both
      indexed to the company's own stock and classified in stockholders' equity,
      or not reflected, in the company's statement of financial position;
    or                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(d) | any obligation, including a contingent obligation,
      arising out of a variable interest (as referenced in FASB Interpretation
      No. 46, Consolidation of Variable Interest Entities (January 2003), as may
      be modified or supplemented) in an unconsolidated entity that is held by,
      and material to, the company, where such entity provides financing,
      liquidity, market risk or credit risk support to, or engages in leasing,
      hedging or research and development services with, the
  company.

|F. | Tabular Disclosure of Contractual
      Obligations
|-- | ---------------------------------------------------

As at fiscal year end March 31, 2007, the Company had the
following contractual obligations:

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


During the year ended March 31, 2007, the Company completed a
private placement of 10,490,000 units ("Units") at $0.50 per Unit, consisting of
4,490,000 flow-through units and 6,000,000 non-flow-through units. Expenses to
be incurred from the proceeds of the flow-through-units were renounced to
investors on December 31, 2006. In accordance with certain provisions of the
Canadian Income Tax Act, the Company is obligated to spend the proceeds from the
flow-through-units by December 31, 2007.

|G. | Safe Harbor
|-- | -----------

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

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- 40 -

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

|A. | Directors and Senior Management
|-- | -------------------------------

Name (1)
    Year born
    Position
    Director SinceDavid J. Copeland
    1948
    Director
    September 1995Scott D. Cousens
    1964
    Director
    September 1995Robert A. Dickinson
    1948
    Chairman of the Board and Director
    April 1993Jeffrey R. Mason
    1957
    Chief
      Financial Officer, Secretary and Director
    September 1995Ronald W. Thiessen
    1952
    President, Chief Executive Officer and Director
    September 1995


(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.

DAVID COPELAND, P.Eng.  Director

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

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

Company
      Positions Held
      From
      ToAmarc Resources
        Ltd.
      Director
      September 1995
      PresentAnooraq Resources
        Corporation
      Director
      September 1996
      September 2004Continental Minerals
        Corporation
      Director
      November 1995
      PresentFarallon Resources
        Ltd.
      Director
      December 1995
      PresentGreat Basin Gold
        Ltd.
      Director
      February 1994
      PresentNorthern Dynasty
        Minerals Ltd.
      Director
      June
        1996
      PresentRockwell Diamonds Inc.
      Director and CEO
      September 2006
      PresentChairman
      September 2007
      PresentTaseko Mines Limited
      Director
      March
        1994
      Present


---

- 41 -

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. In
addition to financing initiatives he also oversees the corporate communications
programs for the public companies to which Hunter Dickinson Inc. provides
services.

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

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


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 Inc. provides services. He holds a Bachelor of Science
degree (Hons. Geology) and a Master of Science degree (Business Administration -
Finance) from the University of British Columbia. Mr. Dickinson has also been
active in mineral exploration over 40 years. He is a director of Hunter
Dickinson Inc. He is also President and Director of United Mineral Services
Ltd., a private investment company.

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

Company
      Positions Held
      From
      ToAmarc Resources Ltd.
      Director
      April 1993
      PresentCo-Chairman
      September 2000
      April 2004Chairman
      April
        2004
      PresentAnooraq Resources Corporation
      Director
      November 1990
      September 2004Director
      October 2004
      PresentChairman
      April 2004
      September 2004Co-Chairman
      October 2004
      Present


---

- 42 -

Company
    Positions Held
    From
    ToContinental Minerals Corporation
    Director
    June
      2004
    PresentChairman
    June
      2004
    January 2006Co-Chairman
    January 2006
    December 2006Detour Gold
      Corporation
    Director
    August
      2006
    PresentFarallon Resources Ltd.
    Director
    July
      1991
    April
      2007Chairman
    April
      2004
    September 2004Co-Chairman
    September 2004
    April
      2006Great Basin Gold Ltd.
    Director
    May
      1986
    November 2006Co-Chairman
    September 2000
    April
      2004Chairman
    April
      2004
    December 2005Co-Chairman
    December 2005
    November 2006Northern Dynasty Minerals Ltd.
    Director
    June
      1994
    PresentCo-Chairman
    November 2001
    April
      2004Chairman
    April
      2004
    PresentRockwell Diamonds Inc.
    Director
    November 2000
    September 2006Chairman
    November 2000
    September 2006Taseko Mines Limited
    Director
    January 1991
    PresentChairman
    April
      2004
    July
      2005Co-Chairman
    July
      2005
    May
      2006


JEFFREY MASON, B.Comm., CA  Chief Financial Officer,
Secretary and 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. Mr. Mason is also employed as Chief Financial Officer of
Hunter Dickinson Inc. and his principal occupation is the financial
administration of the public companies to which Hunter Dickinson Inc. provides
services.

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

---

- 43 -

Company
      Positions Held
      From
      ToAmarc Resources Ltd.
      Director
      September 1995
      PresentSecretary
      September 1995
      PresentChief
        Financial Officer
      September 1998
      PresentAnooraq Resources Corporation
      Director
      April
        1996
      September 2004Secretary
      September 1996
      PresentChief
        Financial Officer
      February 1999
      May
        2007Coastal Contacts
        Inc.
      Director
      October 2006
      PresentContinental Minerals Corporation
      Director
      June
        1995
      PresentSecretary
      November 1995
      PresentChief
        Financial Officer
      June
        1998
      PresentDetour Gold Corporation
      Chief Financial Officer, 
        Secretary and Director
      July 2006
      PresentFarallon Resources Ltd.
      Director
      August
        1994
      PresentSecretary
      December 1995
      PresentChief
        Financial Officer
      December 1997
      PresentGreat Basin Gold Ltd.
      Director
      February 1994
      November 2006Secretary
      February 1994
      November 2006Chief
        Financial Officer
      June
        1998
      November 2006Northern Dynasty Minerals Ltd.
      Director
      June
        1996
      PresentSecretary
      June
        1996
      PresentChief
        Financial Officer
      June
        1998
      PresentQuartz Mountain
        Resources Ltd.
      Principal Accounting Officer
      January 2005
      PresentRockwell Diamonds Inc.
      Director
      November 2000
      PresentChief
        Financial Officer
      November 2000
      April
        2007Taseko Mines Limited
      Director
      February 1994
      PresentSecretary
      February 1994
      PresentChief
        Financial Officer
      November 1998
      Present


