Amarc Resources Ltd 6-K, filed Aug 31, 2020
Amarc Resources Ltd (AXREF)
6-K
2020-08-31
For: 2020-08-28
View Original
Added on
April 07, 2026
About this 6-K
Amarc Resources Ltd filed this 6-K on August 31, 2020.
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR
15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
As at
AUGUST 28,
2020
Commission
File Number: 000-49869
AMARC RESOURCES LTD.
(Translation
of registrant's name into English)
15th Floor
– 1040 W. Georgia Street
Vancouver, British Columbia
Canada V6E 4H1
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
[X]
Form 20-F [ ] Form 40-F
Indicate
by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule 101(b)(1):
[ ]
Indicate
by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule 101(b)(7):
[ ]
SUBMITTED HEREWITH
Exhibits
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Condensed Consolidated Interim Financial
Statements for the three months ended Junen 30, 2020 and
2019
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Management's Discussion and Analysis for the
three months ended June 30, 2020
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Form 52-109FV2 Certification of interim filings
- venture issuer basic certificate - CEO
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Form 52-109FV2 Certification of interim filings
- venture issuer basic certificate - CFO
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
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Amarc Resources Ltd.
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(Registrant)
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Date:
August 28, 2020
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By:
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/s/ Sebastian Tang
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Sebastian
Tang
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Title:
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Chief
Financial Officer
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Exhibit 99.1
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AMARC RESOURCES LTD.
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CONDENSED
CONSOLIDATED INTERIM FINANCIAL STATEMENTS
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FOR
THE THREE MONTHS ENDED
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JUNE
30, 2020 and 2019
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(Expressed in Canadian Dollars)
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(Unaudited)
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Notice to Reader
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In accordance with subsection 4.3(3) of National Instrument 51-102,
management of the Company advises that the Company's auditors have
not performed a review of these interim financial
statements.
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Amarc Resources Ltd.
Condensed
Consolidated Interim Statements of Financial Position
(Unaudited –
Expressed in Canadian Dollars
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June
30,
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March
31,
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Note
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2020
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2020
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ASSETS
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Current
assets
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Cash
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3
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$22,645
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$249,183
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Amounts receivable
and other assets
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5
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60,398
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83,378
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Marketable
securities
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16,892
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18,356
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99,935
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350,917
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Non-current
assets
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Restricted
cash
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4
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178,401
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178,143
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Total
assets
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$278,336
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$529,060
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LIABILITIES
AND SHAREHOLDERS' EQUITY
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Current
liabilities
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Accounts payable
and accrued liabilities
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7
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$97,327
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$100,075
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Balance due to a
related party
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10
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840,868
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591,979
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Director's
loan
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8
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300,000
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300,000
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1,238,195
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992,054
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Non-current
liabilities
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Director's
loan
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8
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525,039
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512,119
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Total
liabilities
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1,763,234
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1,504,173
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Shareholders'
equity
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Share
capital
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9
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64,341,556
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64,341,556
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Reserves
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9
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5,636,908
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5,631,897
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Accumulated
deficit
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(71,463,362)
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(70,948,566)
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(1,484,898)
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(975,113)
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Total
liabilities and shareholders' equity
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$278,336
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$529,060
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Nature of
operations and going concern (note 1)
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The accompanying notes are an integral part of these condensed
consolidated interim financial statements.
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/s/ Robert A.
Dickinson
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/s/ Scott D.
Cousens
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Robert A.
Dickinson
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Scott D.
Cousens
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Director
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Director
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Amarc Resources Ltd.
Condensed
Consolidated Interim Statements of Loss
(Unaudited -
Expressed in Canadian Dollars, except for weighted average number
of common shares)
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Three
months ended June 30,
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Note
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2020
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2019
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Expenses
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10,11
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Exploration and
evaluation
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$344,091
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$311,551
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Assays and
analysis
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67,766
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5,614
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Equipment
rental
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–
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4,350
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Geological,
including geophysical
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226,673
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198,313
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Property
acquisition and assessments costs
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198
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21,268
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Site
activities
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29,591
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8,889
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Socioeconomic
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19,863
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66,486
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Travel and
accommodation
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–
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6,631
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Administration
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119,571
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182,843
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Legal, accounting
and audit
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3,767
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18,597
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Office and
administration
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11(b)
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101,554
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126,273
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Shareholder
communication
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8,113
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22,629
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Travel and
accommodation
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5,008
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10,362
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Trust and
regulatory
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1,129
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4,982
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Equity-settled
share-based compensation
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6,476
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–
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470,138
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494,394
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Other
items
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Finance
income
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(674)
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(1,728)
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Interest expense
– director's loans
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8
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32,411
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22,438
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Transaction cost
– director's loans
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8
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12,920
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38,174
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Foreign exchange
loss
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1
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40
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Net
loss
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$514,796
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$553,318
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Basic
and diluted loss per common share
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$0.00
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$0.00
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Weighted
average number of common
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shares
outstanding
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175,602,894
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170,602,894
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The accompanying notes are an integral part of these condensed
consolidated interim financial statements.
Amarc Resources Ltd.
Condensed
Consolidated Interim Statements of Comprehensive Loss
(Unaudited -
Expressed in Canadian Dollars)
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Three
months ended June 30,
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2020
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2019
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Net
loss
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$514,796
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$553,318
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Other comprehensive loss:
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Items
that will not be reclassified subsequently to profit and
loss:
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Revaluation of
marketable securities
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1,465
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5,497
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Total
other comprehensive loss
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1,465
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5,497
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Comprehensive
loss
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$516,261
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$558,815
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The accompanying notes are an integral part of these condensed
consolidated interim financial statements.
Condensed
Consolidated Interim Statements of Changes in (Deficiency)
Equity
(Unaudited -
Expressed in Canadian Dollars, except for share
information)
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Share
capital
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Reserves
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Number of
shares
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Amount
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Share-based
payments reserve
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Investment
revaluation reserve
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Share
warrants reserve
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Deficit
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Total
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Balance at April 1,
2019
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170,602,894
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$64,041,556
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$2,202,640
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$19,519
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$2,882,923
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$(69,689,556)
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$(542,918)
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Net loss for the
period
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–
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–
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–
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–
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–
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(553,318)
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(553,318)
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Other comprehensive loss for the
period
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–
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–
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–
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(5,497)
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–
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–
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(5,497)
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Total comprehensive
loss
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–
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–
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–
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(5,497)
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–
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(553,318)
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(558,815)
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Gain on disposition of equity
investments at FVTOCI
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–
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–
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–
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(5,455)
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–
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5,455
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–
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Balance at June
30, 2019
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170,602,894
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$64,041,556
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$2,202,640
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$14,022
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$2,882,923
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$(70,242,874)
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$(1,101,733)
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Balance at April 1,
2020
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175,602,894
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$64,341,556
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$2,244,764
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$13,761
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$3,373,372
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$(70,948,566)
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$(975,113)
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Net loss for the
period
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–
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–
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–
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–
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–
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(514,796)
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(514,796)
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Other comprehensive loss for the
period
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–
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–
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–
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(1,465)
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–
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–
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(1,465)
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Total comprehensive
loss
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–
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–
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–
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(1,465)
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–
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(514,796)
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(516,261)
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Equity-settled share-based
compensation
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–
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–
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6,476
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–
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–
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–
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6,476
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Balance at June
30, 2020
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175,602,894
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$64,341,556
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$2,251,240
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$12,296
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$3,373,372
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$(71,463,362)
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$(1,484,898)
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The accompanying notes are an integral part of these condensed
consolidated interim financial statements.
Amarc Resources Ltd.
Condensed
Consolidated Interim Statements of Cash Flows
(Unaudited -
Expressed in Canadian Dollars)
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Three
months ended June 30,
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Note
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2020
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2019
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Operating
activities
|
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Loss for the
period
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$(514,796)
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$(553,318)
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Adjustments
for:
|
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Equity-settled
share-based compensation
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6,476
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–
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Finance
income
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–
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(1,728)
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Interest expense
– director's loans
|
8
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32,411
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22,438
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Transaction cost
– director's loans
|
8
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12,920
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38,174
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|
|
|
|
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Changes in working
capital items
|
|
|
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Amounts receivable
and other assets
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22,980
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271,848
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Restricted
cash
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(258)
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–
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Accounts payable
and accrued liabilities
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(2,749)
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24,082
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Balance due to a
related party
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216,478
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8,727
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Net cash (used in)
provided by operating activities
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(226,538)
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(189,777)
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|
|
|
|
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Investing
activities
|
|
|
|
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Proceeds from
disposition of marketable securities
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–
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5,455
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Interest
received
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–
|
1,728
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Net cash provided
by investing activities
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|
–
|
7,183
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|
|
|
|
|
|
Financing
activities
|
|
|
|
|
Interest paid on
director's loans
|
8
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–
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(22,192)
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Net cash (used in)
financing activities
|
|
–
|
(22,192)
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|
|
|
|
|
|
Net
(decrease) increase in cash
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|
(226,538)
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(204,786)
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Cash,
beginning balance
|
|
249,183
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282,996
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|
Cash,
ending balance
|
3
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$22,645
|
$78,210
|
The accompanying notes are an integral part of these condensed
consolidated interim financial statements.
Amarc Resources Ltd.
Notes to the Condensed Consolidated Interim Financial
Statements
For the
three months ended June 30, 2020 and 2019
(Unaudited – Expressed in Canadian Dollars, unless otherwise
stated)
1.
Nature of
operations and going concern
Amarc
Resources Ltd. (“Amarc” or the “Company”)
is a company incorporated under the laws of the Province of British
Columbia (“BC”). Its principal business activity is the
acquisition and exploration of mineral properties. The
Company’s mineral property interests are located in BC. The
address of the Company’s corporate office is 15th Floor, 1040
West Georgia Street, Vancouver, BC, Canada V6E 4H1.
The
Company is in the process of exploring its mineral property
interests and has not yet determined whether its mineral property
interests contain economically recoverable mineral reserves. The
Company’s continuing operations are entirely dependent upon
the existence of economically recoverable mineral reserves, the
ability of the Company to obtain the necessary financing to
continue the exploration and development of its mineral property
interests and to obtain the permits necessary to mine, and the
future profitable production from its mineral property interest or
proceeds from the disposition of its mineral property
interests.
These
condensed consolidated interim financial statements as at and for
the three months ended June 30, 2020 (the “Financial
Statements”) have been prepared on a going concern basis,
which contemplates the realization of assets and the discharge of
liabilities in the normal course of business for the foreseeable
future. As at June 30, 2020, the Company had cash of $22,645, a
working capital deficit of $1,138,260, and a shareholders’
deficiency of $71,463,362.
The
Company will need to seek additional financing to meet its
exploration and development objectives. The Company has a
reasonable expectation that additional funds will be available when
necessary to meet ongoing exploration and development costs.
However, there can be no assurance that the Company will continue
to be able to obtain additional financial resources or will achieve
profitability or positive cash flows. If the Company is unable to
obtain adequate additional financing, the Company will be required
to re-evaluate its planned expenditures until additional funding
can be raised through financing activities. These factors indicate
the existence of a material uncertainty that casts significant
doubt about the Company’s ability to continue as a going
concern.
These
Financial Statements do not include any adjustments to the
recoverability and classification of recorded asset amounts and
classification of liabilities that may be necessary should the
Company be unable to continue as a going concern.
2.
SIGNIFICANT ACCOUNTING POLICIES
The
principal accounting policies applied in the preparation of these
Financial Statements are described below. These policies have been
consistently applied for all years presented, unless otherwise
stated.
