Title of Each Class                                                                   Name of each exchange on which registered- 2 -

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

Common shares, no par valuevalue

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

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

47,737,14252,459,473 common shares as of March 31, 20052006

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

Indicate by check mark whether Registrant is a large accelerated filer, an accelerated filer, or a non-a
Yes x  No ¨ccelerated 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[X]   Item 18 ¨[   ]

If this is an annual report, indicate by check mark whether Registrant is a shell company (as defined in Rule
126-2 of the Exchange Act).
Yes [   ]   No  [X]

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

Indicate by check mark whether Registrant has filed all documents and reports required to be filed by
Sections 12, 13 or 15(d) of theSecurities Exchange Act of 1934subsequent to the distribution of
securities under a plan confirmed by a court.
Not applicable

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T A B L E   O F   C O N T E N T S

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GENERAL

In this Annual Report on Form 20-F, all references to “We”, “Amarc” and the “Company” refer to Amarc Resources Ltd. and its consolidated subsidiaries. Certain terms used herein are defined in the text and others are included in this glossary of terms.

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

Except as noted, the information set forth in this Annual Report is as of August 31, 2005September 30, 2006 and all information included in this document should only be considered correct as of such date.

References to this “Annual Report” mean references to this Annual Report on Form 20-F for the year ended March 31, 2005.2006.

GLOSSARY OF TERMS

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

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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”,

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

• general economic and business conditions, including changes in interest rates;

• prices of natural resources, costs associated with mineral exploration and other economic conditions;

• natural phenomena;

• actions by government authorities, including changes in government regulation;

• uncertainties associated with legal proceedings;

• changes in the resources market;

• future decisions by management in response to changing conditions;

• the Company’s ability to execute prospective business plans; and misjudgments in the course of preparing forward-looking statements.

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

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PART I

A.           DIRECTORS AND SENIOR MANAGEMENT

Not applicable.

B.           ADVISORS

Not applicable.

C.           AUDITOR

Not applicable.

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Not Applicable.

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A.           SELECTED FINANCIAL DATA

The following tables summarize selected financial data for Amarc extracted from the Company's audited consolidated financial statements and related notes included in this Annual Report. This

The Company’s annual financial information is stated in Canadian dollars.statements have been audited by its current independent registered public accounting firm, De Visser Gray, Chartered Accountants. Information is provided both in accordance with Canadian generally accepted accounting principles (“Canadian GAAP”) and accounting principals generally accepted in the United States generally accepted accounting principalsof America (“US GAAP”). This information should be read in conjunction with the Company's consolidated financial statements and with the information appearing under the heading “Item 5 – Operating and Financial Review and Prospects”. The Company's consolidated financial statements have been prepared in accordance with Canadian GAAP and are stated in Canadian dollars. Note 1110 to the Company's consolidated financial statements provides descriptions of the principal differences between Canadian GAAP and US GAAP as they relate to us and reconciliation of the Company's consolidated financial statements to US GAAP.

BALANCE SHEET DATA

- 1012 -

STATEMENT OF OPERATIONS DATA

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Notes:

The Company has not declared any cash or other dividends.

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Currency and Exchange Rates

On September 30, 2006, the Federal Reserve noon rate for Canadian Dollars was US$1.00 to Cdn$1.1153. The following table setstables set out the exchange rates, for one United States dollar (“US$”), expressed in terms of Canadian dollars (“Cdn$”), for each of the last five financial years calculated using the average of the exchange rates on the last day of each month in such periods.

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

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

The exchange rates disclosed above based on the noon rates as the nominal quotations by the Bank of Canada.Canada website (www.bankofcanada.ca) for the conversion of Canadian Dollars into U.S. Dollars.

B.          Capitalization and Indebtedness

Not applicable.

C.           Reasons for the Offer and Use of Proceeds

Not applicable.

D.          Risk Factors

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

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

Resource exploration is a speculative business and involves a high degree of risk. There is no known body of commercial ore on any of the Company's mineral properties and there is no certainty that the expenditures to be made by us in the exploration of the Company's mineral properties will result in

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discoveries of commercial quantities of minerals. The exploration for and development of mineral deposits involves significant risks, which even a combination of careful evaluation, experience and knowledge may not eliminate. Although the discovery of an ore body may result in substantial rewards, few properties explored are ultimately developed into producing mines. Significant expenditures may be required to locate and establish ore reserves, to develop metallurgical processes and to construct mining and processing facilities at a particular site. It is impossible to ensure that the current exploration programs planned by us will result in a profitable commercial mining operation. Significant capital investment is required to achieve commercial production from successful exploration efforts.

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

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

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

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

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

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

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

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

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

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

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

Although at March 31, 20052006 the Company had working capital of approximately $7.0$4.8 million, the costs required to complete exploration and development of the Company's projects may be well in excess of this amount. Accordingly, unless additional funding is obtained, the going concern assumption may have to change and the Company's assets may have to be written down to asset prices realizable in insolvency or distress circumstances.

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

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

• Sales or leasing of gold by governments and central banks;

• A strong U.S. dollar;

• Global and regional recession or reduced economic activity;

• Speculative trading;

• Decreased demand for industrial uses, use in jewellery or investment;

• High supply from production, disinvestment and scrap;

• Sales by producers in forward transactions and other hedging transactions; and

• Devaluing local currencies (relative to gold priced in U.S. dollars) leading to lower production costs and higher production in certain regions.

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

In addition, sustained low gold or copper prices can:

• Reduce revenues further through production cutbacks due to cessation of the mining of deposits or portions of deposits that have become uneconomic at the then-prevailing gold or copper price;

• Halt or delay the development of new projects;

• Reduce funds available for exploration, with the result that depleted reserves are not replaced; or

• Reduce existing reserves, by removing ores from reserves that cannot be economically mined or treated at prevailing prices.

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Mining operations generally involve a high degree of risk.

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

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

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

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

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

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

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

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

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

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

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

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

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

The Company’s share price has historically been volatile.

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

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

Some of the Company's directors and officers are engaged, and will continue to be engaged, in the search for additional business opportunities on their own behalf and on behalf of other companies, and situations may arise where these directors and officers will be in direct competition with us. Conflicts, if any, will be dealt with in accordance with the relevant provisions of the British ColumbiaBusiness Corporations Act. In order to avoid the possible conflict of interest which may arise between the directors’ duties to

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Amarc and their duties to the other companies on whose boards they serve, the Company's directors and officers have agreed that participation in other business ventures offered to them will be allocated between the various companies on the basis of prudent business judgment, and the relative financial abilities and needs of the companies to participate.

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

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

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

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

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convertible security. The effect of additional issuances of equity securities will result in the dilution of existing shareholders.shareholders’ percentage ownership interests.

