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

FORM 20-F

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

OR

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

For the fiscal year endedMarch 31, 2004 (with other information to July 19, 2004 except where noted)2007

OR

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

OR

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

For the transition period from _______________to _______________ to _______________

CIK # 1175596

Commission file number0-49869

AMARC RESOURCES LTD.

(Exact name of Registrant specified in its charter)

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

BRITISH COLUMBIA, CANADA
(Jurisdiction of incorporation or organization)

Suite 1020, - 800 West Pender Street
Vancouver, 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.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

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Common Shares without Par Value
(Title of Class)shares, no par value

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

NumberIndicate the number of outstanding shares of Amarc's only classeach of the issuer’s classes of capital or common stock as onof the close of the period covered by the annual report:

62,949,473 common shares as of March 31, 2004.
44,173,641 Common Shares Without Par Value2007

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 Registrantregistrant (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934during the preceding 12 months (or for such shorter period that Registrantregistrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
NOT APPLICABLE

[ 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 ¨[   ]

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

IndicateIf this is an annual report, indicate by check mark whether Registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d)registrant is a shell company (as defined in Rule 126-2 of theSecurities Exchange Act of 1934subsequent to the distribution of securities under a plan confirmed by a court.
NOT APPLICABLEAct).

Currency and Exchange Rates

All monetary amounts contained in this Annual Report are, unless otherwise indicated, expressed in Canadian dollars. On July 19, 2004, the Bank of Canada noon rate for Canadian Dollars was US$1.00=Cdn$ 1.3079 (see Item 3 for further historical exchange rate information).Yes [   ]     No [ x ]

T A B L E   O F   C O N T E N T S- 3 -

TABLE OF CONTENTS

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GENERAL

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

The Company uses the meaningsCanadian dollar as its reporting currency. All references in this document to “dollars” or “$” are expressed in Canadian dollars, unless otherwise indicated. See alsoItem 3 – “KeyInformation” for more detailed currency and conversion information.

Except as noted, the information set forth herein: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.

A.                Geological/Exploration TermsGLOSSARY OF TERMS

Certain terms used herein are defined as follows:

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B.                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:

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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 theSecurities Act of 1933 and Section 21E of theSecurities 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 inItem 3D “Risk Factors”,Item 4B “Business Overview”,Item 5“Operating and Financial Review and Prospects” andItem 11 “Quantitative and Qualitative DisclosuresAbout 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 1

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ITEM 1       IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERSNot applicable.

Not applicable.

Not applicable.

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ITEM 2       OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.Applicable.

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ITEM 3       KEY INFORMATION

A.                Selected Financial Data

The following constitutestables summarize selected financial data for Amarc Resources Ltd. ("Amarc" or "the Company")extracted from the Company's audited consolidated financial statements for the last five fiscal years ended March 31, 2007, 2006, 2005, 2004 in Canadian dollars, presentedand 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 ("GAAP"(“Canadian GAAP”). Note 11 to the 2007 annual consolidated financial statements provides descriptions of the material measurement differences between Canadian GAAP and United States GAAP.generally accepted accounting principles (“US GAAP”) as they relate to Amarc and a reconciliation to US GAAP of Amarc’s consolidated financial statements.

No cash or other dividends have ever been declared.The following selected financial data is presented in Canadian dollars.

BALANCE SHEET DATA

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STATEMENT OF OPERATIONS DATA

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Notes:

SeeItem 17 for accompanying consolidated financial statements reconciled to United Statesprepared in accordance with Canadian generally accepted accounting principles for further details.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 table setstables set out the exchange rates, based on noon rates as the noon buying rate, providednominal quotations by the Bank of Canada website,www.bankofcanada.cafor the conversion of Canadian dollarsDollars into United States dollarsU.S. Dollars.

Not applicable.

Not applicable.

An investment in effect at the endCompany'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 periods,risks occur, or if others occur, the Company's business, operating results and financial condition could be seriously harmed and the average exchange rates (based on the averageinvestor may lose all of the exchange rates on the last day of the month in such periods) and the range of high and low exchange rates for such periods.

B.                Capitalization and Indebtedness

Not applicable.his investment.

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C.                ReasonsThe exploration for the Offer and Usedevelopment of Proceeds

Not applicable.

D.                Risk Factors

Amarc's Properties Contain No Known Reserves of Ore and No Ore May be Discovered.mineral deposits involves significant risks.

Amarc is currently focusing onResource exploration in British Columbia, Canada. The Company is assembling a portfolio of key projects through option agreements and ground staking and is carrying out field surveys on high priority targets, focused on finding large-scale gold-copper deposits. The properties are largely early stage prospects, therefore, extensive additional exploration work is required before Amarc can ascertain if any mineralization may be economic. Exploration for minerals is a speculative venture necessarily involving substantialbusiness and involves a high degree of risk. IfThere 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 makes on thesein the exploration of the Company's mineral properties do notwill 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 valuecurrent 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 and acquisition expendituresprograms on the Company's mineral properties. There is no assurance that these exploration activities will be totally lost andresult in the valueestablishment of Amarc stockcommercially exploitable mineral deposits on the Company's mineral properties. Even if commercially exploitable mineral deposits are discovered, the Company will be severely negatively impacted.

Ongoing Funding will be Needed to Continue Exploration.

Amarc's means of generating funds is through the issuance of common shares, and Amarc will need to continue to find investors for its treasury sharesrequire substantial additional financing in order to generate sufficient fundscarry out the full exploration and development of the Company's mineral properties before the Company is able to allow Amarcachieve revenues from sales of mineral resources that the Company is able to conduct further exploration on its exploration properties in British Columbia. If Amarc cannot fund exploration, its share value will be severely negatively impacted. At March 31, 2004 working capital was approximately $13.9 million. In March 2004, Amarc farmed out its Inde propertyextract.

The mining industry in general is intensely competitive andCompany's consolidated financial statements have been prepared assuming the Company will continue on a going concern basis, but there iscan be no assurance that even if commercial quantitiesthe Company will continue as a going concern.

Although at March 31, 2007 the Company had working capital of oreapproximately $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 discovered,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 profitable marketresult of low gold or copper prices in the future.

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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 saleCompany'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 minerals produced by the Company. Factors beyond the control of Amarc will affect the marketability of any substances discovered. Mineral prices have fluctuated widelyenvironment. These laws are continually changing and, in recent years. Government regulations relating to price, royalties, allowable production and importing and exporting of minerals can adversely affect Amarc.general, are becoming more restrictive. There can be no certainty that Amarcthe 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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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 projects. Environmental concerns aboutjoint 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 general continue to be a significant challenge for Amarc, as they are for all mining companies.of its phases. The Company competes with manynumerous other companies possessing farand individuals, including competitors with greater financial, technical and other resources, in the search for and technical facilities than itself for the acquisition of attractive mineral concessions, claims, leasesproperties. 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 otheracquire suitable producing properties or prospects for mineral interests as well as for the recruitment and retention of qualified employees.

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Environmental Risks.

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

Amarc Has No History of Earnings and No Foreseeable Earnings.

Amarc has a long history of losses and there can beexploration. There is no assurance that Amarcthe Company will evercontinue to be profitable. Amarc has paid no dividends onable to compete successfully with its shares since incorporation and does not anticipate payingcompetitors in the foreseeable future.acquiring such properties or prospects.

Going Concern Assumption.

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

Amarc's Share Price is Volatile.volatile.

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

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the market price of the common shares on the TSX Venture Exchange andstock exchanges on which the OTCBB suggestsCompany trade, suggest the Company's shares will continue to be volatile.

Significant Potential Equity DilutionAmarc’s directors and End of Lock-ups.

A summary of the Company's diluted share capital isofficers are part-time and serve as follows:

At July 19, 2004 there were 2,170,500 options and 20,645,416 warrants of the Company in-the-money. These options and warrants, along with an additional 2,000,000 warrants out-of-the-money, 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, nil shares of the Company remain subject to any hold period restrictions in Canada or the United States as of July 19, 2004. The resale of outstanding shares from the exercise of dilutive securities would have a depressing effect on the market for the Company's shares. Dilutive securities represent approximately 55% of the Company's currently issued and outstanding common shares.

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

All of the directors and officers of other companies.

Some of the Company serve asCompany's directors and officers and/or directors of other resource exploration companies and are engaged, in and will continue to be engaged, in the search for additional resourcebusiness opportunities on their own behalf and on behalf of other companies, and situations may arise where these directors and officers will be in direct competition with the Company. Such potential conflicts,us. Conflicts, if any, will be dealt with in accordance with the relevant provisions of theBusiness Corporations Act(British Columbia corporate and common law.Columbia). In order to avoid the possible conflict of interest which may arise between the directors'directors’ duties to the CompanyAmarc and their duties to the other companies on whose boards they serve, the Company's directors and officers of the Company expecthave agreed that participation in exploration prospectsother business ventures offered to the directorsthem will be allocated between the various companies that they serve on the basis of prudent business judgementjudgment, 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 successfurther development and exploration of the

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various mineral properties in which the Company and its ability to continue to carry on operationshold interests is dependent upon itsthe Company's ability to retain the services of certain key employees and members of its board of directors.obtain financing through debt financing, equity financing or other means.

Likely PFIC Status Has Possible Adverse Tax ConsequencesIf 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 US Investors.U.S. investors.

Potential investors who are USU.S. taxpayers should be aware that the Company expects to be a passive foreign investment company ("PFIC"(“PFIC”) for the current fiscal year, and may also have been a PFIC in prior years and may also be a PFIC in subsequentfuture years. If the Company is a PFIC for any year during a US taxpayer'sU.S. taxpayer’s holding period, then such USU.S. taxpayer, generally, will be required to treat any so-called "excess distribution"“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"(“QEF”) election or a mark-to-market election with respect to the shares of the Company.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 USU.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 itsthe Company's shareholders. A USU.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'staxpayer’s tax basis therein. U.S. taxpayers are advised to seek advice from their professional tax advisors.

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SharesThe 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 CompanyCompany. 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 be Affected Adversely by have a depressing effect on the market for the Company's shares.

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

The Company'spenny stock may be subjectrules require a broker-dealer, prior to US "Penny Stock" rules, which may make the stock more difficult to trade on the open market. The Company's common shares have traded on the TSX Venture Exchange since August 1995 and on the OTCBB since June 2004. For further details on the market performance of the Company's common stock, see "Item 5 Nature of Trading Market." Although the Company's common stock trades on the TSX Venture Exchange ("TSX Venture") and the OTCBB, the Company's stock may be subject to US "penny stock" rules. A "penny stock" is defined by regulations of the US Securities and Exchange Commission ("SEC") as an equity security with a market price of less than $5.00 per share. However, an equity security with a market price under $5.00 will not be consideredtransaction in a penny stock if it fits within anynot 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 following exceptions:

If an investor buysbroker-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 sellsin 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 SEC regulations require thatnot otherwise exempt from such rules; the investor receive, prior to the transaction, a disclosure explaining the penny stock market and associated risks. Furthermore, trading in the Company's common stock is currently subject to Rule 15g-9 of the Exchange Act, which relates to non-NASDAQ and non-exchange listed securities. Under this rule, broker/dealers who recommend the Company's securities to persons other than established customers and accredited investorsbroker-dealer must make a special written suitability determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to a transaction prior to sale. Securities are exempt from this rule if theirthe transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market price is at least $5.00 per share.

Penny stock regulations will tend to reduce market liquidity offor the Company's common stock, because they limitshares in the broker/dealers' ability to trade,United States and a purchaser's abilityshareholders may find it more difficult to sell the stock in the secondary market. The low price of the Company's common stock has a negative effect on the amount andtheir shares.

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percentage of transaction costs paid by individual shareholders. The low price of the Company's common stock also limits the Company's ability to raise additional capital by issuing additional shares. There are several reasons for these effects. First, the internal policies of certain institutional investors prohibit the purchase of low-priced stocks. Second, many brokerage houses do not permit low-priced stocks to be used as collateral for margin accounts or to be purchased on margin. Third, some brokerage house policies and practices tend to discourage individual brokers from dealing in low-priced stocks. Finally, broker's commissions on low-priced stocks usually represent a higher percentage of the stock price than commissions on higher priced stocks. As a result, the Company's shareholders pay transaction costs that are a higher percentage of their total share value than if the Company's share price were substantially higher.