Amarc Resources Ltd.
Notes to the Condensed Consolidated Interim Financial
Statements
For the
three months ended June 30, 2020 and 2019
(Unaudited – Expressed in Canadian Dollars, unless otherwise
stated)
(a)
Statement of compliance
These
Financial Statements have been prepared in accordance with IAS 34,
Interim Financial Reporting (“IAS 34”), as issued by
the International Accounting Standards Board (“IASB”)
and the interpretations by the IFRS Interpretation Committee
(“IFRIC”). These Financial Statements do not include
all of the information and footnotes required by International
Financial Reporting Standards (“IFRS”) for complete
financial statements for year-end reporting purposes. These
Financial Statements should be read in conjunction with the
Company’s consolidated financial statements as at and for the
year ended March 31, 2020. Results for the reporting period ended
June 30, 2020 are not necessarily indicative of future results. The
accounting policies and methods of computation applied by the
Company in these Financial Statements are the same as those applied
by the Company in its more recent annual financial statements,
which are filed under the Company’s provide on SEDAR at
www.sedar.com.
The
Audit Committee of the Company’s Board of Directors
authorized these Financial Statements for issuance on August 28,
2020.
(b)
Basis of presentation and consolidation
These
Financial Statements have been prepared on a historical cost basis,
except for certain financial instruments classified as fair value
through other comprehensive income, which are reported at fair
value. In addition, these Financial Statements have been prepared
using the accrual basis of accounting, except for cash flow
information.
These
Financial Statements include the financial statements of the
Company and its wholly-owned subsidiary, 1130346 B.C. Ltd. (the
“Subco”), incorporated under the laws of BC. The Subco
was incorporated for the purposes of entering into an option
agreement related to the JOY Project. As at June 30, 2020 and 2019,
the Subco did not have any assets, liabilities, income or expenses.
Intercompany balances and transactions are eliminated in full on
consolidation.
Certain
comparative amounts have been reclassified to conform to the
presentation adopted in the current period.
(c)
Significant accounting estimates and judgements
The
critical estimates and judgements applied in the preparation of
these Financial Statements are consistent with those applied in the
Company’s audited consolidated financial statements as at and
for the year ended March 31, 2020.
(d)
Operating segments
The
Company operates as a single reportable segment—the acquisition,
exploration and development of mineral properties. All assets are
held in Canada.
Amarc Resources Ltd.
Notes to the Condensed Consolidated Interim Financial
Statements
For the
three months ended June 30, 2020 and 2019
(Unaudited – Expressed in Canadian Dollars, unless otherwise
stated)
3.
CASH
The
Company’s cash is invested in business and savings accounts,
which are available on demand by the Company.
4.
RESTRICTED CASH
Restricted
cash represents amounts held in support of exploration permits. The
amounts are refundable subject to the consent of regulatory
authorities upon completion of any required reclamation work on the
related projects.
5.
AMOUNTS RECEIVABLE AND OTHER ASSETS
|
|
June
30,
2020
|
March
31,
2020
|
|
Sales tax
refundable
|
$23,831
|
$16,858
|
|
Prepaid
insurance
|
36,567
|
66,520
|
|
Total
|
$60,398
|
$83,378
|
6.
EXPLORATION AND EVALUATION EXPENSES AND COST
RECOVERIES
Below
is a summary of the Company’s major exploration projects and
their associated roaylaties , where the Company is currently
incurring the majority of its exploration work.
(a)
IKE Project Capped Royalties
Amarc
has a 100% interest in the IKE, Granite, Galore and Juno
Properties, which make up the IKE Project that is located in
south-central BC. The mineral claims comprising the Juno Property
were staked and are owned 100% by the Company.
The IKE
Property claims carry a Net Smelter Return (“NSR”)
royalty obligation of 1%, subject to a $2 million cap with the
Company able to purchase the royalty at any time by payment of the
same amount. These claims carry an additional NSR royalty of 2%,
subject to the Company retaining the right to purchase up to the
entire royalty amount by the payment of up to $4 million. The
Company has also agreed to make annual advance royalty payments of
$50,000 to the holders of the 2% NSR royalty interest and, upon
completion of a positive feasibility study, to issue to these same
parties 500,000 common shares.
Amarc Resources Ltd.
Notes to the Condensed Consolidated Interim Financial
Statements
For the
three months ended June 30, 2020 and 2019
(Unaudited – Expressed in Canadian Dollars, unless otherwise
stated)
The
Granite Property claims are subject to a 2% NSR royalty which can
be purchased for $2 million. In addition, there is an underlying
2.5% NSR royalty on certain mineral claims within the Granite
Property, which can be purchased at any time for $1.5 million less
any amount of royalty already paid.
The
entire IKE Project is subject to a 1% NSR royalty from mine
production capped at a total of $5 million.
(b)
JOY Project Royalities
The
100% Amarc owned JOY Project comprises the JOY, PINE and Paula
Properties, and also the STAKED Claims, which is located in
north-central BC. The mineral claims comprising the STAKED Claims
were staked and are owned 100% by the Company.
On
November 21, 2017, Amarc acquired 100% interest in the JOY Property
from a private company wholly-owned by one of its directors (note
10(c)) for the reimbursement of the vendor’s direct
acquisition costs of $335,299. The JOY Property is subject to an
underlying 3% NSR royalty from production to a former owner, which
is capped at $3.5 million.
The
PINE Property is subject to a 2.5% Net Profit Interest
(“NPI”) royalty on mineral claims comprising about 96%
of the PINE Property and a 1% NSR royalty on the balance of the
claims. The NPI royalty can be reduced to 1.25% at any time through
the payment of $2.5 million in cash or shares. The NSR royalty can
be reduced to 0.50% through payment of $2.5 million in cash or
shares.
The
PINE Property is also subject to a 3% underlying NSR royalty
payable from production to a former owner and capped at $5 million
payable from production.
The
Paula Property, which comprises a single mineral claim, is subject
to a 1% NSR royalty payable from commercial production that is
capped at $0.5 million.
DUKE
Project
The
DUKE Project is located in central BC. In November 2016, the
Company entered into a purchase agreement with a private company
wholly-owned by one of its directors (note 10(c)) to purchase a
100% interest in the DUKE property for the reimbursement of the
vendor’s direct acquisition costs of $168,996.
7.
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
|
|
June
30,
2020
|
March
31,
2020
|
|
Accounts
payable
|
$77,331
|
$80,075
|
|
Accrued
liabilities
|
19,996
|
20,000
|
|
Total
|
$97,327
|
$100,075
|
Amarc Resources Ltd.
Notes to the Condensed Consolidated Interim Financial
Statements
For the
three months ended June 30, 2020 and 2019
(Unaudited – Expressed in Canadian Dollars, unless otherwise
stated)
8.
DIRECTORS LOANS
|
|
Three months
ended
June 30,
2020
|
Year
ended
March 31,
2020
|
|
Opening
balance
|
$812,119
|
$893,800
|
|
Principal
advances
|
–
|
675,000
|
|
Principal
repayments
|
–
|
(375,000)
|
|
Transactions
costs
|
–
|
(490,449)
|
|
Amortization of
transaction costs
|
12,920
|
108,768
|
|
Closing
balance
|
$825,039
|
$812,119
|
|
|
Three months
ended
June 30,
2020
|
Year
ended
March 31,
2020
|
|
Current
portion
|
$300,000
|
$300,000
|
|
Non-current
portion
|
525,039
|
512,119
|
|
Total
|
$825,039
|
$812,119
|
|
Finance
expenses
|
Three months
ended June 30,
|
|
|
|
2020
|
2019
|
|
Interest on
director’s loan
|
$32,411
|
$22,438
|
|
Amortization of
transaction costs
|
12,920
|
38,174
|
|
Total
|
$45,331
|
$60,612
|
(a)
2019 loan
In
December 2019, the Company entered into a loan extension and
amendment agreement (the “Loan”) with a director and
significant shareholder of the Company (the “Lender”),
pursuant to which a previous loan agreement with a maturity date of
November 26, 2019 was extended for five years or earlier pending
the achievement of certain financing milestones. The Loan has a
principal sum of $1,000,000, is unsecured and bears interest at a
rate of 10% per annum.
Pursuant
to the Loan, the Company issued to the Lender a loan bonus
comprising of 16,000,000 common share purchase warrants (the
“Warrants”) with an expiry of five years and an
exercise price of $0.05 per share (note 9(c)(i)).
(b)
2019 bridge loans
In July
and August 2019, the Company entered into certain loan agreements
(collective the “Bridge Loans”) with a director of the
Company and a private company wholly-owned by a director of the
Company (collectively the “Bridge Lenders”), pursuant
to which the Bridge Lenders advanced to the Company an aggregate
principal sum of $375,000 with a 1-year term and bearing interest
at 10% per annum. The Bridge Loans were fully repaid in September
2019.
Amarc Resources Ltd.
Notes to the Condensed Consolidated Interim Financial
Statements
For the
three months ended June 30, 2020 and 2019
(Unaudited – Expressed in Canadian Dollars, unless otherwise
stated)
In
December 2019, the Company entered into a loan agreement (the
“Second Bridge Loan”) with a director of the Company
(the “Second Bridge Lender”), pursuant to which the
Second Bridge Lender advanced to the Company a principal sum of
$300,000 with a 9-month term and bearing interest at a rate of 10%
per annum.
Advances
have been measured as financial liabilities at their (cash)
transaction values, with the unamortized balance of directly
applicable transaction costs, comprised of the fair values of the
loan bonus warrants granted, representing a partially offsetting
asset balance. Such transaction costs are being expensed pro-rata
over the term of the debt, with the effect on the balance sheet
presentation being that the aggregate debt is accreted towards its
face value.
In
August 2020, the principal and interest balances of the Second
Bridge Loan were fully repaid.
9.
SHARE CAPITAL AND RESERVES
(a)
Authorized and outstanding share capital
The
Company’s authorized share capital consists of an unlimited
number of common shares without par value (“Common
Shares”) and an unlimited number of preferred shares. All
issued Common Shares are fully paid. No preferred shares have been
issued.
As at
June 30, 2020, there were 175,602,894 Common Shares issued and
outstanding (June 30, 2019 – 170,602,894).
(b)
Share purchase options
The
following summarizes changes in the Company’s share purchase
options (the “Options”):
|
|
June 30,
2020
|
June 30,
2019
|
||
|
|
Weighted Average
Exercise Price
|
Number of
Options
|
Weighted Average
Exercise Price
|
Number of
Options
|
|
Outstanding –
beginning balance
|
$0.05
|
2,000,000
|
-
|
-
|
|
Grant
|
-
|
-
|
-
|
-
|
|
Outstanding –
ending balance
|
$0.05
|
2,000,000
|
-
|
-
|
Amarc Resources Ltd.
Notes to the Condensed Consolidated Interim Financial
Statements
For the
three months ended June 30, 2020 and 2019
(Unaudited – Expressed in Canadian Dollars, unless otherwise
stated)
The
following summarizes information on the options outstanding and
exercisable as at June 30, 2020:
|
|
Options
Outstanding
|
Options
Exercisable
|
||
|
Exercise
price
|
Weighted Average
Remaining Contractual Life (years)
|
Number of
Options
|
Weighted Average
Remaining Contractual Life (years)
|
Number of
Options
|
| $0.05 |
4.26
|
2,000,000
|
4.26
|
1,000,000
|
|
Total
|
4.26
|
2,000,000
|
4.26
|
1,000,000
|
(c)
Share purchase warrants
The
following common share purchase warrants were outstanding at June
30, 2020 and March 31, 2019:
|
|
Exercise
price
|
June
30,2020
|
March
31,2020
|
|
Issued pursuant to
the Loan (note
9(b)(i))
|
$0.05
|
16,000,000
|
16,000,000
|
|
Total
|
|
16,000,000
|
16,000,000
|
(i)
2019 loan bonus warrants
In
December 2019, 16,000,000 share purchase warrants were issued
pursuant to the Loan (note 8(a)). The fair value of these warrants
at issue was determined to be $490,449 at $0.03 per warrant using
the Black-Scholes pricing model and based on the following
assumptions: risk-free rate of 1.57%; expected volatility of 144%;
underlying market price of $0.035; strike price of $0.05; expiry
term of 5 years; and, dividend yield of nil.