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

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

---

- 44 -

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

Company
      Positions Held
      From
      ToAmarc Resources Ltd.
      Director
      September 1995
      PresentPresident and Chief 
        Executive Officer
      September 2000
      PresentAnooraq Resources Corporation
      Director
      April
        1996
      PresentPresident and Chief 
        Executive Officer
      September 2000
      August 2007Continental Minerals Corporation
      Director
      November 1995
      PresentPresident and Chief 
        Executive Officer
      September 2000
      January 2006Co-Chairman
      January 2006
      PresentDetour Gold Corporation
      Chairman and Director
      July
        2006
      PresentFarallon Resources Ltd.
      Director
      August
        1994
      PresentPresident and Chief 
        Executive Officer
      December 1999
      September 2004Co-Chairman
      September 2004
      December 2005Chairman
      December 2005
      PresentGreat Basin Gold Ltd.
      Director
      October 1993
      PresentPresident and Chief 
        Executive Officer
      September 2000
      December 2005Co-Chairman
      December 2005
      November 2006Chairman
      November 2006
      PresentNorthern Dynasty Minerals Ltd.
      Director
      November 1995
      PresentPresident and Chief 
        Executive Officer
      November 2001
      PresentRockwell Diamonds Inc.
      Director
      November 2000
      PresentPresident and Chief 
        Executive Officer
      November 2000
      September 2006Chairman
      September 2006
      PresentTaseko Mines Limited
      Director
      October 1993
      PresentPresident and Chief 
        Executive Officer
      September 2000
      July 2005Co-Chairman
      July
        2005
      May
        2006Chairman
      May
        2006
      PresentTri-Gold Resources
        Corp.
      Director
      July
        1992
      Present


---

- 45 -

|B. | Compensation
|-- | ------------

During the Company's financial year ended March 31, 2007, the
aggregate cash compensation paid or payable by the Company or its subsidiaries
to its directors and senior officers, all of whose financial statements are
consolidated with those of the Company, was $110,775.

Ronald W. Thiessen, President and Chief Executive Officer,
Jeffrey R. Mason, Chief Financial Officer and Secretary and Robert A. Dickinson,
Chairman are each a Named Executive Officers of the Company for the purposes
of the following disclosure.

The compensation paid to the Named Executive Officers during
the Companys three most recently completed financial years is as set out
below:

SUMMARY COMPENSATION
      TABLEName and Principal 
        Position
      Year
      Annual Compensation
      Long Term Compensation
      All Other 
        Compensation
      ($)Salary 
        ($)
      Bonus 
        ($)
      Other Annual 
        Compensation ($)
      Awards
      PayoutsSecurities 
        Under Options/SARs
      Granted (#)
      Restricted 
        Shares or Restricted
      Share Units ($)
      LTIP 
        Payouts ($)Ronald W. Thiessen Chief Executive Officer,
      President
    2007 2006 2005
    46,121 155,127 75,092
    1,784 Nil Nil
    Nil Nil Nil
    Nil Nil 200,000
    Nil Nil Nil
    Nil Nil Nil
    Nil Nil NilJeffrey R. Mason Chief Financial Officer, Secretary
    2007 2006 2005
    30,504 92,835 56,519
    1,784 Nil Nil
    Nil Nil Nil
    Nil Nil 200,000
    Nil Nil Nil
    Nil Nil Nil
    Nil Nil NilRobert A. Dickinson Chairman
    2007 2006 2005
    28,798 95,574 20,771
    1,784 Nil Nil
    Nil Nil Nil
    Nil Nil 200,000
    Nil Nil Nil
    Nil Nil Nil
    Nil Nil Nil


Long-Term Incentive Plan Awards

A long term incentive plan ("LTIP") is "a plan providing
compensation intended to motivate performance over a period greater than one
financial year" and does not include option or stock appreciation rights
("SARs") plans or plans for compensation through shares or units that are
subject to restrictions on resale. The Company did not award any LTIPs to any
Named Executive Officer during the most recently completed financial year.

Share Options

The only equity compensation plan which the Company has in
place is its share option plan (See Item 6.E Share Option Plan).
The Plan has been established to provide incentive to qualified parties to
increase their proprietary interest in the Company and thereby encourage their
continuing association with the Company. The Plan is administered by the
directors of the Company. The Plan provides that options will be issued to
directors, officers, employees and consultants of the Company or a subsidiary of
the Company. The Plan provides that the number of common shares issuable under
the Plan, together with all of the Companys other previously established or
proposed share compensation arrangements, may not exceed 10% of the total number
of issued and outstanding common shares under the Plan. No option was

---

- 46 -

granted during the 2007 fiscal year and as at March 31, 2007
and the date of this Annual Report, there are no options outstanding. All
options expire on a date not later than five years after the date of grant of
such option, for a Tier 2 Company.

Termination of Employment, Change in Responsibilities and
Employment Contracts

There is no written employment contract between Amarc and the
Named Executive Officers.