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

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

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

As of September 30, 2006 Amarc has a significant number ofno share purchase options and warrants outstanding,outstanding. However, Amarc does have a share purchase option plan which allows the management to issue options to its employee and non employee based on the policies of the Company. If the options are issued, they will likely act as an upside damper on the trading range of the Company's shares. As a consequence of the passage of time since the date of their original sale and issuance, none of the Company's shares remain subject to any hold period restrictions in Canada or the United States as of August 31, 2005.States. The unrestricted resale of outstanding shares from the exercise of dilutive securities may have a depressing effect on the market for the Company's shares. Dilutive securities represent approximately 29.5% of the Company's currently issued shares.

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A.           HISTORY AND DEVELOPMENT OF THE COMPANY

NAME, INCORPORATION AND OFFICES

Incorporation

Amarc Resources Ltd. was incorporated on February 2, 1993, pursuant to theCompany Act (British Columbia Canada) (the “BCCA”), as “Patriot Resources Ltd.” and changed its name on January 26, 1994 to “Amarc Resources Ltd.” The BCCA was replaced by 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.

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Offices

The head office of Amarc is located at Suite 1020, 800 West Pender Street, Vancouver, British Columbia, Canada V6C 2V6, telephone (604) 684-6365, facsimile (604) 684-8092. The Company's registered office is 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 business of mineral exploration since incorporation. The Company is presently engaged in active exploration of a number of other early stage exploration properties, located in British Columbia, Canada, including the Max Property, located north of Kamloops, British Columbia.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:

Historical Exploration Activities

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

Inde Prospect, Durango, Mexico

In November 2001, Amarc obtained an option to acquire the Inde Prospect located in Durango, Mexico. The Inde property comprised approximately 270 hectares located in Durango State, Mexico, and

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

Fox River Prospect, Manitoba, Canada

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

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Buck Property, British Columbia, Canada

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

In July 2004, the Company reached an option agreement with Chatworth Resources Inc. (“Chatworth”) (then,, then GMD Resource Corp.), pursuant to which Chatworth can earn a 50% interest in the Buck projectclaims by (i) issuing 100,000 units comprised of 100,000 common shares of Chatworth at a deemed price of $0.05 per share, (ii)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, and (iii)(ii) incurring exploration expenditures totaling $500,000 over five years, with a minimum annual expenditure of $100,000. The

Upon acceptance of the option agreement by the TSX Venture Exchange on July 16, 2004, 100,000 common shares and 100,000 warrants of Chatworth were received in September 2004.by the Company. The 100,000 pre-consolidation Chatworth subsequentlyshares, with a value of $5,000, were credited against the acquisition cost of the property. Subsequently, Chatworth completed a 6-for-1 share consolidation. The fair value of the Chatworth warrants was estimated on the TSXV acceptance date at $5,000 and has been credited against the acquisition cost of the property.

Additional workChatworth did not perform its obligations under the July 2004 option agreement causing the agreement to lapse. Chatworth had since amalgamated with ComWest Capital Corp. to form ComWest Enterprise Corp. In November 2005, Chatworth amalgamated with ComWest Capital Corp. to form ComWest Enterprise Corp. (“ComWest”). Under the amalgamation agreement, the Company’s 16,667 post-consolidated Chatworth warrants (100,000 pre-consolidation) were exchanged for 12,426 ComWest warrants, which entitled the Company to acquire a ComWest Class “B” voting common share at $1.207 per share until July 16, 2006. These warrants expired unexercised.

Although largely overburden covered, the property is plannedindicated to be underlain by ChatworthJurassic Hazelton Group and Cretaceous to Tertiary Ootsa Lake Group volcanic rocks, intruded by Late Cretaceous Bulkley formation intrusive rocks. This setting is similar to the setting that hosted the Equity Silver deposit, a past

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producer of Placer Dome, located approximately 25 kilometers southeast of the Buck property. The Equity Silver mine produced 93,000 tons of copper, 71.4 million ounces of silver and 0.5 million ounces of gold from 33.8 million tones of ore during calendar 2005.the period 1980 to 1994. Two geophysical (induced polarization chargeability) anomalies are known to occur on the property.

The Company has allowed the property to lapse.

RAD Property, British Columbia, Canada

In January 2004, the Company entered into an agreement to acquire a 100% interest in the RAD mineral property. The 2,000 hectare property located 250 kilometers west of Williams Lake, was acquired from United Mineral Services Ltd., a private company owned by a director of the Company, by reimbursing the $8,000 staking cost. cost of $8,000.

The 2,000 hectare RAD property, located 250 kilometers west of Williams Lake, 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 has no current plans to conduct further exploration work on this property. The Company continuesallow the property to maintain the RAD property in good standing.lapse.

Sitka Property, British Columbia, Canada

In January 2004, the Company entered into an agreement to acquire a 100% interest in the Sitka property by paying $20,000 in cash and by the issuance of 80,000 shares of the Company to an arm's length party.

The 1,275 hectare Sitka Gold property ("Sitka"), located 30 kilometers northeast of Port Hardy, was acquiredcontains structurally controlled gold bearing quartz veins hosted by AmarcDevonian to Jurassic rocks, enclosed in January 2004 for $20,000a roof pendant in cash and by issuing 80,000 common sharesthe Jurassic to Cretaceous Coast Plutonic Complex. A review of the Company to an arm's length party. During February 2004 to August 2004,existing exploration information on the Company conducted technical reviews ofproperty was performed and it was determined that the Sitka property. The Company has no current plans to conductproperty did not warrant further exploration work on this property.

by the Company. The Company continuesproperty has been allowed to maintain the Sitka property in good standing.lapse.

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

In January 2004, the Company entered into agreementsan agreement to acquire a 100% interest in the Bob and JMDNechako mineral properties.property. The 1,2001,300 hectare Bob and the adjacent 100 hectare JMD properties,Nechako property, located 80 kilometers west of Quesnel, werewas acquired by issuing a total of 200,000 common shares of the Company to two arm's length parties. Of these 200,000 common shares, 50,000 are held in reservewere 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.expenditures on the property.

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

- 20 -company, a condition that Endurance Gold 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. $11,500 was credited against the acquisition cost of the property.

At the end of the option period, the Company and Endurance Gold maycould enter into a joint venture to develop the property with the Company owning 40% and Endurance Gold owning 60%. The two arm's

- 22 -

length parties from whom the property was acquired waived thetheir right to the 50,000 common shares held in reserve.of the Company referred to above.

InSince January 2005, Endurance Gold stakedregistered an additional 2,0473,275 hectares of mineral claims within the area of common interest surrounding the property whichproperty. These will form part of the property and beare subject to the terms of the agreement with Endurance Gold.