In
August 2020, 3,000,000 share purchase warrants were exercised for
financing the flow-through eligible expenses to be
incurred.
10.
RELATED PARTY TRANSACTIONS
|
Balances
due to related parties
|
June
30,
2020
|
March
31,
2020
|
|
Hunter Dickinson
Services Inc.
|
$718,216
|
$507,232
|
|
Robert Dickinson
(interest payable)
|
117,631
|
79,726
|
|
United Mineral
Services Ltd.
|
5,021
|
5,021
|
|
Total
|
$840,868
|
$591,979
|
Amarc Resources Ltd.
Notes to the Condensed Consolidated Interim Financial
Statements
For the
three months ended June 30, 2020 and 2019
(Unaudited – Expressed in Canadian Dollars, unless otherwise
stated)
(a)
Transactions with key management personnel
Key
management personnel (“KMP”) are those persons that
have the authority and responsibility for planning, directing, and
controlling the activities of the Company, directly and indirectly,
and by definition include all the directors of the
Company.
Note 8
includes the details of a director’s loan. Note 6(b) and 6(c)
includes the details of the acquisition of mineral property
interests from a private entity wholly-owned by one of the
directors of the Company.
During
the three months ended June 30, 2020 and 2019, the Company’s
President, Chief Executive Officer and Director; Chief Financial
Officer (June 30, 2019 only); and Corporate Secretary provided
services to the Company under a service agreement with Hunter
Dickinson Services Inc. (note 10(b)).
During
the three months ended June 30, 2020, the Company incurred a $1,000
fee for the services provided by the new Chief Financial
Officer.
There
were no other transactions with KMP during the three months ended
June 30, 2020 and 2019.
(b)
Hunter Dickinson Services Inc.
Hunter
Dickinson Inc. (“HDI”) and its wholly-owned subsidiary
Hunter Dickinson Services Inc. (“HDSI”) are private
companies established by a group of mining professionals. HDSI
provides contract services for a number of mineral exploration and
development companies, and also to companies that are outside of
the mining and mineral development space. Amarc acquires services
from a number of related and arms-length contractors, and it is at
Amarc’s discretion that HDSI provides certain contract
services.
The
Company has one director in common with HDSI, namely Robert
Dickinson. Also, the Company’s President, Chief Executive
Officer and Director, Chief Financial Officer (until March 31,
2020) and Corporate Secretary are employees of HDSI and are
contracted to work for the Company under an employee secondment
agreement between the Company and HDSI.
Pursuant
to an agreement dated July 2, 2010, HDSI provides certain cost
effective technical, geological, corporate communications,
regulatory compliance, and administrative and management services
to the Company, on a non-exclusive basis as needed and as requested
by the Company. As a result of this relationship, the Company has
ready access to a range of diverse and specialized expertise on a
regular basis, without having to engage or hire full-time employees
or experts. The Company benefits from the economies of scale
created by HDSI which itself serves several clients both within and
external to the exploration and mining sector.
The
Company is not obligated to acquire any minimum amount of services
from HDSI. The monetary amount of the services received from HDSI
in a given period of time is a function of annually set and agreed
charge-out rates for and the time spent by each HDSI employee
engaged by the Company.
HDSI
also incurs third-party costs on behalf of the Company. Such third
party costs include, for example, capital market advisory services,
communication services and office supplies. Third-party costs are
billed at cost, without markup.
Amarc Resources Ltd.
Notes to the Condensed Consolidated Interim Financial
Statements
For the
three months ended June 30, 2020 and 2019
(Unaudited – Expressed in Canadian Dollars, unless otherwise
stated)
There
are no ongoing contractual or other commitments resulting from the
Company's transactions with HDSI, other than the payment for
services already rendered and billed. The agreement may be
terminated upon 60 days' notice by either the Company or
HDSI.
The
following is a summary of transactions with HDSI that occurred
during the reporting period:
|
Transactions
with HDSI
|
Three months
ended June 30,
|
|
|
(rounded to the nearest thousand CAD)
|
2020
|
2019
|
|
Services received
from HDSI and as requested by the Company
|
$307,000
|
$299,000
|
|
Information
technology – infrastructure and support services
|
15,000
|
15,000
|
|
Reimbursement, at
cost, of third-party expenses incurred by HDSI on behalf of the
Company
|
64,000
|
46,000
|
|
Total
|
$386,000
|
$360,000
|
(c)
United Mineral Services Ltd.
United
Mineral Services Ltd. (“UMS”) is a private company
wholly-owned by one of the directors of the Company. UMS is engaged
in the acquisition and exploration of mineral property
interests.
In
November 2016, the Company acquired from UMS a 100% interest in two
mineral property interests, namely the JOY Property (note 6(b)) and
the DUKE Property (note 6(c)), for aggregate acquisition costs of
$504,295 which were the direct acquisition costs of UMS for the two
property interests.
The
following is a summary of transactions with UMS that occurred
during the reporting period:
|
Transactions
with UMS
|
Three months
ended June 30,
|
|
|
(rounded to the nearest thousand CAD)
|
2020
|
2019
|
|
Services received
from UMS and as requested by the Company
|
$-
|
$9,000
|
|
Total
|
$-
|
$20,000
|
Amarc Resources Ltd.
Notes to the Condensed Consolidated Interim Financial
Statements
For the
three months ended June 30, 2020 and 2019
(Unaudited – Expressed in Canadian Dollars, unless otherwise
stated)
11.
SUPPLEMENTARY INFORMATION TO THE CONSOLIDATED STATEMENTS OF
LOSS
(a)
Employees’ salaries and benefits
The
employees’ salaries and benefits included in exploration and
evaluation expenses and administration expenses are as
follows:
|
Employees’
salaries and benefits
|
Three months
ended June 30,
|
|
|
(rounded to the nearest thousand CAD)
|
2020
|
2019
|
|
Salaries and
benefits included in the following:
|
|
|
|
Exploration and
evaluation expenses
|
$287,000
|
$203,000
|
|
Administration
expenses 1
|
92,000
|
111,000
|
|
Total
|
$379,000
|
$314,000
|
1
This amount
includes salaries and benefits included in office and
administration expenses (note 11(b)) as well as other salaries and
benefits expenses classified as administration
expenses.
(b)
Office and administration expenses
Office
and administration expenses include the following:
|
Office
and administration expenses
|
Three months ended June 30,
|
|
|
(rounded to the nearest thousand CAD)
|
2020
|
2019
|
|
Salaries and
benefits
|
$61,000
|
$97,000
|
|
Insurance
|
21,000
|
12,000
|
|
Data processing and
retention
|
15,000
|
15,000
|
|
Other office
expenses
|
4,000
|
3,000
|
|
Total
|
$101,000
|
$127,000
|
Exhibit 99.2

AMARC RESOURCES LTD.
MANAGEMENT'S
DISCUSSION AND ANALYSIS
FOR
THE THREE MONTHS ENDED JUNE 30, 2020
|
AMARC RESOURCES LTD.
MANAGEMENT’S
DISCUSSION AND ANALYSIS
FOR
THE THREE MONTHS ENDED JUNE 30, 2020
|
|
1.1
|
Date
|
3
|
|
1.2
|
Overview
|
3
|
|
1.3
|
Selected Annual Information
|
20
|
|
1.4
|
Summary of Quarterly Results
|
20
|
|
1.5
|
Results of Operations
|
20
|
|
1.6
|
Liquidity
|
22
|
|
1.7
|
Capital Resources
|
22
|
|
1.8
|
Off-Balance Sheet Arrangements
|
23
|
|
1.9
|
Transactions with Related Parties
|
23
|
|
1.10
|
Fourth Quarter
|
24
|
|
1.11
|
Proposed Transactions
|
24
|
|
1.12
|
Critical Accounting Estimates
|
24
|
|
1.13
|
Changes in Accounting Policies including Initial
Adoption
|
24
|
|
1.14
|
Financial Instruments and Other Instruments
|
24
|
|
1.15
|
Other MD&A Requirements
|
24
|
|
1.15.1
|
Additional Disclosure for Venture Issuers without Significant
Revenue
|
24
|
|
1.15.2
|
Disclosure of Outstanding Share Data
|
25
|
|
1.15.3
|
Disclosure Controls and Procedures
|
25
|
|
1.15.4
|
Internal Controls over Financial Reporting Procedures
|
25
|
|
1.15.5
|
Limitations of Controls and Procedures
|
26
|
|
1.16
|
Risk Factors
|
26
|
-2-
|
AMARC RESOURCES LTD.
MANAGEMENT’S
DISCUSSION AND ANALYSIS
FOR
THE THREE MONTHS ENDED JUNE 30, 2020
|
1.1
DATE
This
Management's Discussion and Analysis ("MD&A") should be read in
conjunction with the audited consolidated financial statements (the
“Annual Financial Statements”) of Amarc Resources Ltd.
(“Amarc”, or the “Company”) for the year
ended March 31, 2020, and the unaudited condensed consolidated
interim financial statements (the “Financial
Statements”) of the Company for the three months ended June
30, 2020, both of which are publicly available on SEDAR at
www.sedar.com.
All monetary amounts herein are expressed in Canadian Dollars
("CAD") unless otherwise stated.
The
Company reports in accordance with International Financial
Reporting Standards as issued by the International Accounting
Standards Board ("IASB") and interpretations of the IFRS
Interpretations Committee (together known as "IFRS"). The following
disclosure and associated Financial Statements are presented in
accordance with IFRS.
This
MD&A is prepared as of August 28, 2020.
|
Cautionary Note to Investors Concerning Forward-looking
Statements
This discussion and analysis includes
certain statements that may be deemed “forward-looking
statements”. All such statements, other than statements of
historical fact that address exploration drilling, exploitation
activities and other related events or developments are
forward-looking statements. Although Amarc Resources Ltd.
(“Amarc”) believes the expectations expressed in such
forward- looking statements are based on reasonable assumptions,
such statements are not guarantees of future performance and actual
results or developments may differ materially from those in the
forward-looking statements. Assumptions used by Amarc to develop
forward- looking statements include the following: Amarc’s
projects will obtain all required environmental and other permits
and all land use and other licenses, studies and exploration of
Amarc’s projects will continue to be positive and no
geological or technical problems will occur. Factors that could
cause actual results to differ materially from those in
forward-looking statements include market prices, potential
environmental issues or liabilities associated with exploration,
development and mining activities, exploitation and exploration
successes, continuity of mineralization, uncertainties related to
the ability to obtain necessary permits, licenses and tenure and
delays due to third party opposition, changes in and the effect of
government policies regarding mining and natural resource
exploration and exploitation, and exploration and development of
properties located within Aboriginal groups asserted territories
may affect or be perceived to affect asserted aboriginal rights and
title, which may cause permitting delays or opposition by
Aboriginal groups, continued availability of capital and financing
and general economic, market or business conditions, as well as
risks relating to the uncertainties with respect to the effects of
COVID-19. Investors are cautioned that any such statements are not
guarantees of future performance and actual results or developments
may differ materially from those projected in the forward-looking
statements. For more information on Amarc investors should review
the Company’s annual Form 20-F filing with the United States
Securities and Exchange Commission (the “SEC”)
at www.sec.gov and
its home jurisdiction filings that are available at
www.sedar.com.