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

Pension Plans

There is no defined benefit or actuarial plan in place for the
Company.

|C. | Board Practices
|-- | ---------------

All directors were elected at the September 28, 2006 annual
general meeting. All directors have a term of office expiring at the next annual
general meeting of Amarc, scheduled to be held September 27, 2007. 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 of otherwise, pursuant to
which directors were compensated by Amarc or its subsidiaries for their services
in their capacity as directors, or for committee participation, involvement in
special assignments or for services as consultants or experts during the most
recently completed financial year.

General

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

1. Board of Directors

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

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

The directors of the Company 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

---

- 47 -

members have extensive experience as directors of public
companies and are sensitive to the related corporate governance and financial
reporting obligations associated with such positions. Thus the Board members are
reasonably well versed in the obligations of directors and the expectations of
independence from management.

2. Other Directorships

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

3. Orientation and Continuing Education

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

4. Ethical Business Conduct

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

5. Nomination of Directors

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

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

6. Compensation

The Board determines the compensation for the Chief Executive
Officer. The directors receive no cash compensation for acting in their capacity
as directors of the Company.

7. Other Board Committees

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

8. Assessments

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

---

- 48 -

AUDIT COMMITTEE

The Audit Committees Charter

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

Composition of the Audit Committee

The members of the audit committee are David Copeland, Scott
Cousens and Ronald Thiessen. All members are financially literate.

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.

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

Pre-Approval Policies and Procedures

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

Exemptions

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

---

- 49 -

the requirement to have 100% of the members of its audit
committee be independent, as would otherwise be required by MI 52-110.

|D. | Employees
|-- | ---------

At September 24, 2007, Amarc had no direct employees. Amarcs
administrative and exploration functions are primarily administered through
Hunter Dickinson Inc. (SeeItem 7- Major Shareholders and Related
Party Transactions).

|E. | Share Ownership
|-- | ---------------

Security Holdings of Directors and Senior Management

As at September 24, 2007, the directors and officers of Amarc
  and their affiliates, directly and indirectly, own or control as a group an
  aggregate of 12,099,917 common shares (19.1%), or 14,839,917 (22.5%) on a diluted
  basis.

As at September 24, 2007, the Company's directors and senior
management beneficially own the following number of the Company's common shares,
options and warrants:

Name of Insider
    Securities Beneficially Owned or
      Controlled
    As a % of the outstanding
      Common SharesDavid J. Copeland
    869,500 Common Shares Nil Options Nil
      Warrants
    1.4%Scott D. Cousens
    539,000 Common Shares Nil Options Nil
      Warrants
    0.9%Robert A. Dickinson(1)
    6,326,409 Common Shares Nil Options
      
        940,000 Warrants
    10.0%Jeffrey R. Mason
    2,796,000 Common Shares Nil Options
      1,400,000 Warrants
    4.4%Ronald W. Thiessen
    1,569,008 Common Shares Nil Options
      400,000 Warrants
    2.4%Total
    12,099,917 Common Shares Nil
      Options 2,740,000 Warrants
    19.1%


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

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- 50 -

Share Option Plan

As at September 24, 2007, no options were outstanding pursuant
to the Company's share option plan, and an aggregate of 6,329,947 common shares
were available for issuance, pursuant to the Companys share option plan,
described below.

|(a) | Incentive Options none outstanding                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(b) | Share Incentive Plan                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | In order to provide incentive to directors, officers,
      employees, management and others who provide services to the Company to
      act in the best interests of the Company, the Company has adopted a Share
      Incentive Plan (the "Plan").                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | At the Company's annual general meeting (the "Meeting")
      held on September 28, 2006, shareholders confirmed the Companys share
      option plan, previously approved by the shareholders on September 21,
      2004. The Plan is based on the maximum number of eligible shares equaling
      a rolling percentage of up to 10% of the Company's outstanding common
      shares, calculated from time to time. Pursuant to the Plan, if outstanding
      options are exercised, or expire, or the number of issued and outstanding
      common shares of the Company increases, the number of options available to
      grant under the Plan increases proportionately. The exercise price of each
      option is set by the board of directors at the time of grant but cannot be
      less than the market price. Options can have a maximum term of five years
      and typically terminate 90 days following the termination of the
      optionee's employment or engagement, except in the case of retirement or
      death. Vesting of options is at the discretion of the board of directors
      at the time the options are granted.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | Eligible Optionees                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | Under the policies of the TSX Venture, to be eligible for
      the issuance of a stock option under the Plan an optionee must either be a
      director, officer or employee of the Company, or a consultant or an
      employee of a company providing management or other services to the
      Company, or to its subsidiaries, at the time the option is
  granted.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | Options may be granted only to an individual or to a
      company that is wholly-owned by individuals eligible for an option grant.
      If the option is granted to a non-individual, the company must provide the
      TSX Venture with an undertaking that it will not permit any transfer of
      its securities, nor issue further securities, to any other individual or
      entity as long as the incentive stock option remains in effect without the
      consent of the TSX Venture.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | Insider Limitations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | The number of shares reserved for issuance under options
      granted to insiders may exceed 10% of the issued shares, and, within a
      twelve month period, the number of options granted to insiders may exceed
      10% of the issued shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

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- 51 -

Disinterested Shareholder
Approval

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

"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.

---

- 52 -

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

|A. | Major Shareholders
|-- | ------------------

Major Shareholders

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

As of September 24, 2007, Amarc had authorized unlimited common
shares without par value, of which 63,299,473 were issued and outstanding. As
September 24, 2007, Robert Dickinson, together with companies controlled by him,
held 6,326,409 common shares of Amarc, representing 10.0% of the common shares
outstanding.

All of the common shares have the same voting rights.