AdditionalEndurance Gold has performed geologic, 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 has completed the $250,000 exploration expenditure requirement of the option agreement. The Company received an additional payment of 200,000 common shares of Endurance in December 2005. Endurance has therefore completed its requirements for vesting its 60% interest in the property.

The Company reviewed the 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 has been reduced to 32.61% .

The property is underlain by Cretaceous sedimentary rocks. Exploration work is planned by Endurance during calendar 2005.has identified a large area of epithermal alteration with anomalous gold and gold indicator element mineralization as exhibited from soil and rock chip samples.

GBR Property, British Columbia, Canada

In April 2004, the Company entered into an agreement to acquire the 1,000 hectare GBR Property located approximately 70 kilometers northwest of Dease Lake.Lake on the Golden Bear Road. The Company had the option to acquire a 100% interest in the claims subject to a net smelter royalty (“NSR”) of 2%, from the Iskut North Syndicate, an arm's length party, by making cash payments totaling $225,000, of which $15,000 has beenwas paid, and by issuing 450,000 common shares of the Company, of which 30,000 were issued during the fiscal year ended March 31, 2005. The property was also subject to a 2% net smelter royalty (“NSR”) which the Company, at its option, could have been issued.purchased for $2 million. The Company staked an additional 5,825 hectares in 28 claims to add to the property within the area of common interest that became subject to the terms of the agreement.

Previous exploration activities on the GBR property had identified large copper and gold soil geochemical anomalies. The Company began a first phase exploration program in June 2004, consisting of geological mapping, approximately 62 line-kilometers of geochemical grids and 47 line-kilometers of ground geophysical surveys (induced polarization and magnetometer).

Results of the programs were reviewed and deemed not to be sufficiently positive to warrant further exploration on the property by the Company. In March 2005, the Company notified the Iskut North Syndicate of its intention to terminate the option. In May 2005, the Company terminated the GBR agreement after filing the requisite assessment work onwith the claims.British Columbia government to keep the claims in good standing. The Company has no further interest in the GBR property.

Bonanza Property, British Columbia, Canada

In October 2004, the Company signed a Letter of Intent to enter into an option agreement with Candorado Operating Co. Ltd. (“Candorado”), which owns an option to acquire 100% of the Bonanza property from the underlying owners, subject to a 2% net smelter royalty that can be purchased for $2 million. The property is located approximately 25 kilometers southeast of the village of Iskut in northwest British Columbia. Pursuant to the Letter of Intent, the Company could have acquired 51% of Candorado’s

- 23 -

interest by expending $125,000 in exploration work. After the Company had earned its 51% interest, the parties could have formed a joint venture to undertake ongoing exploration of the property.

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

Spius Property, British Columbia, Canada

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

during the fiscal year ended March 31, 2005. The property was also subject to a 2% NSR whichthat the Company, could have, at its option, could have purchased for $2 million.

Reconnaissance geologic surveys were performed over the property during calendar 2004. An evaluation of these results was completed and the results did not warrant further exploration by the Company on this property.

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

- 21 -

The Witch Properties, British Columbia, Canada

In September 2004, the Company acquired a 100% interest in the Witch porphyry gold-copper property for a cash payment of $10,000. The property comprises approximately 4,600 hectares and is located in the Witch Lake/Chuchi Lake region, approximately 80 kilometers north-northwest of Fort St. James, for a cash payment of $10,000. At that time,James. The Company added to the property comprised approximately 4,600 hectares. Anby staking an additional 1,750 hectares located contiguous toin 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 stakedexplored by the Company shortly thereafter.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 fiscal year ending Marchquarter ended December 31, 2005, Amarc2004, the Company staked an additional 67,69136,350 hectares in the Witch Lake region, over areas prospective for porphyry gold-copper targets.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 408 million tones containing 0.18% copper and 0.40 g/t gold –Placer Dome 2003Annual Report) and comprise the Chica, Chona, Kal, M2, M3, M4, M5, Tchent, Tsil Wolf, Xander and additional Witch claims.

During In November 2004, the Kal, M2, M3, M4, M5 and Tsil properties became the subject ofto a farm out agreement with Rockwell Ventures Inc., as described below under “Rockwell Agreement.”

As These claims were surveyed by geophysical techniques then tested by drilling during fiscal 2005. An evaluation of July 5, 2005 the Amarc and Rockwell determinedthese results was completed, indicating that they had no further exploration interestby 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 31,611 hectares in the M2 claimssame region (the Chica, additional Chona, Tchent, Wolf and Xander claims). During the 2005

- 24 -

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 portionprogram of nine drill holes (964 meters) in October 2005. No significant results were obtained from the drilling.

The Company has filed assessment work on 21,025 hectares of the M2Chona claims have been allowed to lapse.maintain this area in good standing. In addition, the Company is holding an additional 1,050 hectares of the Witch and Chona claims that are in good standing.

Natlan Property, British Columbia, Canada

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

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

In March 2005, a definitive option agreement was signed, whereby the Company could purchase 100% of the Natlangold property by making staged cash payments totaling $500,000 over five years, of which $10,000 was paid. The property was subject to a 2% NSR, which could be purchased by the Company for $2 million.

The Natlan property features a gold (and associated indicator elements) geochemical anomaly in an area of Early Jurassic to Late Cretaceous Bowser Lake Group sedimentary rocks that have been intruded by late Cretaceous Bulkley plutonic rocks. Work during the 2005 exploration season included a soil geochemical survey and drilling. Anomalous soil and rock conditions were encountered during the work; however, no economic mineralization was found. The Company terminated the option agreement during the fiscal quarter ended December 31, 2005.

Cariboo Properties, British Columbia, Canada

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

The geological setting consists of Mesozoic Nicola Group volcanic and sedimentary rocks in the vicinity of Triassic and Jurassic intrusive plugs and stocks, a setting known to be prospective for porphyry gold-copper occurrences. The target areas are defined by airborne magnetometer geophysical anomalies. Preliminary ground surveys, consisting of geological mapping, geochemical sampling and geophysical surveys, were carried out in May and June of 2004.

In November 2004, the Crystal and Hook properties became the subject to a farm out agreement with Rockwell Ventures Inc., as described below under “Rockwell Agreement.”

During the quarter ended December 31, 2004, reconnaissance drilling was performed on the Orr, Hook and Crystal properties to characterize a number of geophysical anomalies present on the properties. An evaluation of these results was completed and the Company and Rockwell determined that they had no

- 25 -

further interest in the Crystal property. The Company also determined that the results on the Orr property did not warrant further exploration.

During the fiscal year ended March 31, 2005, a portion of the Crystal property and the Orr property were allowed to lapse. In April 2005, the remainder of the Crystal property and the Sky property were allowed to lapse.