Cautionary Note to Investors Concerning Estimates of Inferred
Resources:
This discussion and analysis uses the terms “measured
resources”, “indicated resources” and
“inferred resources” which are recognized and required
by Canadian regulators under National Instrument 43-101
(“43-101”). The SEC has adopted amendments to its
disclosure rules to modernize the mineral property disclosure
requirements for issuers whose securities are registered with the
SEC under the U.S. Exchange Act, effective February 25, 2019 (the
“SEC Modernization Rules”). The SEC Modernization Rules
adopt definitions of the terms and the categories of resources
which are “substantially similar” to the corresponding
terms under Canadian regulations in 43-101. Accordingly, there is
no assurance any mineral resources that we may report under 43-101
would be the same had we prepared the resources estimates under the
standards adopted under the SEC Modernization Rules. Amarc cautions
investors not to assume that all or any part of the mineral
deposits in these categories will ever be converted into reserves.
Under Canadian rules, estimates of inferred resources may not form
the basis of feasibility or pre-feasibility studies, or economic
studies except for a Preliminary Economic Assessment as defined
under 43-101. Investors are cautioned not to assume that all or
part of an inferred resource is economically or legally
mineable.
|
Amarc
is a mineral exploration and development company with an
experienced and successful
management team
focused on developing a new generation of British Columbia
(“BC”) copper (“Cu”) mines. By combining
strong projects and funding with successful management, Amarc has
created a solid platform to commence value creation.
-3-
|
AMARC RESOURCES LTD.
MANAGEMENT’S
DISCUSSION AND ANALYSIS
FOR
THE THREE MONTHS ENDED JUNE 30, 2020
|
Through
its work programs Amarc has substantially advanced its 100% owned
IKE, DUKE and JOY porphyry Cu deposit districts located in
southern, central and northern BC, respectively. Each of these Cu
districts have proximity to industrial infrastructure, power, rail
and highways. The IKE, DUKE and JOY Projects have significant
potential for the discovery of important scale, porphyry Cu- Au and
Cu-Mo deposits. The Company is also actively evaluating Cu and Au
projects with a view to acquisition.
LOCATION
OF THE COMPANY'S IKE, DUKE AND JOY PROJECTS

The 462
km2 IKE Project is located 33
km northwest of the historical mining community of Gold Bridge near
the heartland of BC’s producing porphyry Cu mines. The IKE
Project includes the IKE porphyry Cu-Mo-Ag deposit discovery, the
high potential Greater Empress Copper-Gold Project
(“GECAP”) that hosts the Empress Cu-Au-Ag deposit and
other significant porphyry Cu-Au-Mo-Ag and Cu-Au-Ag replacement
deposit targets, and also the number of promising porphyry Cu and
Au- Ag epithermal targets within the greater IKE District. The
Project shares many characteristics with porphyry districts around
the globe that host major, and commonly multiple,
Cu±Au±Mo±Ag deposits and has the potential to
possess the grades and resources necessary to develop into an
important mining camp.
-4-
|
AMARC RESOURCES LTD.
MANAGEMENT’S
DISCUSSION AND ANALYSIS
FOR
THE THREE MONTHS ENDED JUNE 30, 2020
|
Subject
to funding Amarc is planning an expanded drill program at the IKE
deposit with the goal of establishing a NI-43-101 compliant
resource, and at the GECAP an integrated program to drill test the
high potential drill-ready targets with survey work on other
promising targets to bring them to a drill ready status. The
Company has the required drill and IP permits in hand for the
proposed work program.
Amarc’s DUKE
Project is located 80 km northeast of Smithers within the Babine
District (the “District”), one of BC’s most
prolific porphyry Cu-Au belts. The District, a 40 by 100 km north-
northwesterly striking mineralized belt is host to Noranda
Mines’ past producing Bell and Granisle Cu-gold mines that
produced a total of 1.1 billion pounds of Cu, 634,000 ounces of Au
and 3.5 million ounces of Ag1,
and the advanced stage Morrison Cu-Au deposit. The DUKE Project
includes both the DUKE porphyry Cu deposit target discovery and a
series of high potential porphyry Cu-Au deposit targets generated
form the Company’s comprehensive district-scale targeting
program.
The
Company is currently planning how best to undertake the drilling
required to delineate the geometry and grade distribution of its
DUKE discovery in order to inform a mineral resource estimate and
related studies. In addition, on it’s regional targets Amarc
is planning for initial ground surveys taking advantage of
extensive logging road networks across the property. These focused
surveys would be followed by RC drilling to test prioritized
targets for the presence of potential porphyry Cu- Au mineralized
systems below cover and, where a deposit target is confirmed core
drilling to determine the extent, grade and geometry of the
mineralized system. The Company has permits in hand to commence
these works.
Amarc’s
100%-owned 482 km2 JOY Project
covers the northern extension of the prolific Kemess porphyry Cu-Au
district (the “Kemess District”) in the Toodoggone
region of north-central BC. The JOY claims are located
approximately 20 km north of the former Kemess South Mine and the
government-approved Kemess underground project. In mid-2017,
Centerra Gold Inc. (“Centerra”) purchased the Kemess
District from AuRico Metals Inc. for $310 million2. The Project includes the PINE porphyry
Cu-Au deposit and MEX porphyry Cu-Au deposit target which have seen
several phases of historical drilling. Work by Amarc has identified
significant expansion potential at both that requires drill
testing. In addition, Amarc’s extensive exploration surveys
have defined seven large (approximately 1 to 8 km2), high potential porphyry Cu-Au
exploration target areas. Each of these target areas hosts multiple
targets that are either drill-ready, or can rapidly be brought up
to a drill ready status by the completion of focused surface
surveys.
1 MINFILE Number 093L 146 and 093M 001
MINFILE Production Detail Report, BC Geological Survey, Ministry of
Energy and Mines, BC.
2 Centerra Gold Inc. news release January
8, 2018.
-5-
|
AMARC RESOURCES LTD.
MANAGEMENT’S
DISCUSSION AND ANALYSIS
FOR
THE THREE MONTHS ENDED JUNE 30, 2020
|
Amarc
is planning the next phase of the JOY Project exploration to
include core drill testing of drill- ready targets, undertaken
concurrently with low-cost surface exploration work to efficiently
bring the new exploration targets up to a drill-ready
status.
Amarc’s
senior management and project team seeks early and meaningful
engagement with local landowners, First Nations and other land
interests to ensure its mineral exploration and development
activities are well-coordinated and broadly supported, to address
local priorities and concerns, and to optimize opportunities for
collaboration and local benefit. In particular, the Company seeks
to establish mutually beneficial partnerships with Indigenous
groups within whose traditional territories its projects are
located - including through the provision of jobs, training
programs, contract opportunities, capacity funding agreements and
sponsorship of community events. All Amarc work programs are
carefully planned to achieve high levels of environmental and
social performance.
The IKE Project
Amarc’s 100%
owned IKE Project is located 35 km northwest of the town of Gold
Bridge in southwestern BC near the heartland of the provinces
producing porphyry Cu mines. It is proximal to industrial
infrastructure including power, and also highways and rail that
connect the Project to Vancouver and its port
facilities.
Hydrothermal
alteration and mineralization, which is prospective for the
discovery of porphyry Cu±Au±Mo±Ag and related
deposit types occurs throughout the 462 km2 IKE Project. The Project occupies a
highly fertile block of crust where magmatic‐hydrothermal‐structural
characteristics are favorable for the formation of
intrusion-related Cu±Au±Mo±Ag deposits with good
grade (see below). These characteristics are common to most
porphyry districts around the globe that host major, and commonly
multiple, Cu±Au±Mo±Ag deposits.
The IKE
Project includes the IKE porphyry Cu-Mo-Ag deposit discovery, the
high potential GECAP are that hosts the Empress Cu-Au-Ag deposit
and significant porphyry Cu-Au-Mo-Ag and Cu-Au-Ag replacement
deposit targets, and also the number of promising porphyry Cu and
Au-Ag epithermal targets within the greater IKE District. The
Project has the potential to possess the grades and resources
necessary to develop into an important mining camp.
Further
to the information provided below additional detail on the IKE
Project can be found in the Company’s recently filed National
Instrument 43-101 Technical Report under Amarc’s profile at
www.sedar.com and
on the Company’s website at www.amarcresources.com/ahr/Home.asp.
IKE Porphyry Copper-Molybdenum-Silver Deposit
The
potential of the IKE porphyry deposit was recognized by Amarc
during a review of porphyry occurrences located in underexplored
mineral belts in BC. Limited historical drilling indicated the
presence of a mineral system with characteristics favorable for an
economically viable porphyry Cu-Mo-Ag deposit, underlying a
significant area of gossanous material. Three historical drill
holes, located over approximately 220 m, had intersected long
continuous intercepts of chalcopyrite and molybdenite
mineralization with encouraging grades, for example:
-6-
|
AMARC RESOURCES LTD.
MANAGEMENT’S
DISCUSSION AND ANALYSIS
FOR
THE THREE MONTHS ENDED JUNE 30, 2020
|
Hole
11-1: 186 m of 0.41% CuEQ3 at
0.31% Cu, 0.022% Mo, 1.9 g/t Ag and 0.01 g/t Au
Incl.:
58 m of 0.52% CuEQ at 0.39% Cu, 0.031% Mo, 1.9 g/t Ag and 0.02 g/t
Au
Hole
11-2: 120 m of 0.41% CuEQ at 0.31% Cu, 0.020% Mo, 3.3 g/t Ag and
0.01 g/t Au
Incl.:
32 m of 0.58% CuEQ at 0.42 % Cu, 0.028% Mo, 6.3 g/t Ag and 0.02g/t
Au
There
was no follow up exploration until Amarc initiated
exploration.
Largely
co-incident magnetic, induced polarization (”IP”)
chargeability geophysics and geochemical talus fines anomalies,
together with geological alteration mapping defined an extensive 9
km2 hydrothermal system, into
which Amarc has completed approximately 15,455 m of core drilling
in 26 widely-spaced holes. This drilling has confirmed the presence
of a substantial body of porphyry Cu-Mo-Ag mineralization with
encouraging grades, over an area 1,200 m east-west by 1,000 m
north- south, and over a vertical extent of 875 m depth, that
remains open to expansion. For example:
Hole
IK15010: 128 m of 0.43% CuEQ3
at 0.33% Cu, 0.022% Mo and 3.1 g/t Ag
Incl.:
32 m of 0.58% CuEQ at 0.43% Cu, 0.032% Mo and 4.3 g/t
Ag
Hole
IK15013: 321 m @ 0.47% CuEQ at 0.32% Cu, 0.038% Mo and 3.2 g/t
Ag
Incl.:
124 m with 0.68% CuEQ at 0.43 % Cu, 0.063% Mo and 3.3 g/t
Ag
Like
many major porphyry deposits, the IKE deposit formed in a very
active, multi-stage hydrothermal system that was extensive and
robust. Geological mapping and logging of diamond drill core at IKE
indicate the deposit is hosted entirely by multi-phase intrusive
rocks. Its overall geological setting is similar to that of many
important porphyry belts along the Cordillera in North and South
America.