Geographic Breakdown of Shareholders

As of September 24, 2007, Amarcs register of shareholders
indicates that Amarcs common shares are held as follows:

|              | Number of registered   |                  | Percentage of total
|------------- | ---------------------- | ---------------- | -------------------
|Location      | shareholders of record | Number of shares | shares             
|Canada        | 13                     | 55,779,167       | 88.1%              
|United States | 8                      | 3,030,306        | 4.8%               
|Other         | 6                      | 4,490,000        | 7.1%               
|TOTALS        | 27                     | 63,299,473       | 100.0%             

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

Transfer Agent

Amarcs securities are recorded on the books of its transfer
agent, Computershare Trust Company of Canada located at 4th Floor, 510 Burrard
Street, Vancouver, B.C. V6C 3B9 (604) 661-0271 in registered form. However, the
majority of such shares are registered in the name of intermediaries such as
brokerage houses and clearing houses (on behalf of their respective brokerage
clients). Amarc does not have knowledge or access to the identities of the
beneficial owners of such shares registered through intermediaries.

Control

To the best of its knowledge, 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

---

- 53 -

than as noted above under Major Shareholders. There are no
arrangements known to Amarc which, at a subsequent date, may result in a change
in control of Amarc.

Insider Reports under the British Columbia Securities Act

Under the British Columbia Securities Act, "insiders"
(generally, officers, directors and holders of 10% or more of Amarc's shares)
are required to file insider reports of changes in their ownership in the first
10 days of the month following a trade in Amarc's securities. Copies of such
reports are available for public inspection at the offices of the British
Columbia Securities Commission, 9th Floor, 701 West Georgia Street, Vancouver,
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 10 days following the date of the trade at
www.sedi.ca. The public is able to access these reports at
www.sedi.ca.

|B. | Related Party Transactions
|-- | --------------------------

Except as disclosed below, Amarc has not, since the beginning
of its last fiscal year ended March 31, 2007, and does not propose to:

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

Hunter Dickinson Inc.

The Company is party to the geological and administrative
services agreement with Hunter Dickinson Inc. (HDI) dated December 31, 1996.
During the fiscal year ended March 31, 2007, the Company paid $884,888 to HDI
for services and reimbursements of third party disbursements pursuant to this
agreement.

---

- 54 -

HDI is a service-provider corporation which has been providing
geological, engineering and administration services for 20 years to companies
that are exploring, developing and producing from mineral properties. HDI is
owned by 10 public resource companies, including Amarc. The other nine public
companies that own HDI include: Anooraq Resources Corporation, Continental
Minerals Corporation, Farallon Resources Ltd., Great Basin Gold Ltd., Taseko
Mines Limited, Quartz Mountain Resources Ltd., Casamiro Resource Corporation,
Northern Dynasty Minerals Ltd., and Rockwell Diamonds Inc. Amarc and the other
public companies listed above each own 10% of HDI.

As an umbrella organization, HDI provides, both cost and
expertise advantages to the companies through access to a shared
multidisciplinary team of mining and financial professionals. This includes:
management capability, geological, engineering and environmental expertise,
financial acumen, and administrative and support services. In addition, HDI
organizes and shares leased premises and office and technical equipment for
staff to perform their duties. As of September 24, 2007, HDI employed or
retained on a substantially full-time basis, twenty-five geoscientists (of which
eleven are professional geologists/PGeo, and two are geological engineers/PEng.
and five are PhDs), ten licensed professional mining, mechanical or civil
engineers (PEng.), thirteen accountants (including seven CAs and five CMAs or
CGAs) and at least 35 administrative and support personnel.

Each public company in the HDI group, including Amarc, has the
right to appoint one director to HDI's board of directors so that it has access
to all of HDI's financial records, thus assuring transparency of cost
allocations. HDI resources are made available on an as needed basis, at cost.
Therefore, each public company only pays for the services it uses. In addition,
HDI as a representative of the group has contacts in financial markets,
primarily in North America, Europe and Asia.

Amarcs business relationship with HDI consists of utilizing
the services described above. HDI provides these services to Amarc which include
the services of Amarcs President and CEO, pursuant to a standard (within the
group) Geological Management and Administration Services Agreement with Hunter
Dickinson Inc., dated December 31, 1996 (the "Geological Management and
Administration Services Agreement"). Because of cross membership of many of the
boards of directors within the group, certain members of management and the
board of directors of Amarc are also members of the board directors of HDI.

HDI's arrangements are also flexible enough that it is able to
defer collection of monthly service invoices and on occasion, where surplus
funds are available to HDI, make short term advances to members of the group.
Amarc has been, but is not currently indebted to HDI. The Geological Management
and Administration Services Agreement can be terminated by either party on 30
days notice.

Rockwell Diamonds Inc.

Rockwell Diamonds Inc., formerly named Rockwell Ventures Inc.
(Rockwell), is a public company with certain directors in common with the
Company. On January 26, 2007, the Company advanced $5,500,000 to Rockwell
pursuant to a 90-day promissory note. Interest on the promissory note is
calculated at a rate of 20% per annum, compounded quarterly. Interest is payable
in common shares of Rockwell, based upon the ten day average closing price, less
a 10% discount. For the year ended March 31, 2007, interest income of $192,877
was accrued on the promissory note. On April 18, 2007, Rockwell repaid the
principal amount of the loan, together with 497,993 common shares of Rockwell at
a deemed price of $.495, representing payment of interest on the 90-day
promissory note. For the three months period ended June 30, 2007, interest
income of $53,629 was accrued on the promissory note.

On June 21, 2007, the Company sold its 497,993 common shares of
Rockwell for proceeds of $315,499 and recorded a corresponding gain of $68,992
on the sale of the securities.