In March 2005, the Company entered into an agreement with Wildrose Resources Ltd., whereby the Hook and Jim properties were sold to Wildrose for the sum of $10 and the right, in favour of the Company and Rockwell, to enter into an option agreement to purchase Wildrose’s Cowtrail and Pat claims, also located in the Cariboo region near Horsefly. The Company and Rockwell did not exercise the right to enter into the option agreement.

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

These properties were explored during the calendar 2005 field season using geological, geochemical and geophysical techniques. The results of the surveys did not warrant drilling the properties and no further work will be done by the Company. The Giff, Naud, Tin, Magoro, RS, Tisdall and TKL properties have been allowed to lapse.

In May 2005, the Company entered into an option agreement with Taseko Mines Limited, a public company with certain directors in common with the Company, to earn a 50% interest in the Wasp and Anvil properties. The Company will be the operator and can acquire its interest by incurring $150,000 of exploration expenditures over a two year period.

The Wasp and Anvil properties are located approximately 15 kilometers southeast of Taseko’s Prosperity project, situated 130 kilometers southwest of Williams Lake. The Prosperity project hosts a large porphyry gold-copper deposit.

The Company performed a geological reconnaissance survey on the Wasp property during calendar 2005 and plans to perform a geological reconnaissance survey on the Anvil property during calendar 2006.

Max Property, British Columbia, Canada

Homestake/Kamad Property, British Columbia, Canada

In December 2004, AmarcJanuary 2005, the Company entered into a Letter of Intent,an agreement whereby weit obtained an option to acquire a 100% interest in the 121 hectare Homestake/Kamad crown-granted mineral claims located 65 kilometers northeast of Kamloops, by making staged cash payments totaling $135,000 and issuing 200,000 common shares of the Company over a period of 2 years.years, of which $60,000 has been paid and 50,000 common shares have been issued to June 30, 2005. The property is subject toagreement included a 2% NSRnet smelter royalty payable from production on the property, which can be purchasedroyalty was purchasable by the Company for $1 million. In

The Homestake/Kamad property hosts a precious metals rich volcanogenic massive sulphide occurrence containing barite, silver and base metals. The property has been explored intermittently in the past by surface and underground work. The Company performed a first phase of drilling on the property during the period January 2005, a definitive legal agreement was entered into byto March 2005. A total of 13 holes were drilled comprising 2,728 meters. At least two precious metals-rich, volcanogenic massive sulphide horizons containing silver, gold, copper, lead, zinc and barite were intersected. The two sub-parallel mineralized horizons trend northwest and dip at shallow

- 26 -

to moderate angles to the parties andnortheast. A lower mineralized horizon lies approximately 40 meters below the Company made an option payment of 25,000 common shares and $15,000.

Acacia Property, British Columbia, Canadaupper horizon. The thirteen holes (MX5-01 to MX5-13) traced the mineralized horizons approximately 300 meters down dip.

In December 2004, Amarcthe Company entered into a letter agreement with Eagle Plains Resources Ltd. (“Eagle Plains”) for an option to earnacquire a 60% joint venture interestposition with Eagle Plains to develop the 5,075 hectare Acacia property whichthat is contiguous with and surrounds the Homestake/Kamad property.claims. The Company can earncould have acquired its 60% interest by making staged payments totaling $125,000 (of which $10,000 was paid in December 2004) and 350,000 common shares of the Company (of which 25,000 were issued in May 2005, subsequent to the year end), and by expending $2,500,000 in exploration and development work over the ensuingnext four years. The Company may increasecould have increased its interest to 75% by completing a feasibility study.carrying the project to feasibility. A definitive agreement was entered into duringsigned in April 2005,2005. Initial cash payments of $25,000 and is attached as an Exhibitthe issuance of 25,000 common shares of the Company were made. The Company was required to this Form 20-F.

- 22 -spend a minimum of $100,000 before April 2006 to maintain the option.

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

The Acacia property is underlain by the Paleozoic Eagle Bay Assemblage comprising metamorphosed volcanic and sedimentary rocks, known to host the nearby Samatosum and Rea precious and base metals volcanogenic massive sulphide deposits.

The Company performed an additional drilling program on the Homestake and Acacia properties in September and October 2005. Three NQ2 diamond core holes (993 meters) were drilled toward the east of holes MX5-01 to MX5-13 to further test the faulted extensions of the polymetallic massive sulphide and barite lenses. The mineralized horizons were intersected by the drill holes, yielding geochemically anomalous precious and base metal results. These results were reviewed by the Company’s personnel and it was determined that no further work would be performed on the property.

The Company has given notice of termination of the option agreements on the Homestake/Kamad property and the Acacia property.

Tulox Property, British Columbia, Canada

The Tulox property, located in the Cariboo region, comprising 20,726 hectares, was registered for acquisition during the period July 2005 to March 2006 to cover multi-element regional stream sediment geochemical anomalies.

Follow-up work by the Company comprised geological mapping, soil and stream sediment geochemical surveys and prospecting. The source of the anomalies has not been located. The Company is performing additional surveys in fiscal 2007.

Iskut Properties, British Columbia, Canada

In FebruaryThe Company registered for acquisition a total of 5,175 hectares in five properties in the Iskut River area of northwestern B.C. during the period August 2005 to March 2006. These properties comprise the AA, MEZ, TRI A, Copper 152 and March 2004,Copper 246 properties.

The Company also entered into a letter agreement in May 2006 with an arm’s length party, giving the Company staked the 2,000right to explore the 2,302 hectare CrystalSEDEX property that adjoins the 2,000 hectare Orr property, the 1,125 hectare Hook property, the 2,125 hectare SkyAA property, and the 2,175 hectare Jim property. The Crystal and the Orr properties are located approximately 45 kilometers southeast and 35 kilometers southeast, respectively, of the town of 100 Mile House. The Hook, Sky and Jim properties are located 12 kilometers northeast, 15 kilometers northwest and 6 kilometers northeast, respectively, of the town of Horsefly. Subsequently, the Company added by staking, 100 hectares to the Jim property and 2,500 hectares to the Crystal property.

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

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

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

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

In March 2005, Amarc signed an agreement with Wildrose Resources Ltd., whereby the Hook and Jim properties were sold to Wildrose for a nominal sum and a right of first refusal, in favour of Amarc, to enter into ana formal option agreement on Wildrose’s Cowtrailor before December 31, 2006 to purchase the SEDEX property by paying the arm’s length party $100,000 and Pat claims. The Cowtrail and the Pat claims are located near Horsefly, British Columbia.