3 CuEQ
calculations use metal prices of: Cu US$3.00/lb, Mo US$12.00/lb, Ag
US$18.00/oz and Au US$1,400.00/oz and conceptual recoveries of: Cu
90%, Au 72%, Ag 67% and Mo 82%. Conversion of metals to an
equivalent copper grade based on these metal prices is relative to
the copper price per unit mass factored by predicted recoveries for
those metals normalized to the copper recovery. The net metal
equivalencies for each metal are added to the copper grade. The
general formula for this is: CuEQ = Cu% + (Au g/t
* (Au
recovery / Cu recovery) * (Au $ per oz/ 31.1034768) / (Cu $ per lb*
22.04623)) + (Ag g/t * (Ag recovery / Cu recovery) * (Ag $ per oz/
31.1034768) / (Cu $ per lb* 22.04623)) + (Mo % * (Mo recovery / Cu
recovery) * (Mo $ per lb / Cu $ per lb)). The estimated
metallurgical recoveries are conceptual in nature. There is no
guarantee that the metallurgical testing required to determine
metal recoveries will be done or, if done, the metallurgical
recoveries could be at this level.
-7-
|
AMARC RESOURCES LTD.
MANAGEMENT’S
DISCUSSION AND ANALYSIS
THE
THREE MONTHS ENDED JUNE 30, 2020
|
Core
observations and initial petrographic studies at IKE indicate that
the chalcopyrite and molybdenite mineralization occurs as fine to
relatively coarse, mostly discrete grains, mainly as disseminations
and less commonly in fractures and veins. Multi-element analyses
have returned consistently and unusually low concentrations of
metallurgically or environmentally deleterious elements. These
characteristics, and the generally low concentrations of pyrite at
IKE, suggest excellent potential to produce clean, good-grade Cu
and Mo concentrates by standard flotation processing.
Subject
to funding, the Company is planning an expanded phased drill
program at the IKE deposit with the goal of establishing a
NI-43-101 compliant resource, which will provide the basis for
initial future economic studies. The Company has the required
permits in hand for the proposed drill programs.
GECAP New Gold-Rich Porphyry Copper and Replacement-Style Deposit
Potential
Having
recognized the potential of the IKE porphyry Cu-Mo-Ag deposit,
Amarc consolidated the IKE Project tenure. This included an
important 35 km2 sub-area of
the Project that straddles the coastal plutonic contact for
approximately 15 km. This area known as the GECAP has seen
exploration completed by several operators since the 1920’s.
Recent compilation and integration of useful historical information
from geochemical and geophysical surveys and also drilling,
permitted a rapid advancement in the understanding of the potential
hosted in the area and the recognition of significant porphyry
Cu±Au±Mo-Ag and Cu-Au-Ag replacement deposit targets.
Potential also exits for auriferous,
polymetallic/mesothermal-epithermal deposits.
Immediate GECAP
deposit targets for focused field-based exploration include, for
example, the:
●
Empress Cu-Au-Ag replacement deposit: a
significant body of good grade mineralization that is characterized
by both common high-grade intersections, and relatively good grade
continuity. For example the following historical dill holes
intercepted:
Hole
76-3: 76 m of 1.72% CuEQ3 at
0.92% Cu, 1.42 g/t and 4.7 g/t Ag
Incl.:
32 m of 1.89% CuEQ at 1.11% Cu, 1.39 g/t Au and 4.5 g/t
Ag
Hole
89-8: 106 m of 0.56% CuEQ at 0.35% Cu, 0.36 g/t Au, 1.5 g/t Ag and
0.003% Mo
Incl.:
22 m of 1.21% CuEQ at 0.69 % Cu, 0.91 g/t Au, 2.8 g/t Ag and 0.003%
Mo
Hole
90-21: 52 m of 1.79% CuEQ at 1.10% Cu, 1.21 g/t Au, 2.5 g/t Ag and
0.004% Mo
Incl.:
22 m at 2.52% CuEQ at 1.58% Cu, 1.67g/t Au, 2.5g/t Ag and 0.006%
Mo
Note
that in hole 76-3 above Mo was not analyzed for.
Significant
potential exits for a drill program to upgrade and expand the
mineralization which remains open.
-8-
|
AMARC RESOURCES LTD.
MANAGEMENT’S
DISCUSSION AND ANALYSIS
FOR
THE THREE MONTHS ENDED JUNE 30, 2020
|
●
Empress East Cu-Au±Ag replacement deposit
target: located approximately 1 km east of the Empress
deposit, limited historical drilling at Empress East intercepted
mineralization similar to that at the Empress deposit. For
example:
Hole
91-45: 50 m at 0.64% CuEQ3 of
0.46% Cu, 0.30 g/t Au, 1.0 g/t Ag and 0.002% Mo
The
limited historical drilling together with favorable IP
chargeability and magnetic geophysical features, suggest
significant potential exists with further drilling to enlarge the
known body of mineralization and to increase the grade at Empress
East.
●
Empress Gap Cu-Au±Ag replacement
target: occupies the 1 km gap between the Empress deposit
and the Empress East target where limited historical shallow
percussion and core drilling, with historical IP chargeability
data, suggest a clear opportunity to discover additional Cu-Au
mineralization. Drill testing of this underexplored prospective
target is required.
●
Granite porphyry Cu±Au±Mo-Ag
target: porphyry-style mineralization has been intersected
in limited and tightly collared historical drill holes suggesting
that Granite could be the source of the mineralizing fluids for the
proximal Empress deposit. For example:
Hole
91-49: 92 m at 0.38% CuEQ3 of
0.22% Cu, 0.23 g/t Au, 0.4 g/t Ag and 0.008% Mo
This
target has not been adequately tested and mineralization remains
open to expansion. Step-out drilling from the known mineralization,
including the testing of proximal magnetic and IP chargeability
high features is required.
●
Empress West Cu-Au±Ag replacement and
porphyry target: this extensive target extends more than 2
km to the west of the Empress deposit and has only been tested by
widely-spaced and shallow historical percussion holes, and a few
core holes. It exhibits the same geological setting to the Empress
area, and potential to discover additional Cu-Au mineralization is
indicated by the results of the historical drilling when combined
with magnetic and IP survey data, and also elevated
Cu±Au±Mo concentrations in soils. Modern IP and drilling
is required to test a series of targets.
●
Buzzer Cu-Au-Ag±Mo porphyry target:
porphyry-style mineralization intercepted in historical drilling
may indicate that the known Buzzer body of mineralization may be
the upper-most manifestation of a large underlying auriferous
porphyry Cu deposit. Historical drilling has intercepted, for
example:
Hole
DDH-3: 99 m of 0.58% CuEQ3 at
0.43% Cu and 0.042% Mo
Hole
X-3: 44 m at 1.14% CuEQ at 0.67% Cu, 0.50 g/t Au, 5.3 g/t Ag and
0.046% Mo
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|
AMARC RESOURCES LTD.
MANAGEMENT’S
DISCUSSION AND ANALYSIS
FOR
THE THREE MONTHS ENDED JUNE 30, 2020
|
Incl.:
27 m at 1,51% CuEQ at 0.86% Cu, 0.72g/t Au, 6.6g/t Ag and 0.059%
Mo
Note
that in hole DDH-3 above Au was not analyzed for.
Consideration to
explore this possibility to depth with a > 500 m drill hole is
warranted.
●
Taylor-Windfall West
target: this target
is characterized by a strong IP chargeability anomaly located to
the west of the historical Taylor-Windfall epithermal Au mine and
could represent a lithocap to an underlying, or adjacent porphyry
Cu±Au-Ag±Mo deposit. The target warrants additional IP
and drill testing.
The
GECAP has excellent potential for expansion of the Empress deposit
and also for discovery of new Cu‐Au resources in the project
area. Subject to financing Amarc is planning an integrated program
to test the economic potential of the GECAP, which will include
drilling the high potential drill-ready targets while survey work
progresses on other promising targets to bring them to a drill
ready status. The Company has the required drill and IP permits in
hand for the proposed work program.
IKE District Porphyry and Epithermal Targets
The IKE
District hosts several known centres of porphyry Cu mineralization
(Rowbottom, Mad Major- OMG) and Au-Ag epithermal mineralization
(Battlement, Mewtwo) that exist outside of, but in proximity to and
between, the IKE deposit and GECAP areas. Limited exploration by
historical operators and/or Amarc indicates that further survey
work followed by drilling is warranted at these targets. The
Company has the permits in hand for the potential work
program.
At
Rowbottom, Cretaceous porphyry-style Cu-Mo-Au mineralization and
alteration is intermittently exposed along 550 m of Rowbottom
creek, and spatially associated with an extensive 1.3 km by 1.0 km
IP chargeability anomaly that remains open for further surveying.
Limited historical shallow percussion drilling returned good Cu and
Mo grades (Au and Ag were not analysed for), and a single core hole
completed by Amarc confirmed the presence of Au and Ag. Historical
drill intercepts include for example:
Hole
S-64: 49 m of 0.51% CuEQ3 at
0.49% Cu and 0.007% Mo
Hole
S-24: 43 m of 0.40% CuEQ at 0.28% Cu and 0.032% Mo
The
Amarc core hole intersected significant intervals of porphyry Cu-Mo
mineralization hosting elevated Ag and Au values, which are cut by
a number of post mineral dykes and returned, for
example:
RB17001:
66 m of 0.38% CuEQ3 at 0.29%
Cu, 0.006% Mo, 0.08 g/t Au and 4.1 g/t Ag
and:
21 m of 0.43% CuEQ at 0.38% Cu, 0.007% Mo and 4.3 g/t
Ag
-10-
|
AMARC RESOURCES LTD.
MANAGEMENT’S
DISCUSSION AND ANALYSIS
FOR
THE THREE MONTHS ENDED JUNE 30, 2020
|
An
historical soils grid along with both the historical and Amarc IP
chargeability anomalies suggest that a larger system could be
present, warranting further drilling both laterally and to depth in
order to determine the geometry and grade distribution of the
Rowbottom deposit target.
The Mad
Major-OMG is a Late Cretaceous to Paleocene porphyry
Cu-Mo-Ag±Au target area. It extends over approximately 23
km2 area of highly anomalous
stream sediment geochemistry and gossanous ridges. Amarc’s
exploration, and that of historical operators, has defined several
large IP chargeability and magnetic geophysical, talus fines and
soils geochemical and geological alteration mapping anomalies that
remain to be adequately drill tested. Amarc has completed only
eight very wide-spaced core holes into the target, and the source
of the IP and geochemical anomalies is yet to be determined.
Additional survey work and drilling is warranted.
Although not the
focus of Amarc’s exploration, epithermal potential exits on
the IKE Project. For example, at both Battlement and Mewtwo
reconnaissance stage exploration suggests a geological environment
that is permissive for either, or both, a porphyry or
epithermal-type deposits. Further exploration is warranted at both
targets.
Collectively the
IKE deposit, GECAP and IKE District target areas as described
warrant substantial exploration programs.
IKE Project Capped Royalties
Amarc
has a 100% interest in the IKE, Granite, Juno and Galore
Properties, which make up the IKE Project. The mineral claims
comprising the Juno Property were staked and are owned 100% by the
Company.
In July
2014, Amarc acquired a 100% interest in the IKE property from
Oxford Resources Inc. (“Oxford”, formerly Highpoint
Exploration Inc.). At that time Oxford’s ownership interest
was converted to a 1% Net Smelter Returns (“NSR”)
royalty, which can be purchased at any time for $2 million (payable
in cash or common shares of Amarc at the company’s sole
election).