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

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ITEM 4.	ITEM 4       INFORMATION ON THE COMPANY SUMMARY A.                History and Development of the Company 1.      The legal name of the company, which is the subject of this Form 20-F, is "Amarc Resources Ltd." (herein "Amarc" or the "Company"). 2.      Amarc was incorporated in British Columbia, Canada on February 2, 1993 under the laws of the Province of British Columbia, Canada as "Patriot Resources Ltd." and changed its name on January 26, 1994 to "Amarc Resources Ltd." 3.      Amarc became a public or "reporting issuer" in the Province of British Columbia on May 30, 1995, upon acceptance of its initial prospectus offering by the British Columbia Securities Commission. The common shares of Amarc were listed (symbol – AHR) on the Vancouver Stock Exchange (VSE) on August 4, 1995 and continue to trade on the TSX Venture Exchange ("TSX Venture"), formerly the Canadian Venture Exchange, the successor stock exchange to the VSE. Amarc commenced trading on the OTCBB in the United States in June 2004 under the symbol AXREF. Amarc continues to subsist under the laws of the Province of British Columbia, Canada. Amarc's business office is located at Suite 1020 – 800 West Pender Street, Vancouver, British Columbia V6C 2V6, telephone (604) 684-6365. Amarc's registered legal office is located c/o its Canadian attorneys, Lang Michener, at Suite 1500, 1055 West Georgia Street, Vancouver, B.C. V6E 4N7, telephone (604) 689-9111. 4.      From 1993 to 2002 Amarc explored a series of resource prospects without success. Amarc held a 100% interest in several properties located in Yukon, Canada, but allowed its interest in these claims to lapse in fiscal 1999. Amarc holds interests in other claims in the Yukon and in Manitoba but wrote them down in 1998 to nominal values. Amarc also conducted exploration on the optioned "Amatepec" property in Mexico from late 1996 to 1998, but relinquished its option on the property and wrote down the related exploration costs in the 1999 fiscal year. 5.      In November 2001, Amarc obtained options on two properties – the Inde Prospect in Durango, Mexico and the Fox River Prospect in Manitoba, Canada. The option on Fox River was beneficially held by Amarc, indirectly through an affiliated resource investment limited partnership (see Item 4D(2)) but the option was terminated in January 2003. During the third fiscal quarter of 2004, Amarc optioned the Inde Project to Minera Bugambilias SA de CV. 6.      Amarc is currently focused on exploration in British Columbia, Canada. The Company is assembling a portfolio of key projects and carrying out field surveys on high priority targets, focusing on finding a major mineral deposit discovery. 7.      The Company's principal capital expenditures (there have been no material divestitures) over the three fiscal years ended March 31, 2004 are as follows: A. HISTORY AND DEVELOPMENT OF THE COMPANY - - 13 -   Amounts deferred    Amounts expensed  Fiscal  BC        BC      year  properties  Inde  Fox River    properties  Inde  Fox River  2004  $73,929  Nil  Nil    $ 435,384  $24,206  $662  2003  Nil  Nil  Nil    Nil  1,313,618  391,712  2002  Nil  Nil  Nil    Nil  1,009,592  2,718,814  B.                Business Overview 1.                Amarc's Business Strategy and Principal ActivitiesIncorporation Amarc Resources Ltd. was incorporated on February 2, 1993, pursuant to theCompany Act (British Columbia Canada) (the "Company"“BCCA”), as “Patriot Resources Ltd.” and changed its name on January 26, 1994 to “Amarc Resources Ltd.” The BCCA was replaced by theBusiness 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 theBodine, Megamine, Megamine South,Polymet, Polymet Eastand Polymet South claims. - 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 theCalex, Grand, Grandnorth andPetite. The Company is performing exploration during the 2007 field season in order to define drill targets. Tulox Property, British Columbia, Canada TheTulox 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 theBuck 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. - 23 - RAD Property, British Columbia, Canada In January 2004, the Company entered into an agreement to acquire a 100% interest in theRAD 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 theNechako 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. - 24 - The Witch Properties, British Columbia, Canada In September 2004, the Company acquired a 100% interest in theWitch 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 theChona,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 (theChica, additional Chona,Tchent,Wolf andXander 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. - 25 - 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 theAA,MEZ,TRI A,Copper 152 andCopper 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 kilometerSEDEX 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 theAna Property in the Yukon Territory, Canada, and a 2.5% net profits interest in a mineral lease comprising theMann 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 is assemblinghas assembled a portfolio of key projects through option agreements and ground staking and is carrying out field surveyspreliminary exploration programs on high priority targets, focused on finding a major mineral deposit discovery. Amarc is under common management with eight other publicly traded resource issuers managed by Hunter Dickinson Inc. (see Item 7), which supplies technical and administrative staff who implement the Board's strategic decisions. Amarc itself has no employees. As Amarc is an exploration stage company, there is no assurance thatobjective of ascertaining whether any of the properties possess commercially viable mineral deposits exist on its optioned properties ordeposits. British Columbia Mineral Tenure On January 12, 2005, the Province of British Columbia adopted a new on-line mineral tenure system that commercially viableincludes mineral depositstenure 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 found. Further,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. - 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 engineering studies will havegeophysical 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 beprevent 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 before an evaluation could be undertakensince the beginning of fiscal 2007 include the following: Name of Mineral Property Description of Exploration Activity Tulox 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. - 27 - Plan of Operations for Fiscal 2008 Amarc plans to assesscomplete the economic and legal feasibilityfollowing 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. 1,500,000 Pinchi Gold Properties The Company plans to perform geological, geochemical and geophysical surveys on the Properties during the 2007 season to delineate targets for drilling. 600,000 BC Initiative and Acquisitions Program Research, planning, data compilation and business support, including the review, inspection and acquisition of key properties. 200,000 Total 2,300,000 Details of any mineral deposits thatthe planned exploration programs are found.included inItem 4.E of this Annual Report. The Inde Prospect liesAmarc anticipates spending approximately $2,300,000 in an historic gold mining area in Mexico. Amarc has acquired an option to purchase a 100% interest in the Inde Prospect through an assignment (at cost) from Hunter Dickinson Group Inc. ("HDGI"), a non-arm's length party (see Item 7B). In fiscal 2004, Amarc optioned the Inde Property to Minera Bugambilias SA de CV (see Item 4D). Amarc does not have any operating revenue although historically it has had annual interest revenue as a consequence of investing surplus exploration funds pending the completion of its planned exploration programs during fiscal 2008. Amarc plans to use its existing cash and working capital to fund these exploration programs. Amarc's business cannot really be saidThe Company completed a significant private placement financing during 2007 that enabled the Company to be seasonalacquire interests in nature, although exploration activity in cold climate locales like northernits British Columbia is naturally greater in the summer when the terrain is not covered by snow. Somemineral properties and to proceed with exploration activities (involving heavy equipment or those requiring exposureon these properties. The Company had cash and cash equivalents of rock or soil) can only be conducted in the months between the end$2.9 million and working capital of spring run-off$8.7 million as at March 31, 2007 and the returncash 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 snow packCompany’s properties are located in British Columbia. For further information about the fall. Amarc may schedule drill programs forCompany’s mineral projects, see “Further Particulars of Amarc’s Properties” below. None of the winter to take advantage of lower access costs because ground transportation may be available over frozen roads (across lakesprojects have any material tangible fixed assets located thereon although there are still miscellaneous exploration equipment and rivers). Metals prices have traditionally seen multi-year cycles of higher and lower prices, which can adversely impacts the availability of exploration funds. C.                Organizational Structure Amarc operates directly through the following subsidiaries: a)      Compania Minera Amarc SA de CV ("Minera Amarc"), b)      Amarc Exploraciones Mineras SA de CV ("Amarc Exploraciones"), which holds Amarc's rights to the Inde Project. D.                Property, Plant and Equipment There is neither a plant nor other equipment on Amarc's properties. The following outlines further particulars of Amarc's propertiesmotor vehicles held in Mexico. - 1428 - E. Further Particulars of Amarc’s Properties (1) British Columbia Properties, Canada Summary In fiscal 2004, the Company refocused its efforts toward making major new mineral deposit discoveries in British Columbia. To do so, a portfolio of key projects is being assembled and field surveys have been initiated on high priority targets. Amarc entered into agreements to acquire 100% interests in the Sitka, Bob, JMD, Buck and RAD properties in early 2004. The Sitka property is located in southwestern BC and the Bob, JMD, Buck and RAD properties in the central partlocations of the province. 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 Company completed the acquisitionsSitlika properties comprise approximately 1,100 square kilometers and are made up of the Bob, JMDBodine, Megamine, Megamine South,Polymet, Polymet East and Sitka properties in July 2004, and is assessing plans to co-venture allPolymet Southgroups of these properties. Subsequent to the year-end in July 2004, Amarc entered into an option agreement whereby GMD Resources Ltd. can earn a 50% interest in the Buck claims. In May 2004, Amarc entered into an option agreement with the Iskut North Syndicate to acquire a 100% interest in the GBR (previously known as Wolverine) property. The property is located on the Golden Bear Road about 40 kilometers northwest of Telegraph Creek, in northern British Columbia. Amarc has initiated an exploration program at GBR. The Company entered into an option agreement with two arm's-length parties to acquire a 100% interest in the Spius porphyry gold-copper-molybdenum property in July 2004. The property is located near the town of Merritt in the Nicola region of south-central British Columbia. Amarc is planning exploration for the Spius property in 2004. Amarc has also staked additional properties, targeting these areas from geological compilation work. The Jim, Hook, Orr, Crystal and Sky properties, totaling 13,000 hectares, were staked to cover areas of anomalous geophysical signatures. The geological setting of each of the properties is comprised of Mesozoic Nicola Group volcanic and sedimentary rocks in the vicinity of Triassic and Jurassic intrusive plugs and stocks. This geological setting and induced polarization (IP) geophysical anomalies are prospective for gold-copper porphyry deposits. Preliminary exploration programs, including mapping, prospecting, soil and rock sampling and ground IP and magnetometer surveys were done on each of the properties. Results are pending. GBR Property Property Agreements Amarc Resources Ltd. has an option to purchase a 100% interest (subject to a 2% N.S.R) in the four-post Wolverine 1 & 2 mineral claims (40 claim units) by way of anagreement with the property vendor, Iskut North Syndicate, by making cash payments totaling $225,000 and issuing 420,000 shares over 4 years. The Company staked the GBR 1 to GBR 11 claims (216 units), which are held in the name of Amarc but form a part of the option agreement. 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 71,212 Megamine 544619-544673 18,582 Megamine South 544644-544675 6,002 Polymet 542761-542770, 546654-545666, 546096,-546098 10,966 Polymet East 545758-545766 3,387 Polymet South 545679, 545681, 545683, 545685, 545687, 545689 2,121 Location and Access The GBRSitlika 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 37 km northwest55 kilometers from this property. See Figure 2 (above) for a map showing the location of Telegraph Creekthe 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 north-central British Columbia. Conventional accessthis area are equivalent in age to the propertyrocks 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 by waythe 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 gravel Golden Bear Mine access roadSitlika 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 communityformation of Dease Lake, located on the Stewart-Cassiar Highway. Permission to use the road was once granted from the Golden Bear mine but since it closed, the Tahltan First Nation Band, based out of Telegraph Creek, control access. As the mine is now decommissioned there is no assurance that the road will be publicly maintained. Property Description The property consists of 13 contiguous mineral claims, covering an area of 6,400 ha, located along the Golden Bear Mine access road. - - 1531 - Table 1. Mineral Title Information – GBR Property CLAIM NAME  UNITS  RECORD NO.  RECORD DATE  EXPIRY DATE  Wolverine 1  20  392717  2002/04/13  2005/03/31  Wolverine 2  20  392718  2002/04/13  2005/03/31  GBR 1  20  408899  2004/03/11  2005/03/11  GBR 2  20  408900  2004/03/11  2005/03/11  GBR 3  20  408901  2004/03/11  2005/03/11  GBR 4  20  408902  2004/03/11  2005/03/11  GBR 5  20  408903  2004/03/12  2005/03/12  GBR 6  20  408904  2004/03/12  2005/03/12  GBR 7  20  408905  2004/03/10  2005/03/10  GBR 8  20  408906  2004/03/10  2005/03/10  GBR 9  16  408907  2004/03/13  2005/03/13  GBR 10  20  408908  2004/03/10  2005/03/10  GBR 11  20  408909  2004/03/12  2005/03/12  Total  256        Exploration Historycopper and Geology The area was first explored by Sumitomo Metal Mining Canada Ltd. in 1971 and 1972 and later by North American Metals and Chevron Minerals in 1990 and 1991. In 2002, the Iskut North Syndicate located the Wolverine mineral claims but did not conduct any exploration. Historically, work on the property by previous operators focused on two of three fault trends where gold-copper mineralization occurs in small lenses of gold-bearing pyrite and chalcopyritezinc rich volcanic hosted massive sulphide deposits, within fault gouge associated with marginal phases of a diorite stock. Sampling of these structures returnedan iron oxide horizon which runs for up to 154 g/t Au along an 8-m interval measuring 0.4 m thick. Previous exploration activities on20 kilometers. Preliminary property work by Amarc geologists confirmed the GBR property has also identified large copper and gold soil geochemical anomalies (4,700 m long by 590-2,100 m wide) associated with the marginsoccurrence of a large (15 km x 20 km) regional airborne magnetic high and an Upper Triassic dioritic intrusive contact with Upper Triassic Stuhini volcanics in an area of poor outcrop exposure. The copper-gold soil anomalies, which were identified during the course of a large, reconnaissance style soil sampling program with samples taken every 300 m on lines spaced 200 m apart, were largely ignored and have never been systematically followed up. Limited prospecting and geological mapping associated with the gold exploration work did note finely disseminated pyrite in thefelsic fragmental volcanic rocks and pyrite, chalcopyrite, pyrrhotite or magnetite in intrusive rocks occurring over areas of least 1,000 m wide by 2,500 m long. The airborne magnetic survey also outlined a number of satellitic magnetic features that maybrecciated 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 other similar sized sulphide systems.2007 (Fiscal 2008) The primary exploration target onCompany is performing a significant program at Sitlika during the GBR property is an alkalic copper–gold porphyry deposit with associated precious metal shear/vein systems. Exploration in 2004 A two-phase program has been recommended for the property (see BC Initiative budget at the endsummer of this section). The Phase 1 ($685,000) began in June and is ongoing in August 2004. Work2007 that includes geological mapping, approximately 200 line kilometers of geochemical grids and 100 line kilometers of ground (induced polarization and magnetometer) geophysical surveys. Second phase work is success contingent, and would comprise an additional 25 line-km of geochemical and geophysicalsilt sampling, soil sampling, magnetometer surveys and 2,500 minduced polarization surveys to delineate targets for drilling. The cost of diamond drilling ($615,000)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 theCalex, Grand, Grandnorth andPetite. - 16 - Spius Creek Property Property Agreements Amarc Resources Ltd. has an option to acquire a 100% interest (subject to a 2% Net Smelter Return) in the four-post Spius 1 & 2 mineral claims (40 claim units) by making cash payments totaling $35,000 and issuing 80,000 shares over 3 years. Name Claim Numbers Size (ha) Calex 548530, 548531, 548539-548541 1,540 Grand 548040-548050, 548052-548069, 548071-548076, 548078-548089, 548091-548104, 548166-548172, 548174, 548176, 548178-548189, 548528, 548529, 548548-548550, 548778, 548780 39,566 Grandnorth 548564-548576, 548578-548579, 548581-548586, 548588-548596 11,684 Petit 548190, 548191 913 Location and Access The Spius CreekPinchi Gold property is located in the Omineca-Fort St. James area, approximately 13 km northeast100 kilometers northwest of Boston Bar in southernFort St. James, British Columbia. The property is well situated withinwith respect to the CNR-BC Rail line and is traversed by a mainline industrial road and a network of forest service roads, and can be accessedforestry roads. Provincial grid power is located approximately 70 kilometers from either Merritt or Boston Bar.the property. Easier access is via the community of Merritt traveling south on the paved Coldwater Road for approximately 17 km to the Patchett paved road and turning northwest for 10 km to the Spius Creek forest service road. The Spius Creek forest service road proceeds southwestwardly for approximately 23 km, then a rough road near the headwaters of Spius Creek is takenSee Figure 2 (above) for a further 5 km tomap showing the property. Alternatively, exits offlocation of the Coquihalla Highway south of Merritt can also be taken to provide quicker access to the Coldwater - Patchett road system or the Murray Lake Forest Service Road to Spius Creek. Property Description The property consists of two contiguous mineral claims covering an area of 1,000 ha. Table 2. Mineral Title Information – Spius Creek Property CLAIM NAME  UNITS  RECORD NO.  