Rockwell Agreement

On November 1, 2004, Amarc entered into an agreement with Rockwell Ventures Inc. (“Rockwell”), a public company with certain directors in common with265,000 shares of the Company whereby the Company granted to Rockwell the right to earn an interest in each of the Crystal, Hook, Kal, M2, M3, M5 and Tsil propertiesstages by incurring $600,000 in exploration expenditures on these properties by December 31, 2004, which Rockwell completed. The Company had the option to buy back Rockwell’s interest at any time up to June 30, 2005 (the right of “Call”), by paying a mutually agreed upon price of at least $660,000 in cash or the equivalent in Amarc shares. The Company allowed this call option to lapse unexercised.

Taseko Option Agreement

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

- 2327 -

December 31, 2010. The purchase is subject to a 1.5% Net Smelter Royalty in favor of the arm’s length party, 0.5% of which can be purchased by the Company for $1,000,000. Advance royalty payments of $20,000 annually are payable to the arm’s length party commencing on or before December 31, 2011.

Geological and geochemical reconnaissance programs are being performed on the Iskut properties during calendar 2006.

Other

DuringThe Company also has a 5% net profits interest ("NPI") in the last three fiscal years46 mineral claims comprising the Ana Property in the Yukon Territory, Canada, and a 2.5% NPI in a mineral lease comprising the current fiscal year, AmarcMann Lake Property in Saskatchewan. At the present time, the Company has not receivedno plans to undertake any public takeover offers from third parties in respect of Amarc’s common shares or given any public takeover offers with respect to other companies.programs on these properties.

B.           BUSINESS OVERVIEW

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

British Columbia Mineral Tenure

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

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

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

Environmental Matters

Environmental matters for mineral exploration companies in British Columbia are administered by the Ministry of Energy, Mines and Mines.Petroleum Resources. The Company files notice of its work programs

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

- 24 -

Exploration Activities during Fiscal 20052006

Amarc’s exploration activities completed since the beginning of fiscal 20052006 include the following:

- 2529 -

Plan of Operations for Fiscal 20062007

Amarc plans to complete the following exploration activities during fiscal 2006:2007:

- 2630 -

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

Amarc anticipates spending approximately $4.1$1.2 million in the completion of its planned exploration programs during fiscal 2006.2007. Amarc plans to use its existing cash and working capital to fund these exploration programs. The Company completed significant private placement financings during 2003 and 2004 that enabled the Company to acquire interests in its British Columbia mineral properties and to proceed with exploration activities on these properties. During 2004 and 2005, the Company has raised additional financing through the exercise of previously outstanding options and share purchase warrants.

The Company had cash and cash equivalents of $7.3$4.5 million and working capital of $7.0$4.8 million as at March 31, 20052006 and cash of approximately $4.5$4.2 million as at August 31, 2005.June 16, 2006.

Hunter Dickinson Inc.

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

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

- 27 -

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

C.           Organizational Structure

The Company operates directly and has no material subsidiaries.

D.           Property, plant and equipment

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

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E.           Further Particulars of Amarc’s Properties

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

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Figure 1. Location of British Columbia Properties

(1)           The Witch Properties,Tulox Property, British Columbia

Property

The Witch properties comprise 180 claims with expiry dates ranging to September 22, 2006.Tulox property comprises 21,000 hectares.

- 2932 -

Location and Access

The Witch porphyry gold-copperTulox property is located in the Witch Lake/Chuchi Lake region,Bonaparte River area,, approximately 8065 kilometers north-northwest of Fort St. James,Kamloops, British Columbia. The property is accessed by a network of logging and ranching roads.

A map showing the location of the Witch PropertiesTulox Property is provided below.

Figure 2. Location of Tulox Property

- 3033 -

Geology

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

Exploration in 20042005 (Fiscal 2005)2006)

Exploration work performed by previous owners includesduring fiscal 2006 comprised geological mapping, soil sampling, magnetometerand stream sediment geochemical surveys induced polarization surveys, trenching and geologic mapping.prospecting. 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.outlined.

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

Plan of Operation for 20052006 (Fiscal 2006)2007)

The Chica,Company plans to perform additional Chona, Tchent, Wolfsoil geochemical surveys and Xander claims were explored using geological, geophysical and geochemical techniques inprospecting on the first quarter of fiscal 2006. Anomalous zones will be readied for drill testing, beginning in the latter part of the second quarter of fiscal 2006.Tulox property.

(2)           The Max Property,Iskut Properties, British Columbia

Property

The Homestake/Kamad property comprises 7 crown-granted claims, on which annual taxes must be paid to maintainIskut Properties comprise six properties, the claims in good standing.AA, MEZ, TRI A, Copper 246 and Copper 152, totaling 5,175 hectares, as well as the 2,302 hectare SEDEX property.

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

Location and Access

The Homestake/Kamad crown-granted mineral claims and the surrounding Acacia claimsIskut Properties are located 65adjacent to the Stewart-Cassiar highway from 170 kilometers northeastto 380 kilometers north of Kamloops,Terrace, British Columbia. The claim block is road accessible.

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

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Geology

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

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Exploration in fiscal 2005

Between January and April, 2005 Amarc completed:

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

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

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

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

* All widths are drill indicated.

Plan of Operation for fiscal 2006

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

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Contingent on the success

Figure 3. Location of this program, the stratigraphic and structural relationships of other mineralized zones within this claim group should be re-examined.

(3)      The CaribooIskut Properties British Columbia

Property

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

Location and Access

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

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

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

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Geology

The AA/SEDEX, MEZ and TRI A properties are underlain by Middle to Upper Jurassic Bowser Lake Group sandstones, siltstones and conglomerates of the Ritchie-Alger Assemblage. The Copper 152 property is underlain by unnamed Middle Triassic to Jurassic Nicola Groupundivided volcanic rocks and the Copper 246 property is underlain by Paleozoic limestone and marine sedimentary and volcanic rocks intruded by late Triassicin contact with Lower to Cretaceous intrusiveMiddle Jurassic Hazelton Group calc-alkaline volcanic rocks. These rocks are known to host producing porphyry copper-molybdenum deposits (Gibraltar mine) and porphyry copper-gold deposits (Mt Polley mine).

Exploration in 2004 (Fiscal 2005)Plan of Operation for fiscal 2007

The Company funded a helicopter-borne gamma ray spectrometricproperties will be the subject of reconnaissance geological, geochemical and magnetic totalprospecting surveys to determine the nature of any future programs. The field geophysical survey in 2004 through the Rocksportion of these programs is expected to Riches program (see B.C. Ministry of Energy and Mines Open File 2005-16). Amarc staked its properties based on a combination of favourable geophysical signatures and prospective geology.cost Cdn$100,000.