The IKE
property is also subject to a 2% underlying NSR royalty to two
underlying owners, whereby Amarc has the right to purchase: (1) one
half of the royalty (1%) for $2 million ($1 million of which is
payable in cash, Amarc common shares, or any such combination of
cash and shares, at Amarc's discretion) at any time prior to
commercial production; and (2) the second half of the royalty (1%)
also for $2 million ($1 million of which is payable in cash, and
the balance in Amarc common shares, or any such combination of cash
and shares, at Amarc's discretion) at any time on or before a
commercial mine production decision has been made in respect of the
IKE property. Amarc has agreed that upon completion of a positive
feasibility study it will issue 500,000 common shares to the
underlying owners.
In
November 2014, Amarc acquired a 100% interest in the adjoining
Granite property from Great Quest Fertilizers Ltd. ("Great Quest",
previously known as Great Quest Metals Ltd., which is also referred
to as “Great Quest” herein). Great Quest holds a 2% NSR
royalty on that property which can be purchased for $2 million, on
or before commercial production (payable in cash, Amarc common
shares, or any such combination of cash and shares, at
Amarc’s discretion). In addition, there is an underlying 2.5%
NSR royalty on certain mineral claims within the Granite property,
which can be purchased at any time for $1.5 million less any amount
of royalty already paid.
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AMARC RESOURCES LTD.
MANAGEMENT’S
DISCUSSION AND ANALYSIS
FOR
THE THREE MONTHS ENDED JUNE 30, 2020
|
In
January 2017, Amarc acquired a 100% interest in the adjoining
Galore property from Galore Resources Inc. ("Galore Resources"),
clear of any royalties to Galore Resources. In January 2018, Amarc
concluded an agreement with the underlying owners of the Galore
property, whereby Amarc acquired all of the underlying
owners’ residual interest in and to the Galore property,
including five NSR and five NPI royalties.
On
September 3, 2015, Amarc entered into an agreement (the
"Agreement") with Thompson Creek (now a wholly owned subsidiary of
Centerra) pursuant to which Thompson Creek could acquire, through a
staged investment process within five years, a 30% ownership
interest in mineral claims and crown grants covering the IKE
Project. Under the terms of the Agreement, Thompson Creek also
received an option, after acquiring its 30% interest, to acquire an
additional 20% interest in the IKE Project, subject to certain
conditions, including the completion of a Feasibility Study. On
January 11, 2017, Amarc announced that Thompson Creek, having been
acquired by Au-focused Centerra, relinquished its option to earn up
to a 50% interest in the IKE Project. Thompson Creek had a 10%
participating interest in the IKE Project by investing $6 million
in exploration programs undertaken in 2015 and 2016, and elected to
exchange its participating interest for a 1% Conversion NSR royalty
from mine production, which is capped at a total of $5 million. As
a result, Amarc re-acquired 100% interest in the IKE
Project.
The DUKE Project
Amarc’s 100%
owned DUKE Project is located 80 km northeast of Smithers within
the Babine District (the “District”), one of BC’s
most prolific porphyry Cu-Au belts. The District, a 40 by 100 km
north- northwesterly striking mineralized belt is host to Noranda
Mines’ past producing Bell and Granisle Cu-Au mines that
produced a total of 1.1 billion pounds of Cu, 634,000 ounces of Au
and 3.5 million ounces of Ag4,
and the advanced stage Morrison Cu-Au deposit. Amarc’s DUKE
porphyry Cu discovery is located 30 km north of the Bell Mine.
Extensive infrastructure exists in the District, which primarily
relates to the forestry industry but also dates back to mining
activity.
The 704
km2 DUKE Project includes both
the DUKE porphyry Cu deposit target discovery (“DUKE”)
and a series of high potential porphyry Cu-Au deposit targets
generated form the Company’s district- scale targeting
program.
Additional detail
further to that presented below on the DUKE Project can be found in
the Company’s recently filed National Instrument 43-101
Technical Report under Amarc’s profile at www.sedar.com and
on the Company’s website at www.amarcresources.com/ahr/Home.asp.
Porphyry Copper Expansion Potential at the Duke Deposit
Target
The
porphyry Cu system at DUKE has seen only limited drilling. Many of
the 30 historical shallow and closely-spaced core holes intersected
and ended in significant Cu-Mo-Ag-Au mineralization. In the main
area of known mineralization, these holes extended to only 124 m
vertical depth from surface. Examples of the intercepts from
are:
4 MINFILE Number 093L 146 and 093M 001
MINFILE Production Detail Report, BC Geological Survey, Ministry of
Energy and Mines, BC.
-12-
|
AMARC RESOURCES LTD.
MANAGEMENT’S
DISCUSSION AND ANALYSIS
FOR
THE THREE MONTHS ENDED JUNE 30, 2020
|
Hole
71-14: 87 m of 0.52% CuEQ3 at
0.40% Cu, 0.021% Mo, 2.2 g/t Ag and 0.05 g/t Au
Incl.:
40 m of 0.61% CuEQ at 0.48% Cu, 0.023% Mo, 2.6 g/t Ag and 0.07 g/t
Au
Hole
70-02: 113 m of 0.38% CuEQ at 0.30% Cu, 0.012% Mo, 1.1 g/t Ag and
0.06 g/t Au
Incl.:
12 m of 0.50% CuEQ at 0.41% Cu, 0.010% Mo, 1.6 g/t Ag and 0.09 g/t
Au
The historical drilling was centered within a
restricted part of a robust, 3 km north-south by 1 km east- west
historical IP chargeability anomaly, which is thought to have been
offset by faulting. When reconstructed, this IP chargeability
anomaly has a classic donut shape (see figures provided in
May 6, 2020 news release) that was the target of
Amarc’s eight core holes completed in 2017 through 2018 (see
December 19, 2017 and June 12, 2018 news releases). Seven of the
eight core holes drilled over an area measuring approximately 400 m
north-south by 600 m east-west successfully intersected porphyry
Cu-style mineralization to a vertical depth of 360 m. This
mineralization remains open to expansion. Select intercept examples
include:
Hole
DK18002: 102 m of 0.31% CuEQ3
at 0.22% Cu, 0.014% Mo, 1.3 g/t Ag and 0.06 g/t Au
Hole
DK18005: 147 m of 0.40% CuEQ 0.27% Cu, 0.028% Mo, 1.1 g/t Ag and
0.05 g/t Au
Incl.:
20 m of 0.62 % CuEQ at 0.45% Cu, 0.033% Mo, 2.0 g/t Ag and 0.06 g/t
Au
Hole
DK18006: 58 m of 0.45% CuEQ at 0.34% Cu, 0.015% Mo, 1.5 g/t Ag and
0.059 g/t Au
Notably, a single
step-out hole (DK18004) completed by Amarc more than 1 km to the
north of the seven other Amarc holes, and within the displaced
portion of the IP chargeability anomaly, intersected substantial
lengths of moderate to low grade Cu and Mo mineralization,
confirming a very extensive lateral dimension to the DUKE porphyry
Cu system. Subject to financing Amarc is currently planning how
best to undertake the drilling required to delineate the geometry
and grade distribution of its DUKE discovery in order to inform a
mineral resource estimate and related studies. The Company has the
permit in hand to commence potential works.
New Duke District Porphyry Copper-Gold Targets
Appreciating the
Cu-Au prospectivity of the Babine District and its relatively
unexplored nature due to widespread glacial cover (4 m to 18 m
thick in the Amarc DUKE discovery drill holes), Amarc has completed
a comprehensive compilation of government and historical data over
the entire 704 km2 DUKE
Project. This integrated study provided a new interpretation of the
geological, geochemical and geophysical characteristics of the
Babine District, identifying 12 previously unrecognized high
potential porphyry Cu-Au deposit targets. These target areas were
defined, for example, by anomalous Cu-Au-Mo-Ag (and other porphyry
indicator elements) till geochemistry, till samples with identified
grains of bornite, chalcopyrite and/or favorable biotite feldspar
porphyry, compelling up- ice magnetic geophysics features, and
indications of structural control along faults emanating from large
deep-seated regional structures that likely controlled the
emplacement of the prospective intrusions, along with numerous
other scientific vectors.
-13-
|
AMARC RESOURCES LTD.
MANAGEMENT’S
DISCUSSION AND ANALYSIS
FOR
THE THREE MONTHS ENDED JUNE 30, 2020
|
Regionally, Amarc
is planning for initial, focused ground surveys taking advantage of
extensive logging road networks across the property. These surveys
would be followed by RC drilling that would test prioritized
targets for the presence of potential porphyry Cu mineralized
systems below cover and, where a deposit target is confirmed core
drilling to determine the extent, grade and geometry of the
mineralized system. The Company has an IP permit in hand to
commence these works.
DUKE Project Royalties
Amarc
holds 100% interest in the DUKE Project free of any
royalty.
The JOY Project
Amarc’s
100%-owned 482 km2 JOY Project
covers the northern extension of the prolific Kemess porphyry Cu-Au
district (the “Kemess District”) in the Toodoggone
region of north-central BC (see figures provided in May 15, 2020
news release). The Kemess District is well-known to Amarc’s
technical team through their association with Hunter Dickinson Inc.
(“HDI”); its members are credited as being the first to
recognize the District’s true porphyry potential –
acquiring both the early-stage Kemess North and Kemess South
prospects and advancing them to significant porphyry Cu-Au
deposits, before selling the projects to a predecessor of Northgate
Minerals (“Northgate”). Northgate went on to develop
the Kemess South mine (BC’s third largest Au producer),
producing three million ounces of Au, and 750 million pounds of Cu
over a 13-year period to 20115. The southern area of the Kemess
District, now owned by Centerra, includes the government-approved
Kemess Underground Project (the deeper higher-grade extension of
the Kemess North deposit), the advanced stage Kemess East deposit
as well as the mined-out Kemess South deposit. The resource road
that services Centerra’s deposits and the historical Lawyers
and Shasta Au-Ag mines, also provides access to Amarc’s JOY
Project.
The
PINE deposit and MEX deposit target on the JOY Project have seen
several phases of historical drilling. Work by Amarc has identified
significant expansion potential at both that requires drill
testing. In addition, Amarc has defined seven large (approximately
1 to 8 km2), high potential
porphyry Cu-Au exploration target areas, each of which hosts
multiple targets that are either drill- ready, or can rapidly be
brought up to a drill ready status by the completion of focused
surface surveys. A highly effective targeting strategy was achieved
by combining and interpreting information from the Company’s
exploration surveys and extensive historical datasets. These
datasets include
results from soil geochemical sample grids, airborne magnetics and
IP geophysical surveys, geological and alteration mapping and
historical drilling. The large historical soils geochemical
database (6,390 samples) was particularly useful.
5 SRK Consulting (Canada) Inc. 2013. NI
43-101 Technical Report on the Kemess Underground Project, British
Columbia, Canada, AuRico Metals Ltd., SEDAR.
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|
AMARC RESOURCES LTD.
MANAGEMENT’S
DISCUSSION AND ANALYSIS
FOR
THE THREE MONTHS ENDED JUNE 30, 2020
|
Additional detail
on the JOY Project can be found in the Company’s recently
filed National Instrument 43-101 Technical Report under
Amarc’s profile at www.sedar.com and
on the Company’s website at www.amarcresources.com/ahr/Home.asp.