RECORD DATE  EXPIRY DATE  Spius 1  20  410172  2004/05/02  2006/05/02  Spius 2  20  410173  2004/05/02  2006/05/02  Total  40        Exploration History The area covered by the current property was first explored by Orequest Exploration Ltd. in 1968 and later by Arrow-Inter America Corporation in 1970, Brascan Resources Ltd. between 1971 and 1975 and Canadian Occidental Petroleum in 1976. This previous work on the property outlined a large (500 m x 700 m) partially open-ended greater than 500 ppm copper in soil anomaly located on the flanks of two large (500m x 1200 m) greater than 20 milliseconds (ms) IP chargeability anomalies. Previous work, including unrecorded drilling and trenching, appears to have focused on the molybdenum potential and IP chargeability highs. The last report in 1976 confirms the high copper in soil anomaly and concludes that relatively little work has been completed in the area overlying the main copper anomaly which is in an area of poor exposure. No recorded work has occurred on the property since the 1976 report. Based on the regional geology and observations by previous workers, the primary target on the Spius Creek property is a porphyry copper, molybdenum, gold deposit.Pinchi Gold Property. Geology The Spius Creek property occurs in the Intermontane Belt of the Quesnel Terrane, just east of the property occurs within the Coast Belt. The Coast Mountains and Cascade Ranges are composed primarily of Late Jurassic to early Tertiary granitic rocks which form a 100 to 200 km wide belt extending approximately 1,700 km to the north from the Canada/US border. The Quesnel Terrane is dominated by the Upper Triassic Nicola Group volcanics and sediments that are, in part, co-magmatic (derived from the same magma) with Late Triassic-Early Jurassic intrusions. Lower and Middle Jurassic Ashcroft Formation sedimentary rocks unconformably overlie the Nicola Group. The sequence is intruded by Triassic and Early Jurassic plutons, the most prominent is the Guichon Creek Batholith, which hosts the Highland Valley area porphyry copper-molybdenum deposits. Cretaceous - 17 - andesitic volcanic and sedimentary rocks of the Spences Bridge Group, and Tertiary volcanic rocks of the Kamloops and Princeton Groups unconformably overlie older units. The major structural features in the region are steeply dipping normal faults. The faults have two dominant trends, one at 140-150 degrees azimuth and the other due north-south. The prominent north-south trending Spius Creek fault extends to the north for over 40 km to the Highland Valley copper mine and beyond. Occurrences of chalcopyrite, pyrrhotite and bornite (copper and iron sulphides); azurite (copper carbonate); and chalcocite (copper sulphide); as well as molybdenite (molybdenum sulphide) have been observed locally. Exploration in 2004 The gold-copper porphyry target on the Spius Creek property is defined by an extensive (500 m by 600 m) open-ended copper-in-soil anomaly with associated molybdenum values that is situated nearby two large (500 m by 1,200 m) induced polarization chargeability anomalies. Drilling has been done on the property in the past, but it was very limited in scope and did not test the prospective copper-in-soil anomaly. Amarc plans to commence exploration at the property in the summer of 2004. The proposed $48,000 program consists of geological mapping and prospecting, and soil and rock sampling (see BC Initiative Budget at the end of this section). Sitka Property Location and Access The Sitka Gold property, comprising 54 units and an area of 1350 ha, is located in southwestern British Columbia 40 km northeast of Port Hardy. Access to the claims is by helicopter, fixed wing aircraft or boat. Terrain is moderate to steep. Property Description The property is held 100% by Amarc Resources Ltd. Table 3. Mineral Holdings – SitkaProperty CLAIMNAME  RECORDNUMBER GOODTODATE UNITS SIZE(HECTARES)  EMMA 1  396316  2005.01.16  1  25  THOMAS 1  396317  2005.01.16  1  25  DAVID 1  396318  2005.01.16  1  25  SITKA 3  399407  2005.01.16  15  375  SITKA 4  399408  2005.01.16  20  500  SITKA 5  399409  2005.01.16  16  400  Exploration History The first recorded mineral exploration within the claim area took place in 1945, when the quartz vein was hand trenched. In 1979, the gold prospect was re-staked and subsequently optioned to Cominco in 1980. After re-sampling the old trenches and running magnetic and VLF-EM surveys over a very restricted area, Cominco drilled 7 short BQ diamond drill holes to test the vein structure along strike and at depth. While the vein hosting structure and some gold mineralization was encountered, Cominco subsequently abandoned the property. In 1987, the prospect was re-staked and acquired by American Bullion Minerals Ltd. Under the direction of United Mineral Services Ltd., a much larger area was covered by more detailed magnetometer and VLF-EM (very low frequency electromagnetic) surveys. These combined surveys identified a 1.7 km - 18 - long conductor lying within a linear magnetic depression coincident with the sedimentary units within the volcanic assemblage. The conductor is interpreted to be the trace of the fault which hosts the auriferous quartz veins, from which samples have returned assays grading up to 39.4 g/t across 1.45 m. American Bullion filed 10 years of assessment work credits on the property but completed no further work. The property was allowed to lapse in 1998. The property was re-staked in 2002 by an arm's length vendor and sold to Amarc in 2004. Amarc has not yet completed any exploration work on the property. Geology A shear zone within a roof pendant of volcanic greenstones and subordinate sediments hosts gold bearing quartz veins. Bob and JMD Properties Location and Access The Bob and adjacent JMD properties are located 75 km due east of the town of Quesnel, within the Caribou Mining District of central British Columbia. Access to the Bob and JMD properties is excellent, with the all season, paved Nazco road that extends west from Highway 97 at Quesnel to within 3 km of the claims. Here, a series of logging roads provide additional access to most portions of the property. Much of the area has been clear cut due to mountain pine beetle infestation; the remaining ground is covered by pine-spruce and alder forests over low rolling hills. Outcrop forms less than 10% of the property. Property Description The Bob Claim Group is comprised of 12 claims totaling 48 units (1,200 ha), and the adjacent JMD Claim Group is comprised of 4 claims totaling 4 units (100 ha). Amarc can acquire 100% interest in the properties by issuing 200,000 shares of the Company to an arm's length vendor. The first payment of 150,000 shares has been made. An additional 50,000 shares will be held in escrow until Amarc has reached a third party joint venture agreement or has completed a total of $250,000 in exploration expenditures on the property. Exploration History and Geology There was no recorded mineral exploration in the vicinity of the properties prior to 1983. During the spring and summer of 1983, Lac Minerals Ltd. completed a regional reconnaissance soil geochemical survey in the area, which resulted in the discovery of anomalous Au-As values on the Bob Property. Lac subsequently acquired 4 claims totaling 80 units later that summer and between 1983 and 1986, completed exploration programs on the property that included line-cutting, soil geochemical surveys, reconnaissance mapping and sampling, trenching, road construction, induced polarization geophysical surveys, and at least 39 core drill holes, totaling 4,284 meters. Additional drilling was completed in 1987, but no records of this work have been located. On the Bob Property, Lac's work initially defined a strong, coincident gold-arsenic soil geochemical anomaly, measuring some 1,500 m by 1,000 m in size. The anomaly occurred within an area of Cretaceous age sedimentary rocks, locally dominated by conglomerates that exhibited styles of alteration and mineralization suggestive of a large low sulphidation epithermal system. Drill holes targeted the main soil geochemical anomaly, further refined the distribution of mineralization within the sedimentary sequence, and defined three prospective horizons. They are, progressing down stratigraphy; an upper zone of anomalous mineralization associated exclusively with the chert pebble conglomerate; a middle zone of anomalous mineralization associated with a major contact between the overlying conglomerate, and underlying sequence of interbedded siltstones, sandstones and argillite; and a lower zone of mineralization hosted exclusively within the siltstone dominant formation. Drilling to date has identified the anomalous horizons over an area measuring 1,000 m by 500 m, which appears to be open in at least two dimensions. - 19 - Mineralization is comprised of extensive hematite-limonite (iron oxides, after pyrite) throughout the conglomerate and siltstone units, yielding to pyrite below a relatively deep oxidation profile at approximately 100 m vertical. Also associated with the pyrite are lesser arsenopyrite (arsenic sulphide), galena (lead sulphide), and stibnite (Sb sulphide). In addition to anomalous gold values, to as high as 611 ppb Au over 64.1 m, there are very broad zones of strong As-Hg-Sb enrichment both associated with and haloing the gold bearing sequences. Despite a relatively aggressive drill campaign by Lac, no concerted effort was directed towards identifying a structural control/conduit to the apparently stratigraphically controlled epithermal mineralization defined on the property. Identification of that controlling structure is a primary exploration target on the Bob Claim Group, and also represents a potentially significant regional scale control to mineralization. On the adjacent JMD property, no previous exploration work prior to 2003. The area was selected, and subsequent reconnaissance mapping and sampling identified zones of strong argillic (clay) alteration with local silicification (alteration where silica minerals are introduced) in Skeena Group conglomerates. The altered conglomerates, with associated strong iron-oxide staining, were traced in sub-crop and float over a distance of 700 m. No anomalous gold values were returned from samples collected in the area, but one sample did carry strongly anomalous Hg (1,950 ppb) and As (176.7 ppm) values. Amarc has completed no exploration work on either of the Bob or JMD properties. The geological setting and known mineralization indicate the potential for a low sulphidation epithermal gold deposit. RAD Property Location and Access The RAD property is located south of Tatla Lake in southwestern British Columbia. A network of logging roads affords conventional access to the property. Property Description The property consists of 4 contiguous mineral claims covering an area of 2,000 ha. Amarc Resources Ltd. acquired a 100% interest in the RAD property from United Mineral Services. Exploration History United Mineral Services located the initial mineral claims covering the RAD property in 2003. Exploration conducted by United Mineral Services on the property during the fall of 2003 included line cutting and Induced Polarization geophysical surveys. Exploration activities to date have identified a bornite breccia of unknown extent and an area of IP geophysical responses. In particular, the resistivity values obtained from the 2003 geophysical survey on the RAD grids indicate potential for mineralization associated with a gold-copper porphyry system. Amarc has not yet conducted exploration on the RAD property. Geology Bedrock exposures are sparse throughout this area of extensive glacial drift and Tertiary basalt cover and are mainly confined to logging and ranching road cuts. The region is underlain by a series of Jurassic rocks comprised of tuff and volcanic breccia; and conglomerate and shale. In the immediate vicinity of the claim area Upper Cretaceous Kinsvale Group rocks, specifically andesitic and basaltic breccia and tuff are present. Buck Property Location and Access The Buck property is located south of Houston in west-central British Columbia. A network of logging roads affords conventional access. - 20 - Property Description The property consists of 10 contiguous mineral claims, covering an area of 4,750 ha. Amarc acquired a 100% interest in the Buck property from United Mineral Services. Exploration History United Mineral Services located the initial mineral claims covering the Buck property in 2003, and conducted included extensive IP geophysical surveys, geochemical surveys and a limited mapping program on the property during the summer and fall of 2003. Two areas of strong IP geophysical responses were identified. In particular, the IP chargeability values obtained from the North and South grids indicate good potential for mineralization associated with subvolcanic copper-gold-silver systems or transitional, intrusion-related (polymetallic) stockwork and vein systems. Geology Bedrock exposures are sparse throughout this overburden-covered area and are mainly confined to logging road cuts. The property is underlain by a thick sequence of Early to Middle Jurassic Hazelton Group rocks; Cretaceous agedPaleozoic limestones, sedimentary pyroclasticrocks 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 Skeena Group; and the Early Tertiary Francois Lake Group Buck Creek Formation. Upper Cretaceous and Eocene granitic bodies are known to intrude the Hazelton Group volcanic rocks in the area and are associated with gold, silver and base metal mineralization at the Bob Creek property and at the Equity Silver Mine, a past producer located in the vicinity of the Buck property. Recent Developments In July 2004, Amarc entered into an option agreement whereby GMD Resources Ltd. ("GMD") can earn a 50% interest in the Buck claims. To earn its interest, GMD must issue 100,000 units comprised of 100,000 common shares of GMD at a deemed price of $0.05 per share and 100,000 two-year share purchase warrants, exercisable at $0.10 per share in the first year and $0.15 per share in the second year. GMD must also incur exploration expenditures totalling $500,000 over five years, with a minimum annual expenditure of $100,000. Exploration in 2004 – BC Initiative Amarc's field program began in early May. Preliminary exploration surveys were conducted on the GBR property, and on the recently staked properties called Crystal, Orr, Jim, Hook and Sky properties. The Crystal, Orr, Jim, Hook and Sky properties comprise 47 claims covering an area of 9,525 ha. The Spius Creek property was reviewed and optioned, and preliminary surveys are planned. An additional property, called M2, consisting of 7 claims covering an area of 3,500 ha, was recently acquired through staking, and preliminary surveys are planned. Compilation of geological, geophysical and geochemical data from government files and other sources will continue. In addition, vendor submissions will be reviewed and follow up field examinations and preliminary ground surveys planned and executed, as weather conditions permit, possibly until late September. Contingent on the results of these programs, phase 1 drilling will be carried out. - 2132 - Plan of Operation for 2007 (Fiscal 2008) The compiled budget for programs on allCompany 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 BC Propertiesprogram is tabulated below: BC Initiative - Exploration Budget 2004 ACTIVITY PROPOSED TO MARCH31, 2005 Preliminary Geological, Geophysical & Geochemical Surveys - GBR  $685,000  Preliminary Geological, Geophysical & Geochemical Surveys – Orr, Jim, Hook, Sky, Crystal  719,000  Preliminary Geological, Geophysical & Geochemical Surveys – Spius Creek  48,000  Preliminary Geological, Geophysical & Geochemical Surveys – MR2  115,000  Regional Airborne Survey  150,000  Phase 1 Drilling*  963,000  Compilation & Review  780,000  TOTAL EXPLORATION COSTS $3,460,000 * 1-2 properties, contingent on results from preliminary surveys or new acquisition (2) Inde Prospect, Durango, Mexico Legal Agreements Summary Pursuantexpected to an agreement dated November 15, 2001, Hunter Dickinson Group Inc. ("HDGI"), a non-arm's-length party owned by family trusts of certain of Amarc's insiders (see Item 7B), HDGI assigned to Amarc 100% of HDGI's interest in an option to purchase a Mexican mineral prospect known as "Inde", originally dated March 13, 2001 and amended August 22 and September 6, 2002. The Inde Prospect option was assigned to Amarc in consideration of a payment of $1.00 and reimbursement of approximately US$400,000 in costs incurred by HDGI on the Inde Prospect. The terms of the underlying Inde mineral concession option granted by Comercializadora y Arrendadora Parral SA de CV ("Parral") as owner and optionor, as amended, provide that a 100% interest in the Inde Prospect can be purchased by Amarc provided it makes staged payments totalling US$4,000,000, by June 2006. A 4% net smelter royalty, capped at US$2 million over the project life, is also payable on the two claims under the purchase option. Location and Access The 36 square km Inde mining district occurs in the northern portion of the State of Durango, Mexico. The property is accessed by 150 km of paved highway southeast of the mining supply center of Parral, Chihuahua, or by 235 km of paved highway west-northwest from Torreon, site of a major smelter and metallurgical complex. Local property access is by a network of good quality gravel roads from the town of Inde. Driving time by two-wheel-drive vehicle from the town of Inde is approximately 20 minutes. Property Area and Title The Inde Prospect consists of five contiguous mineral concessions, totalling 278.8 hectares, situated in the southwest corner of the district. Three of these, Unificación Paco, La Terrible and El Engano (totalling 248.6 hectares), are exploitation concessions and two, La Discordia and El Matracal (totalling 30.2 hectares), are exploration concessions (see "Exploration in Mexico" below regarding these types of concessions). The largest is the Unificación Paco exploitation permit #204,514 with an area of 240.6 hectares.