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Plan of Operation for 2005 (Fiscal 2006)

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

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

(4)      The Natlan Property, British Columbia

Property

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

Location and Access

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

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

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Geology

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

Exploration in 2004 (Fiscal 2005)

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

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Plan of Operation for 2005 (Fiscal 2006)

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

The following discussion should be read in conjunction with the audited consolidated financial statements and related notes, accompanying this Annual Report. The Company prepares and files its consolidated financial statements with various Canadian regulatory authorities in accordance with Canadian generally accepted principles (“GAAP”). References should be made to note 1110 to the annual consolidated financial statements which provide a reconciliation between US GAAP and Canadian GAAP and their effect on the consolidated financial statements.

OVERVIEW

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

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

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

Canadian GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and the related disclosure of contingent liabilities. The Company bases its estimates on historical experiences and other assumptions that the Company believesAmarc’s financial statements are reasonable in the circumstances. Actual results may differ from these estimates. During the fiscal year ended March 31, 2005, the Company did not adopt any new accounting policy that would have a material impactprepared on the consolidated financial statements, nor didbasis that it will continue as a going concern. Given that Amarc has no source of significant revenue, this assumption is always subject to the Company make changes to existing accounting policies.

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Mineral property interests

The acquisition costs of mineral properties are deferred until the properties are placed into production, sold or abandoned. These deferred costs are amortized on a unit-of-production basis over the estimated useful life of the related properties following the commencement of production or written off if the properties are allowed to lapse or are abandoned. If the deferred mineral property costs are determined notfurther assumption that there will continue to be recoverable over the estimated useful life or are less than estimated fair market value, the unrecoverable portioninvestment interest in funding exploration to seek large tonnage metal deposits even where economic certainty is chargedunknown. Amarc can give no assurance that it will continue to earnings in that period.

Mineral property acquisition costs include the cash considerationbe able to raise sufficient funds and the fair market value of common shares, basedshould it be unable to continue to do so, may be unable to realize on the trading price of the shares, on the date of issue or as otherwise provided under the agreement terms for the mineral property interest. Costs for properties for which the Company does not possess unrestricted ownership and exploration rights, such as option agreements, are expensed in the period incurred or until a feasibility study has determined that the property is capable of commercial production.

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

Administrative expenditures are expensed in the period incurred.

Impairment of long-lived assets

The Company also reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may notits resource project and the net realizable value could be recoverable. Recoverability of assetsmaterially less than Amarc’s liabilities with a potential for total loss to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset.

Asset retirement obligations

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

Share capital

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

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

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

Share issue costs are deducted from share capital.

Marketable securities

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

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

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

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

Stock-based compensation

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

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

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

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

A.           RESULTS OF OPERATIONS

Year Ended March 31, 2006 (“2006”) versus Year Ended March 31, 2005 (“2005”)

The Company had net loss of $3,840,903 in 2006 compared to 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 in $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 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 level of the average cash on hand during 2006 as compared to 2005.

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

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

Year Ended March 31, 2005 (“2005”) versus Year Ended March 31, 2004 (“2004”)

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

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

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

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

The gain on sale of marketable securities was $81,554 in 2005, a significant decrease in comparison to the gain of $2,052,596 in 2004. The gain in 2004 resulted mainly from the sale of shares of Expatriate Resources Ltd. The write down of marketable securities in fiscal 2005 totaled $1,667$6,667 (2004 - $nil).

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

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

Year Ended March 31, 2004 (“2004”) versus Year Ended March 31, 2003 (“2003”)

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

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

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

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

B.           LIQUIDITY AND CAPITAL RESOURCES

The Company had cash and cash equivalents of $4,537,933 and working capital of $4,833,727 as at March 31, 2006, compared to cash and equivalents of $7,335,379 and working capital of $7,017,106 as at March 31, 2005, compared to cash and equivalents of $13,724,673 and working capital of $13,870,641 as at March 31, 2004.2005.

The Company did not have any long term liabilities as at March 31, 20052006 or 20042005 and does not have any long term liabilities as of the date of this Annual Report.

Planned Exploration Activities

The Company plans to apply its available cash and working capital to continue exploration of the Company's mineral properties. These planned exploration activities are summarized in Item 4.B of this Annual Report. At August 31, 2005,September 30, 2006, the Company had cash of approximately $4.5$3.9 million. The

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

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Cash Used in Operating Activities

Cash used in operating activities increasedwas $4,625,140 in 2006, compared to $7,414,974 in 2005 compared toand $817,048 in 2004 and $1,257,105 in 2003. Cash used in operating activities comprised primarily of exploration expenditures.2004. The increasedecrease in cash used in operating activities in 20052006 compared to 20042005 and 2003the increase compared to 2004 is attributable primarily to Amarc’sthe Company’s exploration programsactivities carried out on its British Columbia mineral properties. The Company anticipates continuing to use cash in its operating activities to carry out its exploration programs in British Columbia.programs.

Cash Used inFlows from Investing Activities

Cash provided by investing activities was $240,292 in 2006, compared to cash used in investing activities wasof $146,410 in 2005 compared toand cash generated from investing activitiesprovided of $2,528,717 in 2004. Cash provided by investing activities in 2006 was attributable to the disposal of shares of Yukon Zinc Corporation and Endurance Gold Corporation. Cash used in investing activities in 2005 was attributabledue to investmentsthe acquisitions of $168,000 in mineral property interests in British Columbia(2004 – $73,929) and a subscription to a private placement in Expatriate Resources Ltd. of $125,000. Cash used in 2005 was partially offset by proceeds received from the sale of marketable securities of $146,590. Cash generated from investing activities in 2004 was mainly attributable to realization on short-term investments; namely, the sale of common shares of Expatriate Resources Ltd. and StrataGold Corporation.

Cash Flows from Financing Activities

Cash flows from financing activities were $1,172,090$1,587,402 in 2006, compared to$1,172,090 in 2005, compared toand $12,003,155 in 2004 and $221,224 in 2003.2004. Cash from financing activities in each year were attributable to common shares and share purchase warrants issued for cash.

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

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

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

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

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

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

Requirement of Financing

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

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

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

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

Financial Instruments

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

C.           Research Expenditures

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

D.           Trend Information

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

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

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

The tradingCopper prices of gold and copper have increased over the past two years. The average gold price increased from US$364/oz in 2003 to US$410/oz in 2004. The gold price hasbeen increasing since late 2003. Copper prices averaged approximately US$428/oz to mid August 2005. Copper averaged US$0.81/lb in 2003, US$1.30/lb in 2004 and hashave averaged US$1.59/lb in 2005. Copper prices have continued to increase in 2005,2006, averaging approximately US$1.54/2.81/lb to mid August.the end of July.