New Porphyry Copper-Gold Potential at PINE and MEX
The
PINE deposit is a northeast-trending, 2.5 km-long porphyry Cu-Au
mineralized system located within an underexplored 6 km2 area of strong hydrothermal alteration,
as defined by IP chargeability, alteration mapping and limited
historical drilling. At the PINE deposit, shallow historical
drilling (most holes record less than 175 m vertical penetration)
indicates that mineralization is open both laterally and to depth,
with many of the holes ending in mineralization and some showing a
downhole increase in Cu and Au grades (see figure provided in May
15, 2020 news release). Examples of the historical results
are:
Hole
P97-08: 141 m of 0.46% CuEQ3
at 0.17% Cu, 0.49 g/t Au, 2.0 g/t Ag and 0.001% Mo
Hole
92-40: 85 m of 0.55% CuEQ at 0.14% Cu, 0.73 g/t Au, 0.6 g/t Ag and
0.002% Mo
Hole
93-44: 82 m of 0.42% CuEQ at 0.12% Cu, 0.52 g/t Au, 1.1 g/t Ag and
0.003% Mo
In
addition to the delineated drill-ready targets at PINE, untested
areas of high IP chargeability and/or soil geochemistry lie between
the widely-spaced historical holes and extend outward laterally,
with the majority of the surrounding 6 km2 area of strong hydrothermal alteration
remaining to be fully explored.
Similarly, at the
MEX deposit target widely-spaced historical drilling indicates that
the system remains open both laterally and to depth.
Newly Identified Porphyry Copper-Gold Targets
The MEX
Cluster, located between the PINE and MEX mineralized systems,
includes a series of new targets (see figure provided in May 15,
2020 news release), that are characterized by coincident anomalies
defined by geochemical, geophysical and mapping surveys. These new,
well-defined targets are a priority for early drill
testing.
-15-
|
AMARC RESOURCES LTD.
MANAGEMENT’S
DISCUSSION AND ANALYSIS
FOR
THE THREE MONTHS ENDED JUNE 30, 2020
|
Additional surface
surveys are planned to prepare emerging drill targets at the Canyon
South, Twins, SW Takla, Central Takla and the North Finley target
areas for drilling. For example at Canyon South, a 1 km wide
high-contrast >28 mV/V core of a 2 km-wide >18 mV/V IP
chargeability anomaly closely coincides with a 500 m diameter
magnetic high that is possibly related to an unidentified, and
potentially mineralized, porphyry stock. Notably, two historical
drill holes: PIN09-15, which encountered 11.43 g/t Au over 3 m, and MEX12-013,
which recorded 0.05% Cu and 0.18
g/t Au over 62.3 m are located on the periphery of the
Canyon South target and on the opposite sides of the open 2 km-wide
IP chargeability anomaly. Such an occurrence of Au ± Cu could
be related to the outer regions of a porphyry system. A new IP
survey is proposed to expand the coverage of the historical IP to
define the full extent of the chargeability anomaly in preparation
for drill testing.
Amarc
is planning the next phase of the JOY Project exploration to
include core drill testing of drill- ready targets, undertaken
concurrently with low-cost surface exploration work to efficiently
bring the latter new exploration targets up to a drill-ready
status. The Company has permits in hand to commence the proposed
works.
JOY Project Royalties
The
100% Amarc owned JOY Project comprises the JOY, PINE and Paula
properties, and also the STAKED Claims. The mineral claims
comprising the STAKED Claims were staked and are owned 100% by the
Company.
On
November 21, 2017, Amarc acquired 100% interest in the 7,200 Ha JOY
property from United Minerals Services Ltd., a private vendor. The
JOY property is subject to an underlying 3% NSR royalty from
production to a former owner, which is capped at $3.5
million.
On
August 29, 2017, Amarc announced that it had concluded option
agreements with each of Gold Fields Toodoggone Exploration
Corporation (“Gold Fields”) and Cascadero Copper
Corporation ("Cascadero"), which at that time held the PINE
property in a 51%:49% joint venture, that enabled Amarc to purchase
100% of the property. On December 31, 2018, Amarc completed the
purchase of Cascadero’s 49% interest in the PINE Property
(Amarc MD&A December 31, 2018). Further on December 9, 2019,
Amarc announced that it had reached an agreement with Gold Fields
to amend the option agreement between the parties and purchased
outright the remaining 51% of the PINE property from Gold Fields
(Amarc news release, December 9, 2019).
Gold
Fields retains a 2.5% NPI royalty on mineral claims comprising
about 96% of the PINE property and a 1% NSR royalty on the balance
of the claims. The NPI royalty can be reduced to 1.25% at any time
through the payment to Gold Fields of $2.5 million in cash or
shares. The NSR royalty can be reduced to 0.50% through the payment
to Gold Fields of $2.5 million in cash or shares.
The
PINE property is subject to a 3% underlying NSR royalty payable
from production to a former owner and capped at $5 million payable
from production (Amarc November 21, 2017 news
release).
In
November 2019 Amarc entered into a purchase agreement with two
prospectors to acquire 100% of a single mineral claim, called the
Paula property, located internal to the wider JOY Project tenure
(Amarc MD&A December 31, 2019). The claim is subject to a 1%
NSR royalty payable from commercial production that is capped at
$0.5 million.
-16-
|
AMARC RESOURCES LTD.
MANAGEMENT’S
DISCUSSION AND ANALYSIS
FOR
THE THREE MONTHS ENDED JUNE 30, 2020
|
Other
Properties
Amarc’s focus
with respect to its Newton project is to work towards venturing it
out to a third party to further advance exploration.
The Newton Property
Amarc
made a drill discovery at its 100% owned Newton bulk-tonnage Au-Ag
project in late 2009 and subsequently conducted exploration and
delineation drilling at the deposit until June 2012.
An
initial mineral resource estimate announced in September 2012,
based on 24,513 m of core drilling in 78 holes completed up to June
30, 2012, confirms that Newton is a significant bulk tonnage Au
discovery that remains open to further expansion. At a 0.25 g/t Au
cut-off, Inferred Mineral Resources comprise 111.5 million tonnes
grading 0.44 g/t Au and 2.1 g/t Ag, containing 1.6 million ounces
of Au and 7.7 million ounces of Ag.
Inferred Mineral
Resources at various cut-off grades are summarized in the table
below.
NEWTON
GOLD PROJECT – INFERRED MINERAL RESOURCES
|
Cut-Off
Grade
|
Size
|
Grade
|
Contained
Metal
|
||
|
(g/t
Au)
|
Tonnage
(000
t)
|
Gold
(g/t)
|
Silver
(g/t)
|
Gold
(000
oz)
|
Silver
(000
oz)
|
|
0.20
|
147,069
|
0.38
|
1.9
|
1,818
|
8,833
|
|
0.25
|
111,460
|
0.44
|
2.1
|
1,571
|
7,694
|
|
0.30
|
85,239
|
0.49
|
2.4
|
1,334
|
6,495
|
|
0.35
|
65,384
|
0.54
|
2.7
|
1,130
|
5,635
|
|
0.40
|
49,502
|
0.59
|
2.9
|
938
|
4,596
|
Notes:
1.
CIM definitions
were followed for this mineral resource estimate. An "Inferred
Mineral Resource" is that part of a Mineral Resource for which
quantity and grade or quality can be estimated on the basis of
geological evidence and limited sampling and reasonably assumed,
but not verified, geological and grade continuity. The estimate is
based on limited information and sampling gathered through
appropriate techniques from locations such as outcrops, trenches,
pits, workings and drill holes.
2.
Inferred Mineral
Resources were estimated using a long-term gold price of US$1,750
per ounce, a long-term silver price of US$25 per ounce, and a
US$/C$ 1.00 exchange rate.
3.
Bulk density is
2.71 tonnes per cubic metre.
4.
Numbers may not add
due to rounding.
5.
The Effective Date
of the Mineral Resource is July 4, 2012; the Effective Date being
defined as the date when Roscoe Postle Associates Inc. was in
receipt of full data which informed the resource.
The
Newton Inferred Mineral Resources were prepared using
geostatistical methods by technical staff at HDI and audited by
geological and mining consultants at Roscoe Postle Associates Inc.
under the direction of Reno Pressacco, P. Geo., an independent
Qualified Person. Sample preparation and analysis of drill core
samples from Newton were completed at the ISO 9001:2008 accredited
and ISO- IEC 17025:2005 accredited Acme Analytical Laboratories
(Vancouver) Ltd. A technical report providing further details of
the estimate is available on the Company’s profile on
www.sedar.com.
-17-
|
AMARC RESOURCES LTD.
MANAGEMENT’S
DISCUSSION AND ANALYSIS
FOR
THE THREE MONTHS ENDED JUNE 30, 2020
|
The
current Newton Resource extends over an area of approximately 800 m
by 800 m and to a depth of 560 m, and is open to expansion to the
northwest, west and to depth. It is located within the southeast
segment of an extensive 7 km2
sulphide system that is characterized by widespread Au enrichment
indicating good potential for the development of substantial
additional resources. This large, fertile mineral system extends
well beyond the limits of the current resource and is largely
concealed under shallow cover.
Newton
exhibits key characteristics that typify significant hydrothermal
Au deposits. The deposit lies within a large, Au-enriched
epithermal system that formed approximately 72 million years ago
contemporaneously with felsic volcanic and intrusive rocks, which
were emplaced into a structurally-active graben environment. Gold,
Ag and associated base metal mineralization was precipitated with
extensive zones of strong quartz-sericite alteration. The
alteration types, metal associations and geological setting at
Newton are nearly identical to those which characterize several
major intrusion-related epithermal Au deposits in BC –
including the important Blackwater- Davidson, and Snowfields
deposits.
Exploration and
resource expansion potential are clearly indicated at Newton by the
large scale of the hydrothermal system, the structurally- and
magmatically-active nature of the geological setting at the time of
mineralization, the intensity of the hydrothermal alteration and
the strong, widespread metal anomalies that have been confirmed by
widely-spaced wildcat drilling. In addition, the Newton deposit
occupies only one portion of an extensive IP geophysics
chargeability anomaly. It is important to note that, beyond the
currently delineated Newton Resource, anomalous concentrations of
metals have been intersected in almost all exploration holes
drilled on the property. Large portions of the system remain
untested or have been tested only by widely-spaced reconnaissance
drilling.
Amarc's
Newton property is located some 100 km west of the City of Williams
Lake, BC, in a region characterized by gently rolling hills and
other characteristics favorable for project development. The
district is well served by existing transportation and power
infrastructure and a skilled workforce, which support a number of
operating mines, as well as late-stage mineral development and
exploration projects.
Newton
Property Royalties
Amarc
holds a 100% interest in the Newton Property. Newton Gold Corp.
holds a 5% NPI royalty. In addition, the mineral claims defined in
an underlying agreement are subject to a 2% NSR royalty, which
royalty may be purchased by Amarc for $2 million at any time.
Advance NSR royalty payments of $25,000 per annum commenced on
January 1, 2011.
-18-
|
AMARC RESOURCES LTD.
MANAGEMENT’S
DISCUSSION AND ANALYSIS
FOR
THE THREE MONTHS ENDED JUNE 30, 2020
|
Corporate Update
Subsequent to March
31, 2020, Sebastian Tang (CPA) was appointed as Chief Financial
Officer on the resignation of Michael Lee.
Market Trends
Average
annual prices for Cu, Mo, Au and Ag during last 5 years are shown
in the following table:
|
|
Average metal
price (US$)
|
|||
|
Calendar
year
|
Copper
|
Molybdenum
|
Gold
|
Silver
|
|
2015
|
2.50/lb
|
6.73/lb
|
1,160/oz
|
15.69/oz
|
|
2016
|
2.21/lb
|
6.56/lb
|
1,251/oz
|
17.14/oz
|
|
2017
|
2.88/lb
|
7.26/lb
|
1,275/oz
|
17.01/oz
|
|
2018
|
2.96/lb
|
11.94/lb
|
1.269/oz
|
15.71/oz
|
|
2019
|
2.72/lb
|
11.36/lb
|
1,393/oz
|
16.21/oz
|
|
2020
(to the date of this document)
|
2.58/lb
|
8.72/lb
|
1,701/oz
|
18.01/oz
|
-19-
|
AMARC RESOURCES LTD.