---

- 55 -

Management / Insiders

During the year ended March 31, 2007, the Company completed a
private placement of 10,490,000 units at $0.50 per unit, consisting of 4,490,000
flow-through units and 6,000,000 non-flow-through units. Each flow-through unit
consisted of one flow-through common share and one non-flow-through warrant and
each non-flow-through unit consisted of one non-flow-through common share and
one warrant. Each warrant entitles the holder to purchase one non-flow-through
common share until January 17, 2009, at a price of $0.55 per share. Directors
and officers of the Company participated in this private placement, acquiring in
aggregate 2,740,000 units. To the date of this Annual Report, informed persons
of the Company participated in the private placement of the units as follows:

Informed Person
      Participation
    Amount
    UnitsRobert Dickinson
    $
      470,000
    940,000Jeffrey Mason
    $
      700,000
    1,400,000Ronald Thiessen
    $
      200,000
    400,000


|C. | Interests of Experts and Counsel
|-- | --------------------------------

Not applicable.

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- 56 -

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

|A. | Consolidated Statements and Other Financial
      Information
|-- | -------------------------------------------------------------

Item 17 of this Form 20-F contains Amarcs audited
consolidated annual financial statements as at and for the years ending March
31, 2007, 2006, and 2005.

Legal Proceedings

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

Dividend Policy

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

|B. | Significant Changes
|-- | -------------------

There have been no significant changes to the accompanying
financial statements since March 31, 2007, except as disclosed in this Annual
Report on Form 20-F.

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- 57 -

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

|A. | Offer and Listing Details
|-- | -------------------------

Trading Markets

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

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

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

|       | TSX Venture Exchange | OTCBB 
|------ | -------------------- | ------
|       |                      |       
|       | High                 | Low   
|Fiscal | (Cdn$)               | (Cdn$)
|2007   | 0.60                 | 0.30  
|2006   | 0.47                 | 0.22  
|2005   | 0.75                 | 0.43  
|2004   | 0.99                 | 0.11  
|2003   | 0.89                 | 0.15  

|         | TSX Venture Exchange | OTCBB 
|-------- | -------------------- | ------
|         |                      |       
|         | High                 | Low   
|Quarter  | (Cdn$)               | (Cdn$)
|Q1, 2008 | 0.70                 | 0.45  
|Q4, 2007 | 0.60                 | 0.41  
|Q3, 2007 | 0.48                 | 0.30  
|Q2, 2007 | 0.39                 | 0.31  
|Q1, 2007 | 0.50                 | 0.35  
|Q4, 2006 | 0.44                 | 0.28  
|Q3, 2006 | 0.40                 | 0.22  
|Q2, 2006 | 0.40                 | 0.27  
|Q1, 2006 | 0.47                 | 0.32  

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- 58 -

|                      | TSX Venture Exchange | OTCBB 
|--------------------- | -------------------- | ------
|                      |                      |       
|                      | High                 | Low   
|Month                 | (Cdn$)               | (Cdn$)
|                      |                      |       
|                      |                      |       
|September 2007 (up to | 0.60                 | 0.53  
|September 24, 2007)   |                      |       
|                      |                      |       
|August 2007           | 0.72                 | 0.51  
|July 2007             | 0.72                 | 0.63  
|June 2007             | 0.68                 | 0.61  
|May 2007              | 0.70                 | 0.57  
|April 2007            | 0.59                 | 0.45  

|B. | Plan of Distribution
|-- | --------------------

Not applicable.

|C. | Markets
|-- | -------

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

|D. | Selling Shareholders
|-- | --------------------

Not applicable.

|E. | Dilution
|-- | --------

Not applicable.

|F. | Expenses of the Issue
|-- | ---------------------

Not applicable.

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- 59 -

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

|A. | Share Capital
|-- | -------------

Not applicable.

|B. | Memorandum and Articles of Association
|-- | --------------------------------------

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

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

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

|C. | Material Contracts
|-- | ------------------

Amarcs material contracts as of September 24, 2007:

|(a) | Geological Management and Administration Services
      Agreement with Hunter Dickinson Inc. (HDI) dated for reference December
      31, 1996. See Item 7B.      
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                     
|(b) | $5,500,000 90-day promissory note agreement with Rockwell
      Diamonds Inc., formerly named Rockwell Ventures Inc., dated January 26,
      2007. See Exhibit 4.3.
|    |                                                                                                                                                                     
|(c) | Mineral property option agreement re acquisition of the
      Bodine property, dated November 14, 2006. See Exhibit 4.4.                                            
|    |                                                                                                                                                                     
|(d) | Tulox property sale agreement, dated May 7, 2007. See
      Exhibit 4.5.                                                                                            
|    |                                                                                                                                                                     
|D.  | Exchange Controls                                                                                                                                                   

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

There is no limitation imposed by the laws of Canada or by the
charter or other constituent documents of Amarc on the right of a non-resident
to hold or vote its common shares, other than as provided in the Investment
Canada Act (Canada) (the Investment Act). The following discussion
summarizes the

---

- 60 -

material features of the Investment Act for a non-resident who
proposes to acquire a controlling number of Amarcs common shares. It is general
only; it is not a substitute for independent advice from an investors own
advisor, and it does not anticipate statutory or regulatory amendments. Amarc
does not believe the Investment Act will have any affect on it or on its
non-Canadian shareholders due to a number of factors including the nature of its
operations and Amarcs relatively small capitalization.