$0.6 million. - 2233 - Exploration History The Spanish first started mining in the district, then known by the aboriginal name INDEHÉ meaning "Disks of Gold", in the 1500s, focusing on recovery of gold from surface oxide zones in the Inde Prospect and silver-bearing veins east of the Inde Prospect. The more accessible oxide ores remained attractive to small-scale miners until modern-times. The historic production was derived from near-surface oxide mineralization, to about 150 meters depth, within the massive sulphide bodies along both trends. Amarc's work targeted the sulphide component of the replacement bodies both along strike and down dip of previous mining. Geology The Inde mining district is located on the eastern flank of the Sierra Madre Occidental Geological Province, a north-northwesterly trending belt of Tertiary volcanic rocks. Tertiary volcanic and Cretaceous sedimentary rocks underlie most of the state of Durango. Felsic to intermediate intrusions also occur throughout the state. The Tertiary volcanic rocks host numerous gold-silver vein districts in Mexico, including Tayoltita in western Durango and Ocampo in Chihuahua. The Cretaceous limestones are important hosts to major carbonate (or limestone) hosted replacement deposits throughout Mexico. Mineralization in the Inde mining district occurs in the Guadalupe Limestone and, to a lesser extent, in the Union Formation volcanic rocks, and is probably related to the Tertiary intrusions. The mineralization consists of two main types: gold bearing, massive sulphide, carbonate replacement deposits developed in limestone at the contact between limestone and monzonite intrusive rocks and/or along structures within the limestone units, and precious and base metal bearing epithermal veins developed along east-west or northwest-southeast trending structural zones. Exploration by Amarc Amarc carried out a two-phase exploration program between February and August 2002. The Phase 1 program included transit surveying and geological mapping at surface and in underground workings in February 2002. A mineralized trend was traced for over 1,100 m at surface. A comparison of the surface and underground maps showed that the most intensively mined areas with the best grades at depth do not necessarily coincide with the best mineralized areas at surface, that is, as seen in open cuts. Up to five mineralized structures, were indicated from open cuts. The structures are subparallel to the contact of limestone and monzonite units. These main structures are offset by cross-cutting east-northeasterly trending structures. The latter structures are also mineralized and some have been mined. The width of the mineralized zones increases where the main structures intersect with the cross-structures. The Phase 2 program consisted of the completion of 4,333 m of drilling in fourteen holes, spaced 25 m to 200 m apart, along a 600 m portion of the known strike length of the mineralized contact zone. The drill holes encountered open stopes and some sections of oxide and sulphide mineralization containing interesting gold and silver values, but not adequate to warrant a follow up program. Recent Property Developments On December 29, 2003, Amarc optioned the Inde Project to Minera Bugambilias SA de CV ("Bugambilias"). Bugambilias can earn up to a 70% interest in the Inde Project by exercising two options. Under the First Option, Bugambilias can earn a 51% interest by incurring $2.2 million in expenditures on the property within three years, of which $100,000 must be spent in the first year, a further $500,000 in the second year and a further $1.6 million in the third year. Bugambilias must also make option payments on the Parral Concessions to keep the property in good standing for the first year. - 23 - Alternately, Bugambilias could earn its 51% interest by extinguishing all of the option payments on the Parral Concessions. Bugambilias can exercise the Second Option and earn an additional 19% interest in the Inde Project by making a further US$2 million in expenditures or by having an internationally recognized third party engineering firm complete an industry standard feasibility study on the project within three years, or by extinguishing a 4% net smelter royalty on the Parral Concessions. The TSX Venture Exchange has accepted for filing an agreement dated January 29, 2004, whereby Sydney Resource Corporation ("Sydney") has optioned the Inde Project from Bugambilias. Sydney will take on all of the rights and obligations of Bugambilias stemming from their option agreement signed with Amarc. As part of this agreement, Sydney will issue 300,000 warrants to Amarc, exercisable at a price of $0.52 per share until February 4, 2006. - 24 - ITEM 5 OPERATING AND FINANCIAL REVIEW AND PROSPECTS ITEM 5       OPERATING AND FINANCIAL REVIEW AND PROSPECTSOVERVIEW Overview Amarc'sAmarc is a mineral exploration company with a portfolio of active exploration projects located in British Columbia, Canada. The Company’s business strategy is to acquire, explorethe acquisition and conduct detailed engineering and economic analysisexploration of mineral deposits which have large tonnage and multi-year operation potential in order to enhance the valueproperties. None of the project and then seekCompany’s mineral properties have any reserves or have been proven to sell or joint venture the project to a major mining company. Amarc, as an active junior resource issuer, does not consider it likely that even if project economics warrant commercial production, that Amarc itself would place its projects into commercial production, as such operations require large corporate, technical and financial infrastructurehost mineralized material which Amarc does not have nor does it currently intend to acquire. None of Amarc's currently held orcan be said to be acquired mineral deposits is at present known to host a mineral reserve which has been subject to sufficient development work to determine that it is“ore” or feasibly economic at current metals prices. Amarc's results of operations are economically evaluated on an "event driven" basis in that The Company incurs significant exploration expenditures yield information on the nature, extent and statistical confidence (primarily from diamond drill exploration programs) in a mineralized deposit's size and continuity, information that is not in the financial statements. Thus,as it is difficult to evaluate the success of operations in a fiscal year by reference to the financial statements given that results are more appropriately measured by an evaluation of the minerals discovered and/or confirmed. Amarc's operating activities do not occur on a regular or periodic basis and are subject to the economic realities of metals prices and conditions for equity financing conditions of natural resource exploration issuers. Accordingly, it may not be meaningful to seek observable trends in financial operating statistics although liquidity statistics may be important. Although Amarc calculates an annual income (loss) per share (which has varied from an income per share of $0.04 to a loss per share of $0.37 over the last three fiscal years),carries out its business strategy. As Amarc is of the view that its share pricean exploration stage company, it does not vary in accordance withhave any revenues from its operations to offset its exploration expenditures. Accordingly, the loss per share statistic but rather Amarc share prices vary with the priceCompany’s ability to continue exploration of the underlying market for the metals it explores for and the outlook for them.its properties will be contingent upon achieving additional financing. Amarc'sAmarc’s financial statements are prepared on the basis that it will continue as a going concern. Given that AmarcThe Company has no source of significant revenue, this assumption is always subject to the further assumption that there will continue to be investment interest in funding exploration to seek large tonnage metal deposits even where economic certainty is unknown. Amarc can give no assurance that it will continue to be able to raise sufficient funds and should it be unable to continue to do so, may be unable to realize on the carrying value of its resource projectincurred losses since inception and the net realizable value could be materially less than Amarc's liabilities with a potential for total loss to Amarc shareholders. Amarc does not believe that it is significantly impacted by the effects of inflation and the Canadian dollar has fluctuated in a relatively narrow band to the United States dollar (US$1.00 = Cdn$1.60 to Cdn$1.29) during these three years. For additional details respecting the five year historical exchange rates, see Item 3. Amarc has not been significantly affected by government economic, fiscal, monetary or political policies, and the outlook for Amarc's assets primarily relate to the outlook for gold. For information relating to the historical prices for gold, see "Item D, Trend Information" below. Critical Accounting Policies Mineral property interests The Company defers mineral property acquisition costs on a property-by-property basis. Exploration expenditures and option payments incurred prior to the determinationability of the commercial feasibility of mining operations are chargedCompany to operations as incurred. Development expenditures incurred subsequent to such determination, to increase production, or to extend the life of existing production are capitalized. Such acquisition costs and deferred development expenditures are amortized and depreciated over the - 25 - estimated life of the property, or written off to operations if the property is abandoned, allowed to lapse, or if there is little prospect of further work being carried out by the Company or its option or joint venture partners. The effect of a change in accounting policy would cause these deferrals to be charged to operations, increasing net losses and loss per share, in the period. Going concern The financial statements are prepared on the basis that the Company will continue as a going concern. If the Company is unableconcern depends upon its ability to obtaincontinue to raise adequate additional financing the Company will be requiredand to curtail operations and exploration activities. Thedevelop 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. Operating Results – Fiscal 2004 ComparedThe 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 Fiscal 2003note 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. - 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 2004 fiscal year of $831,135 comparedinterest income earned on the $5,500,000, 20%, 90-day promissory note to a loss of $1,854,721 in the previous fiscal year. The increase in income was due primarily to the gain on marketable securities, which totaled $2.05 million. Excluding this gain and stock based compensation expense of $0.4 million, expenses totaled $814,098 for fiscal 2004 as compared to $1,248,406 for fiscal 2003.Rockwell Diamonds Inc. (See Item 7B – Related Party Transactions). There was aThe gain on sale of marketable securities totalling $2,052,596was $nil in fiscal 20042007, 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 a loss2005. The gain on sale of marketable securities was $92,887 in 2006, a slight increase in comparison to the gain of $19,500$81,554 in the previous year.2005. The gain in fiscal 2004 was2006 resulted mainly from the result of salessale of shares of Expatriate Resources Ltd. ($2,400,273)Yukon Zinc Corporation and StrataGold Corporation ($260,900). There was aEndurance Gold Corporation. The write down of marketable securities totalling $581,010 in the previous year relating to the Company's investment in Expatriate Resources Ltd. Stock-based compensation increased by $401,558 to $407,363 from $5,8052006 totaled $190,392 (2005 - $6,667). The write down of accounts receivable in fiscal 2003 due to (i) the increase in the Company's stock price, and (ii) the granting of 2,253,000 options in October 2003. Interest income increased by $69,627 to $74,590 from $4,963 in the previous year due to greater funds on deposit2006 was $45,088 (2005 - $nil) as a result of the financings undertaken during 2004.rejection by the Mexican government of the Company’s IVA returns for the calendar years from 1998 to 2000. ExplorationA total of $16,282 of stock-based compensation expense increased by $54,922was recovered in 2006 in comparison to $460,252, from $405,330$496,031 of stock-based compensation expense recorded in 2005, as a result of a decrease in the previous year dueCompany'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 increased activity bycash 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 inItem 4.B of this Annual Report. At September 24, 2007, the Company particularly duringhad 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 latter halfCompany'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 fiscal 2004. Ofexploration activities carried out on its British - 37 - Columbia mineral properties over these costs, $24,206 was incurred onthree 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 Inde PropertyCompany’s purchase of a $5,500,000, 90–day promissory note from Rockwell Diamonds Inc. Cash flows provided by investing activities in Mexico (mainly on site activities)2006 were attributable to the disposal of shares of Yukon Zinc Corporation and $436,046 on propertiesEndurance Gold Corporation. Cash flows used in British Columbia. The main exploration costs were on geological wages ($287,284) and assays and analysis to assess and acquire BC properties. Most of the costsinvesting activities in fiscal 20032005 were related to drillingthe 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 Inde Property.holder to purchase one non-flow-through common share until January 17, 2009, at a price of $0.55 per share. Legal, accounting and audit decreased by $104,901 to $53,913Cash flows from $158,814financing activities in the previous year2006 were primarily due to more compliance-related work being done in-house. Office and administration decreased by $78,836 to $28,468the exercise of previously issued warrants, while cash flows from $107,304financing activities in the previous year due to decreased activity in the Company. Salaries and benefits decreased by $132,346 to $140,619 from $272,965 in the previous year due to a decrease in wages for management attention and staff support. Shareholder communication decreased by $104,698 to $21,495 from $126,193 in the previous year due to decreased activity in the Company. Trust and filing increased by $32,365 to $43,915 from $11,550 in the previous year due to filing fees paid for the private placements. Foreign exchange loss decreased by $54,988 to $9,621 from $64,609 in the previous year due2005 were related to the Company's increased focus in Canada, which allowed the Company to hold less foreign funds. Operating Results – Fiscal 2003 Compared to Fiscal 2002 Amarc recorded a lossexercise of $1,854,721 in fiscal 2003, as compared to a loss of $3,886,618 over the 2002 fiscal year. The 2003 loss includes lossesboth options and write downs on marketable securities totaling $600,510. - 26 - Operating expenses for the 2003 fiscal year are $1,194,565, as compared to $4,323,110 in the previous fiscal year and $2,303,027 in the first nine months of fiscal 2003. Overall expenses also include a $97,438 grant recovery of Fox River exploration expenditures that was received from the Manitoba governmentwarrants; all issued as part of a mineral exploration incentive program. Quarter to quarter expenses dropped because exploration wound down at both the Fox River and the Inde projectsprivate placement transactions in the third quarterprevious years. Requirement of the year. Exploration expenses in fiscal 2003 were $1,802,768, compared to $3,728,406 spent in the fiscal 2002. Of the exploration expenses, $489,150 was spent on Fox River and $1,313,618 was spent on Inde. Exploration expenditures for Fox River were mainly geological ($198,247), associated with the cost of report writing and project supervision incurred by Falconbridge, and project management and development of technical reports by Hunter Dickinson for the exploration programs. Other significant expenditures on Fox River included drilling ($170,756) and the cost to charter helicopters ($70,097) for drill moves and other transportation related to the exploration program. The highest exploration expenses at Inde were for drilling ($467,227) during the period of May to August 2002, geological ($297,126) for geological mapping and supervision of the drilling program as well as report writing. Other significant costs included site activities ($226,417) for camp mobilization and demobilization and the completion of reclamation of drill sites, $121,301 property fees and assessments, $45,078 in option payments and $51,273 in assays and analyses of drill core samples. Overall administrative costs increased in fiscal 2003 from the previous year to $789,235 from $594,704. The main increases are in office and administration (2003–$110,304; 2002–$79,820) and salaries and benefits (2003–$278,770; 2002–$110,776). The increase in office and administration costs, and a significant part of the salaries and benefits expenditures, are due to wages for increased management attention and staff support for the exploration programs that during the year. The cost of shareholder communications increased (2003–$126,193; 2002–$20,552) due to significantly increased promotional activities related to the exploration programs. B.                