Gold prices have been increasing over the past two years, and this uptrend has accelerated since September 2005. Overall, the gold price increased from US$410/oz in 2004 to US$445/oz in 2005. The gold price has also increased in 2006, averaging US$596/oz to the end of July.

E.           Off-Balance Sheet Arrangements

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

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F.           Tabular Disclosure of Contractual Obligations

As at fiscal year end March 31, 2005,2006, the Company had the following contractual obligations:

G.           Safe Harbor

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

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A.           Directors and Senior Management

Principal Occupation of Directors and Senior Management

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

David J. Copeland,DAVID COPELAND, P.Eng. -– Director

David J. Copeland is a geological engineer who graduated in economic geology from the University of British Columbia. With over 30 years of experience, Mr. Copeland has undertaken assignments in a variety of capacities in mine exploration, discovery and development throughout the South Pacific, Africa, South America and North America. His principal occupation is President and Director of CEC Engineering Ltd., a consulting engineering firm that directs and co-ordinates advanced technical programs for exploration on behalf of 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:Amarc Resources Ltd., Director (September 1995 to present);Anooraq Resources Corporation,Director (September 1996 to September 2004);Farallon Resources Ltd., Director (December 1995 to present);Great Basin Gold Ltd., Director (February 1994 to present);Continental Minerals Corporation, Vice-President, Project Development (June 1989 to February 1996 and June 1997 to June 1998) and Director (June 1989 to present);Northern Dynasty Minerals Ltd., Director (June 1996 to present);Taseko Mines Limited, Director (January 1994 to present) (including Director of Gibraltar Mines Ltd., a wholly owned subsidiary of Taseko Mines Limited);Casamiro Resources Corp., Director (February 1995 to August 2002).

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Scott D. Cousens -SCOTT COUSENS – Director

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

Mr. Cousens’ focus for the past number of yearssince 1991 has been the development of relationships within the international investment community. Substantial financings and subsequent corporate success has established strong ties with North American, European and Asian investors. In addition to financing initiatives he also oversees the corporate communications programs for the public companies to which Hunter Dickinson Inc. provides services.

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

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

Robert A. Dickinson,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)- 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.

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JEFFREY MASON, B.Comm., CA – Director, (April 1993 to present), Co-Chairman (September 2000 to April 19, 2004) Chairman (April 20, 2004 to present), President (September 1995 to September 2000), Chief Financial Officer (September 1995 to September 1998) and Chief Executive Officer (September 1998 to September 2000);Anooraq Resources Corporation, Director (November 1990 to present), Co-Chairman (September 2000 to April 19, 2004) Chairman (April 20, 2004 to present), President (September 1996 to September 2000), Chief Financial Officer (September 1996 to February 1999) and Chief Executive Officer (February 1999 to September 2000);Farallon Resources Ltd., Director (July 1991 to present), Co-Chairman (September 2000 to April 19, 2004) Chairman (April 20, 2004 to present) and Chief Executive Officer (December 1995 to September 2000);Great Basin Gold Ltd., Director (May 1986 to present), Co-Chairman (September 2000 to April 19, 2004) Chairman (April 20, 2004 to present), President (May 1986 to September 2000), Chief Executive Officer (November 1998 to September 2000), Chief Financial Officer (May 1986 to June 1998);Continental Minerals Corporation, Director (November 1995 to February 2001), Co-Chairman (September 2000 to April 19, 2004) Chairman (April 20, 2004 to present), President (November 1995 to September 2000), Chief Financial Officer (June 1993 to June 1998), Chief Executive Officer (June 1998 to September 2000);Northern Dynasty Minerals Ltd., Director (June 1994 to present), Chief Executive Officer (May 1997 to November 2001), and Co-Chairman (September 2000 to April 19, 2004) Chairman (April 20, 2004 to present);Rockwell Ventures Inc., Chairman and Director (November 2000 to present); andTaseko Mines Limited, Director (January 1991 to present), Co-Chairman (September 2000 to present), President (January 1991 to September 2000), Chief Financial Officer (January 1991 to November 1998), Chief Executive Officer (November 1998 to September 2000), (including Co-Chairman and Director of Gibraltar Mines Ltd. a wholly owned subsidiary of Taseko Mines Limited).Secretary

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

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

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

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

Ronald W. Thiessen,RONALD THIESSEN, CA – Chief Executive Officer, President and Director

Ronald W. Thiessen is a Chartered Accountant with professional experience in finance, taxation, mergers, acquisitions and re-organizations. Since 1986, Mr. Thiessen has been involved in the acquisition and financing of mining and mineral exploration companies. Mr. Thiessen is a director and officer ofemployed 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 five years, an officer and/or director of the following public companies:Amarc Resources Ltd., Director (September 1995 to present), President and Chief Executive Officer (September 2000 to present);Anooraq Resources Corporation, Director (April 1996 to present), President and Chief Executive Officer (September 2000 to present);Farallon Resources Ltd., Director (August 1994 to present), President and Chairman (September 2000 to present);Great Basin Gold Ltd., Director (October 1993 to present), President and Chief Executive Officer (September 2000 to present);Continental Minerals Corporation(formerly Misty Mountain Gold Limited), Director (November 1995 to present), President and Chief Executive Officer (September 2000 to present);Northern Dynasty Minerals Ltd., President and Chief Executive Officer (November 2001 to present), Director (November 1995 to present);Rockwell Ventures Inc., President and Director (November 2000 to present);Taseko Mines Limited, Director (October 1993 to present), President and Chief Executive Officer (September 2000 to July 2005), (including Director of Gibraltar Mines Ltd., a private mining company, which is a wholly owned subsidiary of Taseko Mines Limited.);Casamiro Resources Corp., President and Director (February 1990 to August 2002).

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B.           Compensation

Compensation of Directors

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

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

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

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Compensation of Senior Management

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

Notes:

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

Share Options

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

No option was granted during the year, and no option was outstanding as at March 31, 2006 and the date of this Annual Report.

The only equity compensation plan which the Company has in place is the share option plan (the “Plan”) which was previously approved by shareholders on September 21, 2004 and confirmed by the shareholders on September 28, 2006. 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 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. As at September 30, 2006 there are no options outstanding. All options expire on a date not later than five years after the date of grant of such option.

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

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

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

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

Pension Plans

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

C.            Board Practices

All directors were elected at the September 21, 200428, 2006 annual general meeting. All directors have a term of office expiring at the next annual general meeting of Amarc, and all officers have a term of office lasting until their removal or replacement by the Board of Directors.

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

General

The Board believes that good corporate governance improves corporate performance and benefits all shareholders. The Canadian Securities Administrators (the "CSA") have adopted National Policy 58-201Corporate Governance Guidelines, which provides non-prescriptive guidelines on corporate governance practices for reporting issuers such as the Company. In addition, the CSA have implemented National Instrument 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 at which members of management or non-independent directors are not in attendance and by retaining independent consultants where it deems necessary.