The Investment Act generally prohibits implementation of a
reviewable investment by an individual, government or agency thereof,
corporation, partnership, trust or joint venture (each an entity) that is not
a Canadian as defined in the Investment Act (i.e. a non-Canadian), unless
after review the Minister responsible for the Investment Act is satisfied that
the investment is likely to be of net benefit to Canada. An investment in
Amarcs common shares by a non-Canadian (other than a WTO Investor as that
term is defined in the Investment Act and which term includes entities which are
nationals of or are controlled by nationals of member states of the World Trade
Organization) when Amarc was not controlled by a WTO Investor, would be
reviewable under the Investment Act if it was an investment to acquire control
of Amarc and the value of the assets of Amarc, as determined in accordance with
the regulations promulgated under the Investment Act, was over $5 million, or if
an order for review was made by the federal cabinet on the grounds that the
investment related to Canadas cultural heritage or national identity,
regardless of the value of the assets of Amarc. An investment in the common
shares of Amarc by a WTO Investor, or by a non-Canadian when Amarc was
controlled by a WTO Investor, would be reviewable under the Investment Act if it
was an investment to acquire control of Amarc and the value of the assets of
Amarc, as determined in accordance with the regulations promulgated under the
Investment Act, was not less than a specified amount, which for 2007 is $281
million. A non-Canadian would acquire control of Amarc for the purposes of the
Investment Act if the non-Canadian acquired a majority of the common shares. The
acquisition of less than a majority but one-third or more of the common shares
would be presumed to be an acquisition of control of Amarc unless it could be
established that, on the acquisition, Amarc was not controlled in fact by the
acquirer through the ownership of the common shares.

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

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

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

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- 61 -

|E. | Taxation
|-- | --------

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

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

Dividends

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

Disposition

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

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

---

- 62 -

United States Tax Consequences

United States Federal Income Tax Consequences

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

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

U.S. Holders

As used herein, a "U.S. Holder" means a holder of common shares
of Amarc who is a citizen or individual resident of the United States, a
corporation or partnership created or organized in or under the laws of the
United States or of any political subdivision thereof, an entity created or
organized in or under the laws of the United States or any political subdivision
thereof which has elected to be treated as a corporation for United States
income tax purposes (under Treasury Regulation section 301.7701 -3), an estate
whose income is taxable in the United States irrespective of source or a trust
subject to the primary supervision of a court within the United States and
control of a United States fiduciary as described Section 7701(a)(30) of the
Code. This summary does not address the tax consequences to, and U.S. Holder
does not include, persons subject to specific provisions of federal income tax
law, such as tax-exempt organizations, qualified retirement plans, individual
retirement accounts and other tax-deferred accounts, financial institutions,
insurance companies, real estate investment trusts, regulated investment
companies, broker-dealers, non-resident alien individuals, persons or entities
that have a "functional currency" other than the U.S. dollar, shareholders
subject to the alternative minimum tax, shareholders who hold common shares as
part of a straddle, hedging or conversion transaction, and shareholders who
acquired their common shares through the exercise of employee stock options or
otherwise as compensation for services. This summary is limited to U.S. Holders
who own common shares as capital assets and who own (directly and indirectly,
pursuant to applicable rules of constructive ownership) no more than 5% of the
value of the total outstanding stock of Amarc. This summary does not address the
consequences to a person or entity holding an interest in a shareholder or the
consequences to a person of the ownership, exercise or disposition of any
options, warrants or other rights to acquire common shares. In addition, this
summary does not address special rules applicable to United States persons (as
defined in Section 7701(a)(30) of the Code) holding common shares through a
foreign partnership or to foreign persons holding common shares through a
domestic partnership.

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- 63 -

Distribution on Common Shares of Amarc

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

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

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

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

Foreign Tax Credit

A U.S. Holder who pays (or has withheld from distributions)
Canadian income tax with respect to the ownership of common shares of Amarc may
be entitled, at the option of the U.S. Holder, to either receive a deduction or
a tax credit for such foreign tax paid or withheld. Generally, it will be more
advantageous to claim a credit because a credit reduces United States federal
income taxes on a dollar-for-dollar basis, while a deduction merely reduces the
taxpayer's income subject to tax. This election is made on a year-

---

- 64 -

by-year basis and generally applies to all foreign taxes paid
by (or withheld from) the U.S. Holder during that year. There are significant
and complex limitations which apply to the credit, among which is the general
limitation that the credit cannot exceed the proportionate share of the U.S.
Holder's United States income tax liability that the U.S. Holder's foreign
source income bears to his or its worldwide taxable income. In the determination
of the application of this limitation, the various items of income and deduction
must be classified into foreign and domestic sources. Complex rules govern this
classification process. In addition, this limitation is calculated separately
with respect to two specific classes of income: "passive income, and "general
income". Dividends distributed by Amarc will generally constitute "passive
income" for these purposes. Prior to January 1, 2007, there were nine specific
classes of income rather than the two stated here. The availability of the
foreign tax credit and the application of the limitations on the credit are fact
specific, and U.S. Holders of common shares of Amarc should consult their own
tax advisors regarding their individual circumstances.

Disposition of Common Shares of Amarc

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

Other Considerations

Set forth below are certain material exceptions to the
above-described general rules describing the United States federal income tax
consequences resulting from the holding and disposition of common shares:

Passive Foreign Investment Company

United States income tax law contains rules governing "passive
foreign investment companies" ("PFIC") which can have significant tax effects on
U.S. Holders of foreign corporations. These rules do not apply to non-U.S.
Holders. Section 1297 of the Code defines a PFIC as a corporation that is not
formed in the United States if, for any taxable year, either (i) 75% or more of
its gross income is "passive income," which includes interest, dividends and
certain rents and royalties or (ii) the average percentage, by fair market value
(or, if the corporation is not publicly traded and either is a controlled
foreign corporation or makes an election, by adjusted tax basis), of its assets
that produce or are held for the production of "passive income" is 50% or more.
In the event that Amarc qualifies as a PFIC for the fiscal year ending March 31,
2007, or in future fiscal years, each U.S. Holder of Amarc is urged to consult a
tax advisor with respect to how the PFIC rules affect such U.S. Holder's tax
situation.

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

---

- 65 -

actually or constructively, 10% or more of the total combined
voting power of all classes of stock entitled to vote of such foreign
corporation (See more detailed discussion at "Controlled Foreign Corporation"
below).