Liquidity and Capital Resources Overview and Recent EventsFinancing Historically, Amarc'sAmarc’s sole source of funding has been the sale of equity securities for cash, primarily through private placements to sophisticated investors and institutions. Amarc alsoThe Company has issued common share capital in each of thesethe past three fiscal years pursuant to private placement financings. Amarc hasfinancings 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. Fiscal 2004 ComparedDevelopment 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 Fiscal 2003 At March 31, 2004,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 had workingrelies 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. - 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 approximately $13.9 million, which is sufficient to fund its known commitments.funds. The Company has no long term debt, capital lease obligations, operating leaseslines of credit or any other long term obligations.sources of financing which have been arranged but are as yet unused. In October 2003 the Company announced a private placement of 13,000,000 units at a price of $0.30 per unit of which 5,047,000 were flow-through units and 7,953,000 were non flow-through units. Each unit was comprised of one common share and one share purchase warrant exercisable to purchase a common share at a price of $0.34 for a two year period. The warrants are subject to a 45 day accelerated expiry at the Company's option if the closing trade price of the Company's common shares on the TSX Venture Exchange is at least $0.68 for any ten consecutive trading days. This placement completed on December 31, 2003. - 27 - In December 2003 the Company announced and completed a private placement of 8,002,084 units of which 4,397,906 were flow-through and 3,604,178 were non flow-through at a price of $0.55 per unit. Each unit was comprised of one common share and one share purchase warrant exercisable to purchase a common share at a price of $0.60 for a one year period. The warrants are subject to a 45 day accelerated expiry at the Company's option if the closing trade price of the Company's common shares on the TSX Venture Exchange is at least $1.10 for ten consecutive trading days. In March 2004, the Company completed a private placement of 2,000,000 units at a price of $0.75 per unit. Each unit was comprised of one common share and one share purchase warrant. Subsequent to March 31, 2004: 80,000 shares were issued to an independent prospector to acquire the Sitka Gold Property; 150,000 common shares were issued to a third party prospecting partnership to acquire the Boband JMD properties; and 30,000 common shares were issued to a syndicate to acquire the GBR Property. Fiscal 2003 Compared to Fiscal 2002 As of March 31, 2003, Amarc had working capital of $0.6 million, as compared to $2.2 million at the end of fiscal 2002. At March 31, 2003, Amarc had 15,468,890 common shares issued and outstanding. On August 27, 2002, the Company closed a private placement of 345,710 units at a price of $0.60 per unit. Each unit was comprised of one common share and one share purchase warrant. Each share purchase warrant entitles the holder to purchase an additional common share at a price of $0.73 until December 27, 2003. The share purchase warrants are subject to a 45-day accelerated expiry if the closing price of the common shares of the Company as traded on the TSX Venture Exchange is at least $1.10 for ten consecutive trading days. In December 2002, the TSX Venture Exchange gave approval for 2,412,500 warrants exercisable at $0.40 per common share to have their original expiry dates of January 7, 2003 and July 7, 2003 extended to January 7, 2004. In December 2002, the Company amended the exercise price of 200,000 warrants (which expire December 31, 2003) from their original price of $1.00 to $0.50. 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'sAmarc’s current needs are invested in short term near-cash investments pending the need for the funds.investments. Amarc does not have any significant commitments for explorationmaterial, legally enforceable, obligations requiring it to make capital expenditures other than approximately $0.4 million in each of 2004 and 2005 and $4.2 million in 2006 (all of which have been assumed by Bugambilias) for fees and work commitments on its Inde Property, and accordingly, the Company can remain relatively flexible in gearing its activities to the availability of funds. As C. Research Expenditures Amarc does not carry out any research or development activities. Please refer toItem 5.A andItem 5.B above for a discussion of the fiscal 2004 year end Amarc estimatesexploration expenditures that the costCompany has incurred in connection with the exploration of maintaining its corporate administrative activities at approximately $35,000 per month. Accordingly Amarc's management estimates that a minimum of $850,000 will be needed to maintain its corporate status and assets over the ensuing two-year period. Amarc has a current working capital of $13.9 million, which is sufficient to fund the next year of administration cost and exploration programs.Company's mineral properties. - 28 - C.                Research Expenditures Amarc is a resource expenditure based corporation and accordingly does not have a program of intellectual property development or patenting or licensing issues. D.                Trend Information D. Trend Information As a natural resource exploration company, Amarc'sAmarc’s activities reflect the traditional cyclical nature of metalsmetal prices. Consequently, Amarc’s business is primarily an “event-driven” business based on exploration results. GoldCopper prices improved significantly inhave been increasing since late 2003, averaging about US$364/oz3.03/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. The upward trend hasyear – US$604/oz – was higher than the average price – US$445/oz – in 2005. This volatility continued in 2004, although theearly 2007, but prices have mainly been increasing since mid January. The gold price has been more volatile in the past quarter. The average gold price in the first six months of 2004 isaveraged approximately US$400/oz. The copper price has also increased, averaging US$0.81/lb in 2003 and approximately US$1.25/lb662/oz to date in 2004.mid September 2007. E. Off-Balance Sheet Arrangements E.                Off-Balance Sheet Arrangements None. F.                Tabular Disclosure of Contractual Obligations None. The CompanyAmarc has no longoff-balance sheet arrangements. As used in thisItem 5E, the term debt, capital lease obligations, operating leases"off-balance sheet arrangement" means any transaction, agreement or any other long term obligations. The Company has no "Purchase Obligations" defined as any agreementcontractual arrangement to purchase goods or services that is enforceable and legally binding onwhich an entity, unconsolidated with the Company, that specifies all significant terms, including: fixed or minimum quantitiesis 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 period Type of Contractual Obligation Total Less than 1 Year 1 - 3 Years 3 - 5 Years More than 5 Years Long-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 purchased; fixed, minimum or variable price provisions; andincurred from the approximate timingproceeds of the transaction. G.                Safe Harbor This Form 20-F includesflow-through-units were renounced to investors on December 31, 2006. In accordance with certain statements that may be deemed "forward-looking statements". All statements in this document, other than statementsprovisions of historical facts, that address future production, reserve potential, exploration drilling, exploitation activities and events or developments thatthe Canadian Income Tax Act, the Company expects areis 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 statements. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performanceinformation provided pursuant toItem 5.E and actual results or developments may differ materially from those in the forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, exploitation and exploration successes, continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and that actual results or developments may differ materially from those projected in the forward-looking statements.Item 5.F above. - 2940 - ITEM 6       DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES A.                Directors and Senior Management ITEM 6 DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES A. Directors and Senior Management Name (1) Shares BeneficiallyYear Name, Position andborn Period a DirectorPosition Owned orDirector Since Country of Residence of the Company Controlled(1) David J. Copeland 1948 Director Since September 1995 713,500  Canada  Scott D. Cousens 1964 Director Since September 1995 1,333,500  Canada  Robert A. Dickinson (2)  1948 Chairman of the Board and Director Since April 1993 3,530,909  Canada  Jeffrey R. Mason 1957 Chief Financial Officer, Secretary and Director Since September 1995 832,000  Canada  Ronald W. Thiessen 1952 President, Chief Executive Officer President and Director Since 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 1,112,008 Positions Held From To Canada Amarc Resources Ltd. Director Notes: (1)     September 1995 The number of shares beneficially owned by the above nominees for directors, directly or indirectly, is based on information furnished by Computershare Trust Company of Canada, the registrar and transfer agent of the Company, and by the nominees themselves. As of July 19, 2004, the current directors and officers hold an aggregate of 7,521,917 shares which represents approximately 16.8% of the current outstanding shares. At July 19, 2004, the directors and officers also held an aggregate of 800,000 options and 757,869 warrants.Present Anooraq Resources Corporation Director September 1996 September 2004 (2)     Continental Minerals Corporation Certain of these shares are held by United Mineral ServicesDirector November 1995 Present Farallon Resources Ltd., a company controlled by Robert A. Dickinson. Director December 1995 Present Great Basin Gold Ltd. Director February 1994 Present Northern Dynasty Minerals Ltd. Director June 1996 Present Rockwell Diamonds Inc. Director and CEO September 2006 Present Chairman September 2007 Present Taseko Mines Limited Director March 1994 Present Principal Occupation- 41 - SCOTT COUSENS – Director Scott Cousens provides management, technical and financial services to a number of Current Managementpublicly traded companies. Mr. Cousens’ focus since 1991 has been the development of Amarcrelationships 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. Robert A. Dickinson,Mr. Cousens is, or was within the past five years, an officer and/or director of the following public companies: Company Positions Held From To Amarc Resources Ltd. Director September 1995 Present Anooraq Resources Corporation Director September 1996 Present Continental Minerals Corporation Director June 1994 Present Farallon Resources Ltd. Director December 1995 April 2007 Great Basin Gold Ltd. Director March 1993 November 2006 Northern Dynasty Minerals Ltd. Director June 1996 Present Rockwell Diamonds Inc. Director November 2000 Present Taseko Mines Limited Director October 1992 Present ROBERT DICKINSON, B.Sc., M.Sc. -– Chairman of the Board and Director Robert A. Dickinson is an economic geologist who serves as a member of management of several mineral exploration companies, primarily those for whom Hunter Dickinson Inc. provides services. He holds a Bachelor of Science degree (Hons. Geology) and a Master of Science degree (Business Administration - Finance) from the University of British Columbia. Mr. Dickinson has also been active in mineral exploration over 3640 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:Amarc Resources Ltd., Director (April 1993 to present), Co-Chairman (September 2000 to April 19, 2004) Chairman (April 20, 2004 to present), President (September 1995 to September 2000), Chief Financial Officer (September 1995 to September 1998) and Chief Executive Officer (September 1998 to September 2000);Anooraq Resources Corporation, Director (November 1990 to present), Co-Chairman (September 2000 to April 19, 2004) Chairman (April 20, 2004 to present), President (September 1996 to September 2000), Chief Financial Officer (September 1996 to Company Positions Held From To Amarc Resources Ltd. Director April 1993 Present Co-Chairman September 2000 April 2004 Chairman April 2004 Present Anooraq Resources Corporation Director November 1990 September 2004 Director October 2004 Present Chairman April 2004 September 2004 Co-Chairman October 2004 Present - 3042 - Company Positions Held From To Continental Minerals Corporation Director June 2004 Present Chairman June 2004 January 2006 Co-Chairman January 2006 December 2006 Detour Gold Corporation Director August 2006 Present Farallon Resources Ltd. Director July 1991 April 2007 Chairman April 2004 September 2004 Co-Chairman September 2004 April 2006 Great Basin Gold Ltd. Director May 1986 November 2006 Co-Chairman September 2000 April 2004 Chairman April 2004 December 2005 Co-Chairman December 2005 November 2006 Northern Dynasty Minerals Ltd. Director June 1994 Present Co-Chairman November 2001 April 2004 Chairman April 2004 Present Rockwell Diamonds Inc. Director November 2000 September 2006 Chairman November 2000 September 2006 Taseko Mines Limited Director January 1991 Present Chairman April 2004 July 2005 Co-Chairman July 2005 May 2006 February 1999) and Chief Executive Officer (February 1999 to September 2000);Farallon Resources Ltd.JEFFREY MASON, B.Comm., Director (July 1991 to present), Co-Chairman (September 2000 to April 19, 2004) Chairman (April 20, 2004 to present) and Chief Executive Officer (December 1995 to September 2000);Great Basin Gold Ltd., Director (May 1986 to present), Co-Chairman (September 2000 to April 19, 2004) Chairman (April 20, 2004 to present), President (May 1986 to September 2000), Chief Executive Officer (November 1998 to September 2000), Chief Financial Officer (May 1986 to June 1998);Continental Minerals Corporation(formerly Misty Mountain Gold Limited), Director (November 1995 to February 2001), Co-Chairman (September 2000 to April 19, 2004) Chairman (April 20, 2004 to present), President (November 1995 to September 2000), Chief Financial Officer (June 1993 to June 1998), Chief Executive Officer (June 1998 to September 2000);Northern Dynasty Minerals Ltd., Director (June 1994 to present), Chief Executive Officer (May 1997 to November 2001), and Co-Chairman (September 2000 to April 19, 2004) Chairman (April 20, 2004 to present);Rockwell Ventures Inc., Chairman and Director (November 2000 to present);Taseko Mines Limited, Director (January 1991 to present), Co-Chairman (September 2000 to present), President (January 1991 to September 2000), Chief Financial Officer (January 1991 to November 1998), Chief Executive Officer (November 1998 to September 2000), (including Co-Chairman and Director of Gibraltar Mines Ltd. a private mining company, which is a wholly owned subsidiary of Taseko Mines Limited);Cash Resources Ltd., Director (June 1994 to June 1996); andAmerican Bullion Minerals Ltd., Director (August 1988 to May 1997). Ronald W. Thiessen, C.A. – Chief Executive Officer, President and Director Ronald W. Thiessen is a Chartered Accountant, with professional experience in finance, taxation, mergers, acquisitions and re-organizations. Since 1986 Mr. Thiessen has been involved in the acquisition and financing of mining and mineral exploration companies. Mr. Thiessen is 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. Mr. Thiessen is, or was within the past years, an officer and/or director of the following public companies:Amarc Resources Ltd., Director (September 1995 to present), President and Chief Executive Officer (September 2000 to present);Anooraq Resources Corporation, Director (April 1996 to present), President and Chief Executive Officer (September 2000 to present);Farallon Resources Ltd., Director (August 1994 to present), President and Chairman (September 2000 to present);Great Basin Gold Ltd., Director (October 1993 to present), President and Chief Executive Officer (September 2000 to present);Continental Minerals Corporation(formerly Misty Mountain Gold Limited), Director (November 1995 to present), President and Chief Executive Officer (September 2000 to present);Northern Dynasty Minerals Ltd., President and Chief Executive Officer (November 2001 to present), Director (November 1995 to present);Rockwell Ventures Inc., President and Director (November 2000 to present);Taseko Mines Limited, Director (October 1993 to present), President and Chief Executive Officer (September 2000 to present), (including Director of Gibraltar Mines Ltd., a private mining company, which is a wholly owned subsidiary of Taseko Mines Limited.);Casamiro Resources Corp., President and Director (February 1990 to present). Jeffrey R. Mason, C.A.CA – Chief Financial Officer, Secretary and Director Jeffrey R. Mason holds a Bachelor of Commerce degree from the University of British