The directors of the Company are not independent.

2.      Other Directorships

The section entitled "Election of Directors" in this Information Circular gives details of other reporting issuers of which each director is a director or officer.

3.     Orientation and Continuing Education

When new directors are appointed, they receive orientation, commensurate with their previous experience, on the Company’s properties, business, technology and industry and on the responsibilities of directors. Board meetings may also include presentations by the Company’s management and employees to give the directors additional insight into the Company’s business.

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4.      Ethical Business Conduct

The Board has adopted an ethics policy which is available on the Company’s website and in addition has found 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 directors’ 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 to recommend to the shareholders for election at the annual meeting of shareholders, 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 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. The Board and its committee have considered self-assessment procedures and may formalize procedures to accommodate this in the future. The Board is satisfied with the overall project and corporate achievements of the Company and believes this reflects well on the Board and its practices.

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 was attached to the 2005 information circular and is also 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 J. Copeland, Scott D. Cousens and Ronald W. ThiessenThiessen. All members are members of the Company’s audit committee. The audit committee is elected annually by the directors of Amarc at the first meeting of the board held after the Company’s annual general meeting.

The purposefinancially literate. A member of the audit committee is consideredfinancially literateif he or she has the ability to assistread and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the Board of Directors in its oversightbreadth and complexity of the integrityissues that can reasonably be expected to be raised by the Company.

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Relevant Education and Experience

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

• the accounting and reporting processes, in particularprinciples used by the Company to prepare its financial statements, and other relevant public disclosures. It must ensurethe 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 compliance with legalfinancial statements,

• an understanding of internal controls and regulatory requirements relating toprocedures for financial reporting,reporting.

Audit Committee Oversight

Since the external auditors’ qualifications and independence and the performancecommencement of the internal controls. The audit committee is responsible for the retention or termination of the external auditors. The audit committee reviews the external audit plan and the resultsCompany’s most recently completed financial year, all recommendations of the audit reviews with thecommittee to nominate or compensate an external auditors any audit problems or difficulties and management’s response, approves all audit engagement fees and terms and pre-approves all audit and permitted non-audit services to be performedauditor were adopted by the external auditors.Board of Directors.

Reliance on Certain Exemptions

The Company’s auditors have not provided any material non-audit services.

Pre-Approval Policies and Procedures

The audit committee also reviews allordinarily recommends the nomination and engagement of the independent auditors to audit the financial statements, ofand approves all audit, audit-related services, tax services and other non-audit services provided by the Company prior to their publication and all audits and management discussions and analysis, as well as considersCompany's auditors.

Any services provided by the adequacyCompany's auditors which are not specifically included within the scope of the audit procedures, recommends the appointment of independent auditors, reviews and approves professional services to be renderedare pre-approved by them and reviews fees for audit services.

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

D.            Employees

At August 31, 2005,September 30, 2006, Amarc had no direct employees. Amarc’s administrative and exploration functions are primarily administered through Hunter Dickinson Inc. (See Item 7 “Major Shareholders and Related Party Transactions”).

E.            Share Ownership

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

As at August 31, 2005,September 30, 2006, the directors and officers of Amarc and their affiliates, directly and indirectly, own or control as a group an aggregate of 6,824,4179,261,417 common shares (14.2%(17.7%) and hold options to acquire an additional 1,200,000 common shares. To the knowledge of the directors and officers of Amarc, as at such date, there were no person or entity holding more than 5% of the issued common shares of the Company.

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

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Note:

Share Option Plan

As at August 31, 2005 an aggregate of 2,001,000 sharesSeptember 30, 2006 no options were reserved for issuanceoutstanding pursuant to the Company's Share Option Plan, which reserves up to 10% of the Company's outstanding common at any time for issuance.

Material Terms of the Company's Current Share Option Plan

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

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

Material Terms of the Rolling Plan

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

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

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

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A.           Major Shareholders

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

As of August 31, 2005,September 30, 2006, Amarc had authorized unlimited common shares without par value of which 47,994,14052,459,473 were issued and outstanding.

The following table lists those persons who are known by Amarc to beneficially own more than 5% of Amarc’s common shares and the number of shares beneficially owned by each such shareholder, each as of August 31, 2005:September 30, 2006:

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

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

As of August 31, 2005,September 30, 2006, to the best of the Company’s knowledge,

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

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B.           Related Party Transactions

Except as disclosed below, Amarc has not, since the beginning of its last fiscal year ended March 31, 2005,2006, and does not propose to:

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

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

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

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

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

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

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

Arrangements with Hunter Dickinson Inc.

The Company is party to the geological and administrative services agreement with HDI dated for reference December 31, 1996, as described under Item 4.B of this Annual Report.1996. During the fiscal year ended March 31, 2005,2006, the Company paid $1,779,538$1,377,312 to HDI for services and reimbursements of third party disbursements pursuant to this agreement.

HDI is a private company owned equally by nine publicly traded exploration and mining companies (one of which is the Company) and is managed by persons who include directors of the Company.

HDI is one of the largest independent mining exploration groups in North America and as of September 30, 2006, employed or retained on a substantially full-time basis, 23 geoscientists, including seven with advanced degrees (two PhD’s and five M.Sc’s), eight professional geologists (PGeo), and four professional engineers (PEng); six engineers, including four mining engineers and one civil engineer, all with professional engineer designations; one professional agrologist, one biologist (MSc); 11 accountants (including six Chartered Accountants, one CMA and two CGAs) and 28 administrative and support personnel.

HDI has supervised mineral exploration projects in Canada (British Columbia, Manitoba, Ontario, Québec, Yukon and Northwest Territories) and internationally in Brazil, Nevada, Mexico and South Africa. HDI allocates the cost of staff input into projects, such as the Company's projects, based on the time records of involved personnel. Costs of such personnel and third party contractors are billed to the

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participating public companies on a full cost recovery basis (inclusive of HDI staff costs and overhead) for amounts which are considered by the Company management to be at a cost that is 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 participant 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 of the Company, who are generally the controlling directors of the other corporate participants in the arrangements with HDI.

Rockwell Agreement

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

Taseko Mines Limited

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

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

C.           Interests of Experts and Counsel

Not applicable.

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A.           Consolidated Statements and Other Financial Information

Item 17 of this Form 20-F contains Amarc’s audited annual consolidated financial statements for the fiscal years ending March 31, 2006, 2005, 2004, and 2003.2004.

Legal Proceedings

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

Dividend Policy

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

B.           Significant Changes

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

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A.           Offer and Listing Details

Trading Markets

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

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

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