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

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

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

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

---

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qualifies as a PFIC. In addition, the QEF election remains in
effect, although not applicable, with respect to an Electing U.S. Holder even
after such U.S. Holder disposes of all of his or its direct and indirect
interest in the shares of Amarc. Therefore, if such U.S. Holder reacquires an
interest in Amarc, that U.S. Holder will be subject to the rules described above
for Electing U.S. Holders for each tax year in which Amarc qualifies as a PFIC.

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

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

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

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

---

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defined, or the IRS consents to revocation of the election.
Because the IRS has not established procedures for making a mark-to-market
election, U.S. Holders should consult their tax advisor regarding the manner of
making such an election. No view is expressed regarding whether common shares of
Amarc are marketable for these purposes or whether the election will be
available.

Under Section 1291(f) of the Code, the IRS has issued Proposed
Treasury Regulations that, subject to certain exceptions, would treat as taxable
certain transfers of PFIC stock by Non-Electing U.S. Holders that are generally
not otherwise taxed, such as gifts, exchanges pursuant to corporate
reorganizations, and transfers at death. Generally, in such cases the basis of
Amarc common shares in the hands of the transferee and the basis of any property
received in the exchange for those common shares would be increased by the
amount of gain recognized. Under the Proposed Treasury Regulations, an Electing
U.S. Holder would not be taxed on certain transfers of PFIC stock, such as
gifts, exchanges pursuant to corporate reorganizations, and transfers at death.
The transferee's basis in this case will depend on the manner of the transfer.
In the case of a transfer by an Electing U.S. Holder upon death, for example,
the transferee's basis is generally equal to the fair market value of the
Electing U.S. Holder's common shares as of the date of death under Section 1014
of the Code. The specific tax effect to the U.S. Holder and the transferee may
vary based on the manner in which the common shares are transferred. Each U.S.
Holder of Amarc is urged to consult a tax advisor with respect to how the PFIC
rules affect his or its tax situation.

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

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

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

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

---

- 68 -

Controlled Foreign Corporation

If more than 50% of the total combined voting power of all
classes of shares entitled to vote or the total value of the shares of Amarc is
owned, actually or constructively, by citizens or residents of the United
States, United States domestic partnerships or corporation, or estates or trusts
other than foreign estates or trusts (as defined by the Code Section
7701(a)(31)), each of which own, actually or constructively, 10% or more of the
total combined voting power of all classes of shares entitled to vote of Amarc
("United States Shareholder"), Amarc could be treated as a controlled foreign
corporation ("CFC") under Subpart F of the Code. This classification would
affect many complex results, one of which is the inclusion of certain income of
a CFC which is subject to current U.S. tax. The United States generally taxes
United States Shareholders of a CFC currently on their pro rata shares of the
Subpart F income of the CFC. Such United States Shareholders are generally
treated as having received a current distribution out of the CFC's Subpart F
income and are also subject to current U.S. tax on their pro rata shares of
increases in the CFC's earnings invested in U.S. property. The foreign tax
credit described above may reduce the U.S. tax on these amounts. In addition,
under Section 1248 of the Code, gain from the sale or exchange of shares by a
U.S. Holder of common shares of Amarc which is or was a United States
Shareholder at any time during the five-year period ending on the date of the
sale or exchange is treated as ordinary income to the extent of earnings and
profits of Amarc attributable to the shares sold or exchanged. If a foreign
corporation is both a PFIC and a CFC, the foreign corporation generally will not
be treated as a PFIC with respect to United States Shareholders of the CFC. This
rule generally will be effective for taxable years of United States Shareholders
beginning after 1997 and for taxable years of foreign corporations ending with
or within such taxable years of United States Shareholders. Special rules apply
to United States Shareholders who are subject to the special taxation rules
under Section 1291 discussed above with respect to a PFIC. Because of the
complexity of Subpart F, a more detailed review of these rules is outside of the
scope of this discussion. Amarc does not believe that it currently qualifies as
a CFC. However, there can be no assurance that Amarc will not be considered a
CFC for the current or any future taxable year.

|F. | Dividends and Paying Agents
|-- | ---------------------------

Not applicable.

|G. | Statement by Experts
|-- | --------------------

Not applicable.

|H. | Documents on Display
|-- | --------------------

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

|I. | Subsidiary Information
|-- | ----------------------

Not applicable.

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|ITEM 11 | QUANTITATIVE AND
      QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|------- | ----------------------------------------------------------------

|(a) | Transaction Risk and Currency Risk
      Management
|--- | ---------------------------------------------------

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

|(b) | Exchange Rate Sensitivity
|--- | -------------------------

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

The Company currently does not engage in foreign currency
hedging.

|(c) | Interest Rate Risk and Equity Price Risk
|--- | ----------------------------------------

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

|(d) | Commodity Price Risk
|--- | --------------------

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

---

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

Not applicable.

---

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PART II

---

- 72 -

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

Not applicable.

---

- 73 -

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

Not applicable.

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

As required by Rule 13a-15 under the Securities Exchange Act
of 1934 (the Exchange Act), the Company carried out an evaluation of the
effectiveness of the design and operation of the Companys disclosure controls
and procedures as of March 31, 2007. This evaluation was carried out under the
supervision and with the participation of the Companys Chief Executive Officer,
Ronald W. Thiessen, and the Companys Chief Financial Officer, Jeffrey R. Mason.
Based upon that evaluation, the Companys Chief Executive Officer and Chief
Financial Officer concluded that the Companys disclosure controls and
procedures are effective to ensure that information required to be disclosed by
Amarc in the reports that it files or submits under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
by the rules and forms of the Securities and Exchange Commission (the SEC).
There have been no changes in the Companys internal controls, or in other
factors that significantly affected or could significantly affect internal
controls, subsequent to the date the Company carried out the evaluation.