Columbia and obtained his Chartered Accountant designation while specializing in the mining, forestry and transportation sectors at the international accounting firm of Deloitte & Touche. Following comptrollership positions at an international commodity mercantilist and Homestake Mining Group of companies including responsibility for North American Metals Corp. and the Eskay Creek Project, Mr. Mason has spent the last several years as a corporate officer and director to a number of publicly-traded (TSX, NASDAQ, AMEX) mineral exploration companies. Mr. Mason is also employed as Chief - 31 - 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 to.services. Mr. Mason is, or was within the past five years, an officer and or director of the following public companies:Amarc Resources Ltd., - 43 - Company Positions Held From To Amarc Resources Ltd. Director September 1995 Present Secretary September 1995 Present Chief Financial Officer September 1998 Present Anooraq Resources Corporation Director April 1996 September 2004 Secretary September 1996 Present Chief Financial Officer February 1999 May 2007 Coastal Contacts Inc. Director October 2006 Present Continental Minerals Corporation Director June 1995 Present Secretary November 1995 Present Chief Financial Officer June 1998 Present Detour Gold Corporation Chief Financial Officer, Secretary and Director (September 1995 to present), Treasurer (September 1995 to September 1998) and Director July 2006 Present Farallon Resources Ltd. Director August 1994 Present Secretary December 1995 Present Chief Financial Officer December 1997 Present Great Basin Gold Ltd. Director February 1994 November 2006 Secretary February 1994 November 2006 Chief Financial Officer June 1998 November 2006 Northern Dynasty Minerals Ltd. Director June 1996 Present Secretary June 1996 Present Chief Financial Officer June 1998 Present Quartz Mountain Resources Ltd. Principal Accounting Officer January 2005 Present Rockwell Diamonds Inc. Director November 2000 Present Chief Financial Officer November 2000 April 2007 Taseko Mines Limited Director February 1994 Present Secretary February 1994 Present Chief Financial Officer November 1998 Present RONALD THIESSEN, CA – President, Chief Financial Officer (September 1998 to present);Anooraq Resources Corporation, Director (April 1996 to present), Treasurer (September 1996 to February 1999), Chief Financial Officer (February 1999 to present), Secretary (September 1996 to present);Farallon Resources Ltd., Secretary (December 1995 to present), Chief Financial Officer (December 1997 to present) and Director (August 1994 to present);Great Basin Gold Ltd., Director (February 1994 to present), Secretary (February 1994 to present), Chief Financial Officer (June 1998 to present), Treasurer (February 1994 to June 1998);Continental Minerals Corporation(formerly Misty Mountain Gold Limited), Secretary (November 1995 to present), Treasurer (November 1995 to June 1998), Chief Financial Officer (June 1998 to present) and Director (June 1994 to present);Northern Dynasty Minerals Ltd., Secretary (June 1996 to present), Director (June 1996 to present), Chief Financial Officer (June 1998 to present), Treasurer (May 1997 to June 1998);Rockwell Ventures Inc., Chief FinancialExecutive Officer and Director (November 2000 to present);Taseko Mines Limited, Secretary (March 1994 to present), Chief Financial Officer (November 1998 to present), Director (March 1994 to present), and Treasurer (March 1994 to November 1998), and (including Chief Financial Officer, Secretary and Director of Gibraltar Mines Ltd., a private mining company, which Ronald Thiessen is a wholly owned subsidiaryChartered 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 Taseko Mines Limited);Casamiro Resource Corp., Secretary-Treasurer (February 1995 to present). David J. Copeland, P.Eng.- Director David J. Copelandmining and mineral exploration companies. Mr. Thiessen 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 Taseko and other companies for whichemployed by Hunter Dickinson Inc. provides services., 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. CopelandThiessen is, or was within the past five years, an officer and/or director of the following public companies:Amarc Resources Ltd., Director (September 1995 to present);Anooraq Resources Corporation, Director (September 1996 to present);Farallon Resources Ltd., Director (December 1995 to present);Great Basin Gold Ltd., Director (February 1994 to present);Continental Minerals Corporation(formerly Misty Mountain Gold Limited), Vice-President, Project Development (June 1989 to February 1996 and June 1997 to June 1998) and Director (June 1989 to present);Northern Dynasty Minerals Ltd., Director (June 1996 to present);Taseko Mines Limited, Director (January 1994 to present) (including Director of Gibraltar Mines Ltd., a private mining company, which is a wholly owned subsidiary of Taseko Mines Limited);Casamiro Resources Corp., Director (February 1995 to present). Scott D. Cousens - Director Scott D. Cousens is a director of Hunter Dickinson Inc., a private company providing management, technical and financial services to a number of publicly traded companies. Mr. Cousens' focus for the past 14 years has been the development of relationships within the international investment community. Substantial financings and subsequent corporate success has established strong ties with North American, European and Asian investors. In addition to financing initiatives he also oversees the corporate communications programs for the public companies which Hunter Dickinson Inc. provides services. Company Positions Held From To Amarc Resources Ltd. Director September 1995 Present President and Chief Executive Officer September 2000 Present Anooraq Resources Corporation Director April 1996 Present President and Chief Executive Officer September 2000 August 2007 Continental Minerals Corporation Director November 1995 Present President and Chief Executive Officer September 2000 January 2006 Co-Chairman January 2006 Present Detour Gold Corporation Chairman and Director July 2006 Present Farallon Resources Ltd. Director August 1994 Present President and Chief Executive Officer December 1999 September 2004 Co-Chairman September 2004 December 2005 Chairman December 2005 Present Great Basin Gold Ltd. Director October 1993 Present President and Chief Executive Officer September 2000 December 2005 Co-Chairman December 2005 November 2006 Chairman November 2006 Present Northern Dynasty Minerals Ltd. Director November 1995 Present President and Chief Executive Officer November 2001 Present Rockwell Diamonds Inc. Director November 2000 Present President and Chief Executive Officer November 2000 September 2006 Chairman September 2006 Present Taseko Mines Limited Director October 1993 Present President and Chief Executive Officer September 2000 July 2005 Co-Chairman July 2005 May 2006 Chairman May 2006 Present Tri-Gold Resources Corp. Director July 1992 Present - 3245 - Mr. Cousens is, or was within the past years, an officer and/or director of the following public companies: Amarc Resources Ltd., Director (September 1995 to present);Anooraq Resources Corporation, Director (March 1994 to September 1994) and (September 1996 to present);Farallon Resources Ltd., Director (December 1995 to present);Great Basin Gold Ltd., Director (March 1993 to present);Continental Minerals Corporation(formerly Misty Mountain Gold Limited), Director (June 1994 to present);Northern Dynasty Minerals Ltd., Director (June 1996 to present);Rockwell Ventures Inc., Director (November 2000 to present); andTaseko Mines Limited, Director (October 1992 to present). All directors have a term of office expiring at the next annual general meeting of the Company. All officers have a term of office lasting until their removal or replacement by the Board of Directors. B.                Compensation B. Compensation During the Company's financial year ended March 31, 20042007, the aggregate direct remunerationcash compensation paid or payable to the Company's executive officers by the Company andor its subsidiaries to its directors and senior officers, all of whose financial statements are consolidated with those of the Company, was $58,247. $110,775. Ronald W. Thiessen, the Company's President and Chief Executive Officer, Jeffrey R. Mason, the Company's Secretary and Chief Financial Officer and Secretary and Robert A. Dickinson, Chairman are the "Namedeach a “Named Executive Officers"Officers” of the Company for the purposes of the following disclosure. The compensation paid to the Named Executive Officers during the Company'sCompany’s three most recently completed financial years is as set out below: SUMMARY COMPENSATION TABLE Name and Principal Position Year Annual Compensation Long Term Compensation All Other Compensation ($) Salary ($) Bonus ($) Other Annual Annual  Compen-  sation Compensation ($) Awards Payouts Securities Under Options  Options/SARs Granted (#) Restricted Shares or Restricted Share Units Subject to  Resale  Restrictions  ($) LTIP Payouts ($) Ronald W. Thiessen President and Chief Executive Executive Officer, President 20042007 2003 2006 2002  2005 18,268 46,121 35,674 155,127 3,266  75,092 0 1,784 0 Nil 0  Nil 0 Nil 0 Nil 0 Nil Nil Nil 200,000 0  150,000  0 Nil 0 Nil 0  Nil 0 Nil 0 Nil 0  Nil 0 Nil 0 Nil 0 Nil Jeffrey R. Mason Secretary and Chief Financial Financial Officer, Secretary 2004 2007 2003 2006 2002  2005 14,054 30,504 29,069 92,835 3,266  56,519 0 1,784 0 Nil 0  Nil 0 Nil 0 Nil 0  Nil Nil Nil 200,000 0  150,000  0 Nil 0 Nil 0  Nil 0 Nil 0 Nil 0  Nil 0 Nil 0 Nil 0 Nil Robert A. Dickinson Director Chairman 2004 2007 2003 2006 2002 2005 4,583 28,798 17,690 95,574 2,090 20,771 0 1,784 0 Nil 0 Nil 0 Nil 0 Nil 0 Nil Nil Nil 200,000 0  150,000  0 Nil 0 Nil 0 Nil 0 Nil 0 Nil 0 Nil 0 Nil 0 Nil 0 Nil Long-Term Incentive Plan Awards LongA long term incentive plan awards ("LTIP") meansis "a plan providing compensation intended to motivate performance over a period greater than one financial year whether performance is measured by referenceyear" and does not include option or stock appreciation rights ("SARs") plans or plans for compensation through shares or units that are subject to financial performance of the Company or an affiliate, or the price of the Company's Shares.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 a stockis its share option plan dated for reference September 26, 2002 (the "Plan"(See Item 6.EShare 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 orand 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. - 33 - The share options granted to the Named Executive Officers during the financial year ended March 31, 2004 were as follows: Name  Securities  Under  Options  Granted  (#)  % of Total Options Granted to Employees in Financial Year Exercise or  Base Price  ($/Security)  Market Value of  Securities  Underlying Options  on the Date of Grant  ($/Security)  Expiration Date  Ronald W. Thiessen  200,000  8.5% $0.31  $0.31  March 21, 2005  Jeffrey R. Mason  200,000  8.5% $0.31  $0.31  March 21, 2005  Robert A. Dickinson  200,000  8.5% $0.31  $0.31  March 21, 2005  Notes: (1)      These Options were granted on October 29, 2003. The share options exercised by the Named Executive Officers during the financial year ended March 31, 2004 and the values of such options at the end of such year were as follows: Name  Securities Acquired  on Exercise  (#)  Aggregate Value  Realized  ($)  Unexercised Options  at FY-End  (#)  Exercisable/  Unexercisable  Value of Unexercised  in-the-Money Options  at FY-End  ($)  Exercisable/  Unexercisable  Ronald W. Thiessen  0  0  200,000  $62,000  Jeffrey R. Mason  0  0  200,000  $62,000  Robert A. Dickinson  200,000  $62,000  Nil  Nil  Pension Plans There are no defined benefit or actuarial plans in place.option, for a Tier 2 Company. Termination of Employment, Change in Responsibilities and Employment Contracts There is no written employment contract between Amarc and anythe Named Executive Officer.Officers. There are no compensatory plan(s) or arrangement(s), with respect to the Named Executive OfficerOfficers resulting from the resignation, retirement or any other termination of employment of the officer'sofficer’s employment or from a change of theany Named Executive Officer's ResponsibilitiesOfficer’s responsibilities following a change in control. Compensation of DirectorsPension Plans Each director of the Company whetherThere is no defined benefit or not an executive officer is paid an annual director's fee of $2,400 and an additional fee of $600actuarial plan in place for each meeting of directors attended. Each director who is a member of a committee and is not an executive officer receives $2,400 for each committee of which he or she is a member and an additional fee of $600 for each meeting of each committee attended. On October 29, 2003 an aggregate of 1,000,000 options to purchase Shares were granted to the directors at an exercise price of $0.31 per share. These options expire on March 21, 2005. - 34 - Securities Held By Insiders As at July 19, 2004 the directors and officers of Amarc held as a group, directly and indirectly, owned or controlled an aggregate of 7,521,917 common shares (16.8%), hold options to acquire an additional 800,000 common shares, and warrants to acquire an additional 757,869 common shares. To the knowledge of the directors and officers of Amarc, as at such date, there were no persons exclusive of directors and officers holding more than 10% of the issued common shares of the Company. C.                Board Practices C. Board Practices All directors were re-electedelected at the September 25, 2003,28, 2006 annual general meeting andmeeting. All directors have a term of office expiring at the next annual general meeting of Amarc, scheduled to be held on September 21, 2004.27, 2007. All officers have a term of office lasting until their removal or replacement by the Boardboard of Directors.directors (the “Board”). There arewere no arrangements, understandard of otherwise, pursuant to which directors were compensated by Amarc andor its subsidiaries during the financial year ended March 31, 2004 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 consultants exceptbenefits all shareholders. The Canadian Securities Administrators (the "CSA") have adopted National Policy 58-201Corporate Governance Guidelines, which provides non-prescriptive guidelines on corporate governance practices for reporting issuers such as herein disclosed.the Company. In addition, the CSA have implemented National Instrument NI 58-101Disclosure 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 entitledItem 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 atwww.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 ThiessenThiessen. All members are the membersfinancially 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 audit committee. financial statements, and an understanding of internal controls and procedures for financial reporting. Audit Committee Oversight The audit committee is elected annually by the directors of Amarc at the first meeting of the board held after Amarc's annual general meeting. Its primary function is to review the financial statements of the company before they are submittedhas not made any recommendations to the board for approval. Board to nominate or compensate any external auditor. The audit committee is also available to assistCompany’s auditor De Visser Gray LLP has not provided any material non-audit services during the board if required with matters relating to the appointment of the Company's auditormost recently completed fiscal year. Pre-Approval Policies and the overall scope and results of the audit, internal financial controls, and financial information for publication for various purposes.Procedures The Company has no remuneration committee.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. D.                EmployeesExemptions 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 July 19, 2004,September 24, 2007, Amarc had no employees,direct employees. Amarc’s administrative and contracted staff on an as-need basis. Amarc'sexploration functions are primarily administered through Hunter Dickinson Inc. (see(See Item 7)7- Major Shareholders andRelated Party Transactions). E.                 E. Share Ownership Security Holdings of Directors and Senior Management As at July 19, 2004,September 24, 2007, the directors and officers of Amarc and their affiliates, directly and indirectly, own or control as a group an aggregate of 2,170,50012,099,917 common shares have been reserved(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 Shares David 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. - 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 following employee, director, executive officer and service provider stock options: - 35 - (a)Incentive Options   Number of  Exercise  Date of      Shares  Price (C$)  Grant  Expiry Date  Directors and Officers of the          Company and its Subsidiaries  800,000  0.31  Oct 29, 2003  Mar 21, 2005    800,000        Employees and Service          Providers  67,000  0.18  Dec 10, 2002  Dec 20, 2004    7,000  0.17  May 8, 2004  May 9, 2005    1,198,000  0.31  Oct 29, 2003  Mar 21, 2005    25,500  0.36  Nov 25, 2003  Mar 21, 2005    73,000  0.49  Nov 25, 2003  Mar 21, 2005    1,370,500        (b) Share Incentive Plan In order to provide incentive to directors, officers employees, management and others who provide services to Amarc to act in the best interests of Amarc, Amarc has adopted a Share Incentive Plan, (the "2002 Plan"). The Plan was approved by shareholders at Amarc's annual general meeting held on September 26, 2002. Under the Plan, a total of 2,970,000 shares of Amarc were reserved forCompany’s share incentive options to be granted at the discretion of Amarc's board of directors to eligible optionees (the "Optionees"). As of July 19, 2004 a total of 2,170,500 share incentive options were outstanding under the Plan of which 800,000 options are of those granted to insiders. The following are the material terms of the 2002 Plan. Eligible Optionees Under the policies of TSX Venture, to be eligible for the issuance of a stock option under the 2002 Plan an Optionee must either be a director, officer, employee, consultant or an employee of a company providing management or other services to Amarc or its subsidiary at the time the option is granted. Options may be granted only to an individual or to a company that is wholly-owned by individuals eligible for an option grant. If the option is granted to a company, Amarc must provide TSX Venture with an undertaking that it will not permit any transfer of its shares, nor issue further shares, to any other individual or entity as long as the incentive stock option remains in effect without the consent of TSX Venture. Material Terms of the Plan The following is a summary of the material terms of the 2002 Plan:plan, described below. (a) Incentive Options– none outstanding   (a)  all options granted under(b) Share Incentive Plan In order to provide incentive to directors, officers, employees, management and others who provide services to the 2002Company to act in the best interests of the Company, the Company has adopted a Share Incentive Plan are non-assignable and non-transferable and for(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 periodrolling percentage of up to 10 years; (b)      for stock10% of the Company's outstanding common shares, calculated from time to time. Pursuant to the Plan, if outstanding options grantedare exercised, or expire, or the number of issued and outstanding common shares of the Company increases, the number of options available to employees or service providers (inclusive of management company employees), Amarc is required to represent thatgrant under the proposed Optionee is a - 36 - bona fide employee or service provider (inclusive of a management company employee), as the case may be, of Amarc or of any of its subsidiaries; (c)      if an Optionee ceases to be employed by Amarc or to provide services to Amarc (other than as a result of termination with cause) or ceases to act as a director or officer of Amarc or a subsidiary of Amarc, any option held by such Optionee may be exercised within 90 days after the date such Optionee ceases to be employed as an officer or director or, as the case may be, or within 30 days if the Optionee is engaged in investor relations activities and ceases to be employed to provide investor relations activities; (d)      the minimumPlan increases proportionately. The exercise price of aneach option granted underis set by the 2002 Plan must notboard of directors at the time of grant but cannot be less than the closing price for Amarc's common shares as traded onmarket 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, onto be eligible for the last trading day beforeissuance of a stock option under the datePlan 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 less allowable discounts as permitted byto a non-individual, the company must provide the TSX Venture with an undertaking that it will not permit any transfer of upits securities, nor issue further securities, to 25%; and any other individual or entity as long as the incentive stock option remains in effect without the consent of the TSX Venture.   (e)  no Optionee can be Insider Limitations The number of shares reserved for issuance under options granted an option or options to purchase more than 5%insiders may exceed 10% of the outstanding listedissued shares, of Amarc inand, within a one year period. Amarc will obtain "disinterested" shareholders' approval (described below) if: (a)      twelve month period, the number of options granted to Insiders of Amarc exceedsinsiders may exceed 10% of Amarc's outstanding listed shares; or (b)      the aggregate number of options granted to Insiders of Amarc within a one year period exceeds 10% of Amarc's outstanding listed shares; or (c)      the number of options granted to any one Insider and such Insider's associates within a one year period exceeds 5% of Amarc's outstanding listed shares; or (d)      Amarc is decreasing the exercise price of options previously granted to Insiders.issued shares. - 51 - Disinterested Shareholder Approval If options are granted by Amarc underIn accordance with the 2002requirements of the TSX Venture and the terms of the Plan, which trigger the requirement for disinterested shareholder approval ("DSA Options"),was received at the DSA Options will be presented to shareholders of Amarc for approval at Amarc's annual general meeting to be held in 2004. No DSA Options can be exercised by the Optionee until disinterested shareholder approval has been obtained.Meeting. "Disinterested shareholder approval"Shareholder Approval" means the approval by a majority of the votes cast by all shareholders of Amarcthe Company at the shareholders' meetingMeeting excluding votes attached to listed shares beneficially owned by "Insiders"insiders of Amarc (generally officers and directors)the Company to whom the DSA Optionsoptions have been granted under the 2002 Planexisting plan and Associatesassociates of those Insiders.insiders. - 3752 - ITEM 7 ITEM 7       MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS A. Major Shareholders Major Shareholders A.                MajorAmarc 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 Amarc'sAs 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,form. However, the majority of such shares are registered in the name of intermediaries such as brokerage houses and clearing houses on(on behalf of their respective brokerage clients, andclients). Amarc does not have knowledge or access to information aboutthe identities of the beneficial owners thereof. 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 corporation or foreign government. Assubsequent date, may result in a change in control of July 19, 2004, Amarc had authorized 100,000,000 common shares without par value of which 44,825,309 were issued and outstanding.Amarc. As of July 19, 2004,Insider Reports under the only registered holder of 5% or more of the common shares of Amarc were brokerage clearing houses. As of July 19, 2004, directors and officers of Amarc as a group (5 persons) owned or controlled an aggregate of 7,521,917 shares (16.8%) of Amarc, or 9,079,786 shares (13%) on a fully diluted basis.British Columbia Securities Act Under the British ColumbiaSecurities Act,insiders "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 ten10 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 atwww.sedi.ca. The public is able to access these reports atwww.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 atwww.sedi.cadoes 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) enterprises directly or indirectly through one or more intermediaries, controlling or controlled by or under common control with Amarc; (b) associates of Amarc (unconsolidated enterprises in which Amarc has significant influence or which has significant influence over Amarc) including shareholders beneficially owning 10% or more of the outstanding shares of Amarc; (c) individuals owning, directly or indirectly, shares of Amarc that gives them significant influence over Amarc and close members of such individuals families; (d) key management personnel (persons having authority in responsibility for planning, directing and controlling the activities of Amarc including directors and senior management and close members of such directors and senior management); or (e) enterprises in which a substantial voting interest is owned, directly or indirectly, by any person described in (c) or (d) or over which such a person is able to exercise significant influence. Hunter Dickinson 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 at July 19, 2004,an umbrella organization, HDI provides, both cost and expertise advantages to the bestcompanies 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 Company's knowledge,group has contacts in financial markets, primarily in North America, Europe and Asia. Amarc’s business relationship with HDI consists of utilizing the following isservices described above. HDI provides these services to Amarc which include the geographic distributionservices of shareholders. Shares registered in intermediaries were assumedAmarc’s President and CEO, pursuant to be held by residentsa 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 same country in whichboards of directors within the clearing house was located.   Number of registered  Number of common    Location  shareholders  shares held  %  Canada  38  40,047,869  89.4  United States  13  2,121,139  4.7  Other countries  13  2,656,301  5.9  Total  64  44,825,309  100.00  B.                Related Party Transactions No director or senior officer,group, certain members of management and no associate or affiliatethe board of directors of Amarc are also members of the foregoing persons,board directors of HDI. HDI's arrangements are also flexible enough that it is able to defer collection of monthly service invoices and no insideron occasion, where surplus funds are available to HDI, make short term advances to members of the group. Amarc has or has had any material interest, direct or indirect,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 any other transactions, orcommon 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 any other proposed transaction, which in either such case has materially affected or will materially affect Amarc or its predecessors duringcommon shares of Rockwell, based upon the ten day average closing price, less a 10% discount. For the year ended March 31, 2004 except as follows: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. (a)      Hunter Dickinson Inc. ("HDI"), is one of the largest independent mining exploration groups in North America and as of July 19, 2004, employs or retains on a substantially full-time basis, twenty-seven geoscientists (of which nine are professional geologists/PGeo, and seven are geological engineers/PEng and two are PhD's), six licensed professional mining, mechanical or civil engineers (PEng), three environmental specialists (one of which is a PAg, and one who is a PEng) seven accountants (including four CAs, one CGA, and one CMA) and twenty-three 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. - 3855 - administrative and support personnel. It has supervised mineral exploration projects in Canada (British Columbia, Manitoba, Ontario, Quebec, and Yukon) and internationally in Brazil, Chile, the United States, Mexico and South Africa. HDI allocates the cost of staff input into projects such as the Inde Project based on the time records of the personnel involved. Costs of such personnel and third party contractors are billed to the participating public companies on a full cost recovery basis (inclusive of HDI staff costs and overhead) for amounts that are considered by the Company's management to be competitive with arm's-length suppliers. The shares of HDI are owned by each of the participating public corporations (including the Company) for as long as HDI's services are being retained by such participating company. However, a corporation surrenders its single share of HDI at the time of termination of the standard form of services agreement. The agreement can be cancelled on 30 days' notice. HDI is managed by the directors, who are generally the controlling directors of the Company and the other corporate participants in the arrangements with of HDI. (b)      Geological Management and Administration Services Agreement dated for reference the 31st day of December 1996 pursuant to which HDI provides geological, corporate development management and administrative services to, and incurs third-party costs on behalf of, the Company on a full cost recovery basis which is believed by the Company's management to be at a cost that is competitive with arm's length suppliers. During the fiscal year ended March 31, 2004 the Company paid $502,474 to HDI for services pursuant to this Agreement. (c)      Inde Prospect Agreement Under a Mineral Transfer Agreement dated November 15, 2001, Hunter Dickinson Group Inc. ("HDGI" see below) assigned to Amarc 100% of HDGI's interest in the Inde Prospect option in consideration of the payment by Amarc to HDGI of $1 and the repayment of HDGI's costs incurred on the Inde Prospect to that date in the amount of approximately US$400,000. The US$400,000 was reimbursement for the first and second option payments paid to the owner of the Inde Prospect concession (totalling US$225,000), payment for the purchase two claims (US$50,000) plus value added tax for both of these transactions (US$41,000), plus reimbursement of geological work and staking of additional claims of US$84,000. These amounts were fully paid by Amarc during 2002. (d)      CEC Engineering Ltd. is a private company controlled by a director, that provides engineering and project management services to the Company based on the fair market value of those services. During the year ended March 31, 2004, the Company paid $nil (year ended March 31, 2003 - $10,123) to CEC Engineering Ltd for such services. (e)      United Mineral Services Ltd. ("UMS") is a private company owned by a director. The Company acquired the 2,000 hectare RAD claims by paying the $8,000 staking cost which had been paid for by UMS and acquired the Buck claims by paying $65,929, the cost of staking the property and line cutting, which had been paid by UMS. No director or officerManagement / 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 has been indebted toparticipated in this private placement, acquiring in aggregate 2,740,000 units. To the date of this Annual Report, informed persons of the Company at any time duringparticipated in the last three fiscal years. C.                Interestsprivate placement of Experts and Counselthe units as follows: Informed Person Participation Amount Units Robert Dickinson $ 470,000 940,000 Jeffrey Mason $ 700,000 1,400,000 Ronald Thiessen $ 200,000 400,000 C. Interests of Experts and Counsel Not applicable. - 3956 - ITEM 8       FINANCIAL INFORMATION A.                 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 Other Financial Information See "Item 17 Financial Statements".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'sAmarc’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 B. Significant Changes There have been no significant changes to the business of Amarcaccompanying financial statements since March 31, 2004.2007, except as disclosed in this Annual Report on Form 20-F. - 4057 - ITEM 9       THE OFFER AND LISTING A.                Offer and Listing Details ITEM 9 THE OFFER AND LISTING A. Offer and Listing Details Trading Markets       OTCBB Exchange        (trading commenced    TSX Venture Exchange  June 2004)    Canadian Dollars     United States Dollars    High  Low                 High  Low  Five most recent financial years          Fiscal 2000  1.25  0.42      Fiscal 2001  1.00  0.52      Fiscal 2002  0.75  0.37      Fiscal 2003  0.89  0.15      Fiscal 2004  0.99  0.11      Fiscal 2005 (to July 19)  0.75  0.47                   0.60  0.34            Two most recent financial years by quarter          Quarter ended June 30, 2002  0.89  0.55      Quarter ended September 30, 2002  0.65  0.16      Quarter ended December 31, 2002  0.24  0.15      Quarter ended March 31, 2003  0.38  0.18      Quarter ended June 30, 2003  0.20  0.11      Quarter ended September 30, 2003  0.28  0.14      Quarter ended December 31, 2003  0.83  0.24      Quarter ended March 31, 2004  0.99  0.65                Latest six months          February 2004  0.85  0.67      March 2004  0.80  0.65      April 2004  0.75  0.56      May 2004  0.70  0.47      June 2004  0.59  0.49                   0.60  0.34  July 2004 (to July 19)  0.66  0.53                   0.44  0.34  B.                PlanAmarc’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 Distributionthe Company's common shares on the TSX Venture Exchange and on the OTC Bulletin Board.   TSX Venture Exchange OTCBB             High Low High Low Fiscal (Cdn$) (Cdn$) (US$) (US$) 2007 0.60 0.30 0.51 0.20 2006 0.47 0.22 0.38 0.20 2005 0.75 0.43 0.60 0.34 2004 0.99 0.11 N/A N/A 2003 0.89 0.15 N/A N/A   TSX Venture Exchange OTCBB             High Low High Low Quarter (Cdn$) (Cdn$) (US$) (US$) Q1, 2008 0.70 0.45 0.65 0.40 Q4, 2007 0.60 0.41 0.51 0.27 Q3, 2007 0.48 0.30 0.40 0.20 Q2, 2007 0.39 0.31 0.35 0.28 Q1, 2007 0.50 0.35 0.46 0.30 Q4, 2006 0.44 0.28 0.38 0.20 Q3, 2006 0.40 0.22 0.35 0.20 Q2, 2006 0.40 0.27 0.35 0.21 Q1, 2006 0.47 0.32 0.38 0.24 - 58 -   TSX Venture Exchange OTCBB             High Low High Low Month (Cdn$) (Cdn$) (US$) (US$)                     September 2007 (up to 0.60 0.53 0.59 0.50 September 24, 2007)                   August 2007 0.72 0.51 0.75 0.47 July 2007 0.72 0.63 0.75 0.57 June 2007 0.68 0.61 0.65 0.57 May 2007 0.70 0.57 0.63 0.51 April 2007 0.59 0.45 0.51 0.40 B. Plan of Distribution Not applicable. C.                Markets C. Markets The shares of Amarc have traded in Canada on the TSX Venture Exchange (successor Exchange to(formerly the Canadian Venture Exchange and successor to the Vancouver Stock Exchanges)Exchange) since August 1995 under the trading symbol AHR, andAHR. Amarc’s shares have traded on the Over-The-Counter-Bulletin-Board (OTCBB) since June 2004OTC-BB under the symbol AXREF.AXREF, since June 2004. - 41 - D.                Selling Shareholders D. Selling Shareholders Not applicable. E.                Dilution E. Dilution Not applicable. F.                Expenses of the Issue F. Expenses of the Issue Not applicable. - 4259 - ITEM 10 ADDITIONAL INFORMATION A. Share Capital ITEM 10     ADDITIONAL INFORMATION A.                