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

During the Companys most recently completed fiscal year ended
March 31, 2007, there were no changes in the Companys internal control over
financial reporting that have materially affected, or are reasonably likely to
affect, its internal control over financial reporting.

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

|(1) | Pertain to the maintenance of records that in reasonable
      detail accurately and fairly reflect the transactions and dispositions of
      the assets of the registrant;                                                                                                                                                                                                   
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                
|(2) | Provide reasonable assurance that transactions are
      recorded as necessary to permit preparation of financial statements in
      accordance with generally accepted accounting principles, and that
      receipts and expenditures of the registrant are being made only in
      accordance with authorizations of management and directors of the
      registrant; and
|    |                                                                                                                                                                                                                                                                                                                                                                                
|(3) | Provide reasonable assurance regarding prevention or
      timely detection of unauthorized acquisition, use or disposition of the
      registrants assets that could have a material effect on the financial
      statements.                                                                                                                                              

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

|A. | Audit Committee Financial Expert
|-- | --------------------------------

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

|B. | Code of Ethics
|-- | --------------

The Company has adopted a Code of Ethics that applies to the
Companys chief executive officer, the chief financial officer, and other
members of senior management. The Company's Code of Ethics can be viewed at the
Companys website, www.amarcresources.com.

|C. | Principal Accountant Fees and Services
|-- | --------------------------------------

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

Services:
    Year ended March 31, 2007
    Year ended March 31, 2006Audit Fees (1)Audit-Related Fees
      (2)Tax Fees (3)All Other Fees
      (4)
    $
      14,000
    $
      13,5001,500
    1,450
    $
      15,500
    $
      14,950


Notes:

|(1) | Audit Fees include fees necessary to perform
        the annual audit and quarterly reviews of the Companys consolidated
        financial statements. Audit Fees include fees for review of tax provisions
        and for accounting consultations on matters reflected in the financial
        statements. Audit Fees also include audit or other attest services required
        by legislation or regulation, such as comfort letters, consents, reviews
        of securities filings and statutory audits.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Audit-Related Fees include services that
        are traditionally performed by the auditor. These audit-related services
        include employee benefit audits, due diligence assistance, accounting
        consultations on proposed transactions, internal control reviews and audit
        or attest services not required by legislation or regulation.                                                                                                                                                    
|(3) | "Tax Fees" include fees billed for professional services
        rendered by the principal accountant for tax compliance, tax advice, and
        tax planning. The specific services received included a review of the
        annual corporate tax return for tax compliance, together with a review
        of the tax structure related to the Company's Chinese operations.                                                                                                                                      
|(4) | "All Other Fees" include fees billed for products and
      services provided by the principal accountant, other than the services
      reported in (1), (2) or (3) above.                                                                                                                                                                                                                                                                                                                                           

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

---

- 76 -

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, 2007.

|D. | Exemptions from Listing Standards for Audit
      Committees
|-- | ------------------------------------------------------------

Not applicable.

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

None.

---

- 77 -

PART III

---

- 78 -

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

The following attached financial statements are incorporated
herein:

|(1) | Report of Independent Registered Public Accounting Firm
      on the consolidated balance sheets as at March 31, 2007 and 2006, and the
      consolidated statements of operations, deficit and cash flows for each of
      the years in the three year period ended March 31, 2007;
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                       
|(2) | Consolidated balance sheets as at March 31, 2007, and
      2006;                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                       
|(3) | Consolidated statements of operations for each of the
      years in the three year period ended March 31, 2007;                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                       
|(4) | Consolidated statements of deficit for the periods
      referred to in (3) above;                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                       
|(5) | Consolidated statements of cash flows for the periods
      referred to in (3) above; and                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                       
|(6) | Notes to the consolidated financial
  statements.                                                                                                                                                                                                                                     

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- 79 -

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

Not applicable. See Item 17.

---

- 80 -

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

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

|Exhibit | Description of Exhibit                                                                                                                                                                                                                                                                        
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  |                                                                                                                                                                                                                                                                                               
|1.1     | Notice
      of Articles of Incorporation of Amarc                                                                                                                                                                                                                                            
|4.1     | Geological, Management
      and Administration Services Agreement between Amarc and Hunter Dickinson
      Inc. dated December 31, 1996.                                                                                                                                                     
|4.2     | Amended
      Share Incentive Plan dated September 21, 2004                                                                                                                                                                                                                                   
|4.3     | Promissory Note from
      Rockwell Diamonds Inc., dated January 26, 2007                                                                                                                                                                                                                     
|4.4     | Mineral
      property option agreement re acquisition of the Bodine property, dated November
      14, 2006.                                                                                                                                                                                 
|4.5     | Tulox property sale agreement,
      dated May 7th, 2007                                                                                                                                                                                                                                      
|11.1    | Code
      of Ethics                                                                                                                                                                                                                                                                          
|12.1    | Certification of Chief
      Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted
      pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                     
|12.2    | Certification
      of Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act,
      as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                     
|13.1    | Certification of Chief
      Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18
      U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-
      Oxley Act of 2002                                                                                   
|13.2    | Certification
      of Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act
      and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-
      Oxley Act of 2002                                                                                   
|99.1    | Consolidated
        balance sheets as at March 31, 2007 and 2006; consolidated statements
        of operations and deficit, cash flows and notes thereto for the years
        ended March 31, 2007, 2006, and 2005, together with the Report of Independent
        Public Accounting Firm;

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- 81 -

SIGNATURES

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

AMARC RESOURCES LTD.

|/s/ Jeffrey R.
      Mason                      | 
|----------------------------------------------- | 
|JEFFREY R. MASON                                | 
|Director, Chief Financial Officer and Secretary | 
|                                                | 
|DATED: September 28, 2007                       | 

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