Share Capital Amarc's share capital consists of one class only, namely common shares without par value, of which 100,000,000 shares are authorized and 44,825,309 common shares without par value are issued and outstanding as of July 19, 2004. The notes to the accompanying audited financial statements provide details of all share issuances affected by Amarc (and the issue price per share) for the three previous fiscal years. There are no shares of Amarc that are held by or on behalf of Amarc. There have been no changes in the classification of common shares (reclassifications, consolidations, reverse splits or the like) within the previous five years. All common shares of Amarc rank pari passu for the payment of any dividends and distributions in the event of a windup. A summary of Amarc's dilutive securities (convertible or exercisable into common shares) is as follows: (a) Warrants The following share purchase warrants are outstanding as of the date hereof. All warrants were issued as part of unit private placements comprising a share and a warrant. All warrants are non-transferable. No. of Warrants(1)    Exercise Price    Expiry Date  8,002,084    $0.60   December 31, 2004  12,643,332    $0.34   December 31, 2005  2,000,000    $0.85   March 9, 2005  Notes: (1) Each warrant is exercisable into one common share of Amarc. Other Potential Share Issuances A summary of Amarc's diluted share capital is as followsNot applicable. B. Issued asMemorandum and Articles of July 19, 2004  44,825,309  Options outstanding  2,170,500  Warrants outstanding  22,645,416  Total 69,641,225  Association See Item 6 for information regarding Amarc's Share Incentive Plan. B.                Memorandum and Articles of Association Amarc'sAmarc’s corporate constituting documents comprising Articles of Association and Memorandum are registered with the British Columbia Registrar of Companies under Corporation No. 292963 and were436691. A copy of the Company’s original Articles of Association was filed pursuant toas an exhibit with Amarc’s initial registration statement on Form 20-F. In March 2004, theCompany Act of British Columbia. In March 2004 the Province of British Columbia adopted an updated corporate statute called(British Columbia) (the “BCCA”) was replaced by theBusiness Corporations Act (British Columbia) (the “BCA”). The Company, like all other British ColumbiaAll companies isincorporated under the BCCA were required within two years to "transition" itself with respect to certain corporate matters,complete a transition application to the provisions ofBusiness Corporations Act. This transition is currently under way and is not expected to result in significant changes to the laws applicable to the Company.BCA by March 29, 2006. The Company will, subject to shareholder approval at its next Annual and Extraordinary Meeting of Shareholders, increase its authorized share capital to an unlimited number from the currently fixed number. - 43 - A copydirectors of the Articles of Association and Memorandum are filed as an exhibitCompany authorized the Company to file a transition application with the initial registration statementRegistrar of Companies and to comply with the BCA. Accordingly, the Company filed a Notice of Articles on Form 20-F filed in June 2002 (see Item 19). ObjectsOctober 2, 2004. The BCA approved the Company’s Notice of Articles and Purposes Amarc's Memorandum of Incorporation and Articles of Association ("Articles") do not specify objects or purposes. Under British Columbia corporate law (the British ColumbiaCompany Act or herein "BCCA"), a British Columbia corporation generally has all the legal powers of a natural person. British Columbia corporations may not undertake certain limited business activities such as operating as a trust company or railroad without alterations to its form of articles and specific government consent. Directors – Powers and Limitations Amarc's Articles do not specify a maximum number of directors (the minimum under British Columbia law for a public company is three). The number of directors is fixed, annually,they were also approved by shareholders at the annual Shareholdersgeneral meeting held on October 12, 2005. A summary of certain changes under the new articles was discussed and all directors are elected at that time, there are no staggered directorships. Underfiled in a prior year with the BCCA, directors are obligated to abstain from voting on matters in which they may be financially interested after disclosing in writing such interest. (These statutory provisions regarding conflicts are reiterated in the articles of association of Amarc – See section 12.6 to articles filed with Amarc's initialCompany’s filing on Form 20-F, June 12, 2002, pages 102-103.) Directors' compensation is not a matter on which they must abstain. Directors must be of the age of majority (18), and meet eligibility criteria including being mentally competent, not an un-discharged bankrupt, no fraud related convictions in the previous five years and a majority of directors must be ordinarily resident in Canada. There is no mandatory retirement age either under Amarc's Articles or under the BCCA.20-F. C. Material Contracts Directors' borrowing powers are not generally restricted where the borrowing is in Amarc's best interests, but the directors may not authorize Amarc to provide financial assistance for any reason where Amarc is insolvent or the providing of the guarantee would render it insolvent. Directors need not own any shares of Amarc in order to qualify as directors. The Articles specify that the number of directors shall be the number of directors fixed by shareholders annually or the number, which are actually elected at a general shareholders meeting. The number of directors is determined annually by shareholders at the annual Shareholders meeting and all directors are elected at that time. Under the Articles the directors are entitled between successive annual general meeting to appoint one or more additional directors but not more than one-third of the number of directors fixed or actually elected at the preceding annual shareholders' meeting. Directors automatically retire at the commencement of each annual meeting but may be re-elected thereat. Under the Articles, a director who is any way directly or indirectly interested in a proposed contract or transaction with Amarc or who holds any office or possesses any property whereby directly or indirectly a duty might be created which would conflict with his duty or interest as a director shall declare in writing the nature and extent of such interest in such contract or transaction. A director shall not vote in respect of any such contract or transaction if the company in which he is interested and if he should vote his vote shall not be counted but shall be counted in the quorum present at the meeting. Similarly, under the BCCA directors are obligated to abstain from voting on matters in which they may be financially interested after fully disclosing such interest. Directors must abstain from voting in such circumstances both under the Articles and under the BCCA. Changes to Rights of Common Shareholders Changes to the Articles and memorandum of Amarc require a shareholders' "special resolution" being a resolution passed by not less than 75% of the shares voted in person or by proxy at a duly convened shareholders meeting. Some organic corporate changes including amalgamation with another company, - 44 - sale of substantially all of Amarc's assets, re-domiciling out of the jurisdiction of British Columbia, and creation of new classes of shares not only require such 75% approval but generally also give rise to a dissent right which is the right to be paid the fair value of the stockholder's shares in cash if the required special resolution is actually passed and Amarc elects to proceed with the matter notwithstanding receipt of dissent notices. A notice of a shareholders meeting at which such an organic change action is intended to be considered must include a prominent notice of the dissent right. Dissent provisions are governed by the BCCA and not by the Articles of Amarc. Shareholders Meetings Shareholders meetings are governed by the Articles of Amarc but many important shareholder protections are also contained in theSecurities Act (British Columbia) and the BCCA. The Articles provide that Amarc will hold an annual shareholders' meeting, will provide at least 21 days' notice and will provide for certain procedural matters and rules of order with respect to conduct of the meeting. TheSecurities Act (British Columbia) and the BCCA superimpose requirements that generally provide that shareholders meetings require not less than a 60 day notice period from initial public notice and that Amarc makes a thorough advanced search of intermediary and brokerage registered shareholdings to facilitate communication with beneficial shareholders so that meeting proxy and information materials can be sent via the brokerages to unregistered but beneficial shareholders, The form and content of information circulars and proxies and like matters are governed by theSecurities Act and the BCCA. This legislation specifies the disclosure requirements for the proxy materials and various corporate actions, background information on the nominees for election for director, executive compensation paid in the previous year and full details of any unusual matters or related party transactions. Amarc must hold an annual shareholders meeting open to all shareholders for personal attendance or by proxy at each shareholder's determination. The meeting must be held within 13 months of the previous annual shareholders meeting and must present audited financial statements, the balance sheet of which is no more than 180 days old at such meeting. Shares Fully Paid All Amarc shares must, by applicable law, be issued as fully paid for cash, property or services. They are therefore non-assessable and not subject to further calls for payment. Redemption Amarc has no redeemable securities authorized or issued. Therefore, Amarc has no sinking fund or like security redemption fund. Pre-emptive Rights There are no pre-emptive rights applicable to Amarc which provide a right to any person to participate in offerings of Amarc's equity or other securities Rights to Profits and Liquidation Rights All common shares of Amarc participate rateably in any net profit or loss of Amarc and shares rateably any available assets in the event of a winding up or other liquidation. No Limitation on Foreign Ownership There are no limitations under Amarc's Articles or in the BCCA on the right of persons who are not citizens of Canada to hold or vote common shares. (See also "Exchange Controls" which describe some such restrictions which exist under Canadian law but which will not apply to Amarc due to its small size.) - 45 - Dividends Dividends may be declared by the Board out of available assets and are paid rateably to holders of common shares. No dividend may be paid if Amarc is, or would thereby become, insolvent. Voting Rights Each Amarc share is entitled to one vote on matters to which common shares ordinarily vote including the annual election of directors, appointment of auditors and approval of corporate changes. There are no cumulative voting rights applicable to Amarc. Change in Control Amarc has not implemented any shareholders' rights or other "poison pill" protection against possible take-overs. Amarc does not have any agreements which are triggered by a take-over or other change of control. There are no provisions in its articles triggered by or affected by a change in outstanding shares which gives rise to a change in control. There are no provisions in Amarc's material agreements giving special rights to any person on a change in control. Insider Share Ownership Reporting The articles of Amarc do not require disclosure of share ownership. Share ownership of director nominees must be reported annually in proxy materials sent to Amarc's shareholders. There are no requirements under British Columbia corporate law to report ownership of shares of Amarc but theSecurities Act (British Columbia) requires disclosure of trading by insiders (generally officers, directors and holders of 10% of voting shares) within 10 days of the trade. Controlling shareholders (generally those in excess of 20% of outstanding shares) must provide seven days advance notice of share sales. Securities Act (British Columbia) This statute applies to Amarc and governs matters typically pertaining to public securities such as continuous quarterly financial reporting, immediate disclosure of material changes, insider trade reporting, take-over protections to ensure fair and equal treatment of all shareholders, exemption and resale rules pertaining to non-prospectus securities issuances as well as civil liability for certain misrepresentations, disciplinary, appeal and discretionary ruling matters. All Amarc shareholders regardless of residence have equal rights under this legislation. Amarc's Mexican Subsidiaries Compania Minera Amarc SA de CV ("Minera Amarc") Minera Amarc is Amarc's wholly owned subsidiary incorporated under the laws of Mexico in the Mexico City Federal District by registration of incorporation documents under No. 72438 on October 4, 1996. A copy of the "Efectos Fiscales de la Escritura Que Contiene La Constitucion de Compania Minera Amarc, Sociedad Anonima de Capital Variable" together with an unofficial English translation of the bylaws are filed as an exhibit with Amarc's initial registration statement on Form 20-F. (See Item 19.) Objects and Purposes The objects or purposes specified Minera Amarc's By-laws ("By-Laws") include acquiring mineral properties for exploration and exploitation as well as activities of a general corporate nature. The ByLaws state that Minera Amarc is a Mexican company and that its activities will be governed under Mexican law. Minera Amarc is permitted to set up offices anywhere in Mexico. - 46 - Capital Stock and Shares Minera Amarc may issue an unlimited number of common, registered shares with no par value, subject to a minimum of 50,000 shares. The By-Law govern changes to Minera Amarc's share capital. The 50,000 shares were issued for US$1.00, of which 49,999 are held by Amarc, with one share being held by a representative of Amarc's Mexican legal counsel, as is customary in Mexico, to effect a local agent for service of process as a shareholder. Directors – Powers and Limitations The directors and officers of Minera Amarc are the directors of Amarc. The company has a Secretary and a Secretary Pro Tem, an office filed by a representative of Amarc's Mexican attorney, as is customary in Mexico. The By-Laws govern the actions and authority of the board of directors. The number of permanent directors of Minera Amarc is eight (8). These directors include the six (6) directors of Amarc plus a Mexican lawyer who is counsel to Minera Amarc and another Canadian person. Shareholders The By-Laws govern the rights of shareholders including the notice of and conduct of meetings of shareholders of Minera Amarc. Administration Articles 13, 16, 17, 18, 19 and 20 of the By-Laws outline the administrative activities of Minera Amarc including dissolution and winding up of the company. Amarc Exploraciones Mineras SA de CV ("Amarc Exploraciones") (formerly "HD Group Mexico, SA de CV") Amarc Exploraciones is Amarc's wholly owned subsidiary incorporated under the laws of Mexico in the Mexico City Federal District by registration of incorporation documents under No. 74,519 on February 14, 2002. A copy of its constating document "Efectos Fiscales de la Escritura Que Contiene La Constitucion de Compania Minera Amarc, Sociedad Anonima de Capital Variable" is not attached hereto as it is identical to that of Minera Amarc described above and included as an exhibit to Amarc's initial 20-F filing. (See Exhibits.) Objects and Purposes The objects or purposes specified Amarc Exploraciones' By-laws ("By-Laws") include acquiring mineral properties for exploration and exploitation as well as activities of a general corporate nature. The ByLaws state that Amarc Exploraciones is a Mexican company and that its activities will be governed under Mexican law. Amarc Exploraciones is permitted to set up offices anywhere in Mexico. Capital Stock and Shares Amarc Exploraciones may issue an unlimited number of common, registered shares with no par value, subject to a minimum of 50,000 shares. The By-Law govern changes to Amarc Exploraciones' share capital. The 50,000 shares were issued for US$1.00, of which 49,999 are held by Amarc, with one share being held by a representative of Amarc's Mexican legal counsel, as is customary in Mexico, to effect a local agent for service of process as a shareholder. - 47 - Directors – Powers and Limitations The directors and officers of Amarc Exploraciones are the directors of Amarc. The company has a Secretary and a Secretary Pro Tem, an office filed by a representative of Amarc's Mexican attorney, as is customary in Mexico. The By-Laws govern the actions and authority of the board of directors. The number of permanent directors of Amarc Exploraciones is eight (4). These directors include two (2) directors of Amarc plus a Mexican lawyer who is counsel to Amarc Exploraciones and another Canadian person. Shareholders The By-Laws govern the rights of shareholders including the notice of and conduct of meetings of shareholders of Amarc Exploraciones. Administration Articles 13, 16, 17, 18, 19 and 20 of the By-Laws outline the administrative activities of Amarc Exploraciones including dissolution and winding up of the company. C.                Material Contracts Amarc'sAmarc’s material contracts as of March 31, 2004 are:September 24, 2007: (a) Mineral Properties Transfer Agreement dated November 15, 2001, whereby Amarc was assigned an option from Parral originally dated March 13, 2001 whereby Amarc can purchase 100% of the mineral concession which represents the legal title to the Inde Prospect by making cash payments of US$4 million which agreement is described in Item 4. (b)      Amendments dated August 22 and September 6, 2002 to the Inde Option described in (a). (c)      Geological Management and Administration Services Agreement with Hunter Dickinson Inc. ("HDI"(“HDI”) dated for reference December 31, 1996 whereby HDI provides geological, exploration and administrative services to Amarc. (See1996.See Item 7.)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) Bugambilias Agreement Tulox property sale agreement, dated NovemberMay 7, 2003, whereby Minera Bugambilias SA de CV can earn up to a 70% interest in the Inde Property by exercising two options.2007. See Exhibit 4.5.
D.	D.                Exchange Controls