MANAGEMENT’S
DISCUSSION AND ANALYSIS
FOR
THE THREE MONTHS ENDED JUNE 30, 2020
|
1.3
SELECTED
ANNUAL INFORMATION
Not
required for the current period.
1.4
SUMMARY
OF QUARTERLY RESULTS
These
amounts are expressed in thousands of Canadian Dollars, except per
share amounts. Minor differences are due to rounding.
|
|
Fiscal Quarter Ended | |||||||
|
($
000’s)
|
Jun
30,
2020
|
Mar
31,
2020
|
Dec
31,
2019
|
Sep
30,
2019
|
Jun
30,
2019
|
Mar
31,
2019
|
Dec
31,
2018
|
Sep
30,
2018
|
|
Net (income)
loss
|
$515
|
$599
|
$581
|
$(479)
|
$553
|
$197
|
$909
|
$104
|
|
|
|
|
|
|
|
|
|
|
|
Basic and
diluted
(income) loss per
share
|
$0.00
|
$0.00
|
$0.00
|
$0.00
|
$0.00
|
$0.00
|
$0.01
|
$0.00
|
The
variations in net results over the fiscal quarters presented above
were caused be the Company’s mineral exploration and
evaluation activities, which if undertaken typically ramp-up in the
summer during the 3rd calendar
quarters. See the following section of the MD&A for additional
discussions.
1.5
RESULTS
OF OPERATIONS
The
Company recorded a decrease in net loss of $38,000 from a net loss
of $553,000 for the prior three-month period ended June 30, 2019
(“2020 Q1”) to a net loss of $515,000 for the current
three- month period ended June 30, 2020 (“2021
Q1”).
The
following table provides changes in expenditures and cost
recoveries in the 2021 Q1 presented compared to the 2020
Q1:
|
Expenditures/recoveries
|
Period
ended
June 30,
2020
|
Period
ended
June 30,
2019
|
|
(Decrease) Increase
in exploration and evaluation expenditures
|
$32,000
|
$(880,000)
|
|
(Decrease) Increase
in administrative expenditures
|
(62,000)
|
(5,000)
|
|
(Decrease) Increase
in cost recoveries
|
-
|
(680,000)
|
The
above noted changes in the level of expenditures and cost
recoveries in the current periods presented compared to the prior
periods are commensurate with the decrease in the Company’s
operating and financing activities as discussed
herein.
-20-
|
AMARC RESOURCES LTD.
MANAGEMENT’S
DISCUSSION AND ANALYSIS
FOR
THE THREE MONTHS ENDED JUNE 30, 2020
|
A
breakdown by project of the Company’s exploration and
evaluation expenses for the three months ended June 30, 2020
and 2019 is as follows:
|
Three months
ended June 30, 2020
|
IKE
|
JOY
|
DUKE
|
Other
|
Total
|
|
Assays and
analysis
|
$53,962
|
$6,528
|
$7,276
|
$–
|
$67,766
|
|
Drilling
|
–
|
–
|
–
|
–
|
–
|
|
Equipment
rental
|
–
|
–
|
–
|
–
|
–
|
|
Geological
|
111,271
|
54,792
|
44,410
|
16,200
|
226,673
|
|
Helicopter and
fuel
|
–
|
–
|
–
|
–
|
–
|
|
Property costs and
assessments
|
198
|
–
|
–
|
–
|
198
|
|
Site
activities
|
17,064
|
6,123
|
5,864
|
–
|
29,591
|
|
Socioeconomic
|
2,144
|
9,667
|
2,583
|
5,469
|
19,863
|
|
Travel and
accommodation
|
–
|
–
|
–
|
–
|
–
|
|
Total
|
$185,179
|
$77,110
|
$60,133
|
$21,669
|
$344,091
|
|
Three months
ended June 30, 2019
|
IKE
|
JOY
|
DUKE
|
Other
|
Total
|
|
Assays and
analysis
|
$675
|
$3,783
|
$1,020
|
$136
|
$5,614
|
|
Drilling
|
–
|
–
|
–
|
–
|
–
|
|
Equipment
rental
|
–
|
4,350
|
–
|
–
|
4,350
|
|
Geological,
including geophysical
|
15,211
|
52,076
|
94,237
|
36,789
|
198,313
|
|
Helicopter and
fuel
|
–
|
–
|
–
|
–
|
–
|
|
Property
acquisition and assessment costs
|
198
|
–
|
21,070
|
–
|
21,268
|
|
Site
activities
|
–
|
5,924
|
–
|
2,965
|
8,889
|
|
Socioeconomic
|
675
|
53,583
|
12,228
|
–
|
66,486
|
|
Travel and
accommodation
|
1,099
|
3,535
|
235
|
1,762
|
6,631
|
|
Total
|
$17,858
|
$123,251
|
$128,790
|
$41,652
|
$311,551
|
The
Financial Statements provides a breakdown of the Company’s
general and administration expenses for the year. General and
administration expenses for the three months ended June 30, 2020 of
$119,571 were consistent with the same quarter in the prior year of
$182,843. A breakdown of general and administration expenses for
the fourth quarter of the current year and prior year is as
follows:
-21-
|
AMARC RESOURCES LTD.
MANAGEMENT’S
DISCUSSION AND ANALYSIS
FOR
THE THREE MONTHS ENDED JUNE 30, 2020
|
|
|
||
|
|
Three months
ended June 30,
|
|
|
General
and Administration Expenses
|
2020
|
2019
|
|
Legal, accounting
and audit
|
$3,767
|
$18,597
|
|
Office and
administration
|
101,554
|
126,273
|
|
Shareholder
communication
|
8,113
|
22,629
|
|
Travel and
accommodation
|
5,008
|
10,362
|
|
Trust and
regulatory
|
1,129
|
4,982
|
|
Total
|
$119,571
|
$182,843
|
1.6
LIQUIDITY
Historically, the
Company's sole source of funding has been provided from the
issuance of equity securities for cash, primarily through private
placements to sophisticated investors and institutions, and from
director loans. The Company's access to financing is always
uncertain. There can be no assurance of continued access to
significant equity funding to finance the Company's ongoing
operations.
At June
30, 2020, the Company had a cash balance of $22,645 and a working
capital deficit of approximately $1,138,000, which was primarily
due to a director’s loan of $300,000 due in August 2020 that
was reclassified as a current liability and the increase in the
related party balances from
$592,000 at March
31, 2020 to $841,000 at June 30, 2020. The Company receives around
$1.1 million provincial government refunds on exploration cost
credit in August 2020. 3 million share purchase warrants at $0.05
exercised in August 2020 also provided additional liquidity of
$150,000 subsequent to the three months ended June 30,
2020.
Further
advancement and development of the Company’s mineral property
interests in the long run will require additional funding from a
combination of the Company’s shareholders, existing or
potential new partners, and debt financing. As the Company is
currently in the exploration stage, it does not have any revenues
from operations. Therefore, the Company relies on funding from its
partners for its continuing financial liquidity and the Company
relies on the equity market and debt financing as sources of
funding. The Company continues to focus on preserving its cash
resources while maintaining its operational
activities.
The
Company does not have any material capital lease obligations,
purchase obligations or any other long-term
obligations.
1.7
CAPITAL
RESOURCES
The
Company has no lines of credit or other sources of financing which
have been arranged or utilized.
The
Company has no "Purchase Obligations" defined as any agreement to
purchase goods or services that is enforceable and legally binding
on the Company that specifies all significant terms, including:
fixed or minimum quantities to be purchased; fixed, minimum or
variable price provisions; and the approximate timing of the
transaction.
-22-
|
AMARC RESOURCES LTD.
MANAGEMENT’S
DISCUSSION AND ANALYSIS
FOR
THE THREE MONTHS ENDED JUNE 30, 2020
|
1.8
OFF-BALANCE
SHEET ARRANGEMENTS
None.
1.9
TRANSACTIONS
WITH RELATED PARTIES
The
required quantitative disclosure is provided in the Financial
Statements, which are publicly available on SEDAR at www.sedar.com.
Hunter Dickinson Inc.
Hunter
Dickinson Inc. (“HDI”) and its wholly-owned subsidiary
Hunter Dickinson Services Inc. (“HDSI”) are private
companies established by a group of mining professionals. HDSI
provides contract services for a number of mineral exploration and
development companies, and also to companies that are outside of
the mining and mineral development space. Amarc is one of the
publicly-listed companies for which HDSI provides a variety of
contract services.
The
Company has one director in common with HDSI, namely Robert
Dickinson. Also, the Company’s President, Chief Executive
Officer and Director, and Corporate Secretary are employees of HDSI
and work for the Company under an employee secondment arrangement
between the Company and HDSI.
Pursuant to an
agreement dated July 2, 2010, HDSI provides cost effective
technical, geological, corporate communications, regulatory
compliance, and administrative and management services to the
Company, on a non-exclusive basis as needed and as requested by the
Company. As a result of this relationship, the Company has ready
access to a range of diverse and specialized expertise on a regular
basis, without having to engage or hire full-time employees or
experts. The Company benefits from the economies of scale created
by HDSI which itself serves several clients.
The
Company is not obligated to acquire any minimum amount of services
from HDSI. The monetary amount of the services received from HDSI
in a given period of time is a function of annually set and agreed
charge-out rates for and the time spent by each HDSI employee
engaged by the Company.
HDSI
also incurs third-party costs on behalf of the Company. Such third
party costs include, for example, capital market advisory services,
communication services and office supplies.. Third-party costs are
billed at cost, without markup.
There
are no ongoing contractual or other commitments resulting from the
Company's transactions with HDSI, other than the payment for
services already rendered and billed. The agreement may be
terminated upon 60 days' notice by either the Company or
HDSI.
The
details of transactions with HDSI and the balance due to HDSI as a
result of such transactions are provided in the Financial
Statements, along with the details of borrowings by the Company
from Mr. Dickinson.
United Mineral Services Ltd.
United
Mineral Services Ltd. (“UMS”) is a privately held
company wholly-owned by one of the Company’s directors. UMS
is engaged in the acquisition and exploration of mineral property
interests. UMS does incur third party expenses on behalf of the
Company from time to time. Details of transactions with UMS and the
balance due to UMS as a result of such transactions are provided in
the Financial Statements.
-23-
|
AMARC RESOURCES LTD.
MANAGEMENT’S
DISCUSSION AND ANALYSIS
FOR
THE THREE MONTHS ENDED JUNE 30, 2020
|
1.10
FOURTH
QUARTER
Not
required for the current period.
1.11
PROPOSED
TRANSACTIONS
Except
as discussed in this MD&A, there are no proposed transactions
requiring disclosure under this section.
1.12
CRITICAL
ACCOUNTING ESTIMATES
Not
required. The Company is a venture issuer.
1.13
CHANGES
IN ACCOUNTING POLICIES INCLUDING INITIAL ADOPTION
The
required disclosure is provided in the Financial Statements, which
are publicly available on SEDAR at www.sedar.com.
1.14
FINANCIAL
INSTRUMENTS AND OTHER INSTRUMENTS
The
carrying amounts of cash, amounts receivable, marketable
securities, accounts payable and accrued liabilities, balance due
to a related party, and director’s loan approximate their
fair values due to their short-term nature.
1.15
OTHER
MD&A REQUIREMENTS
Additional
information relating to the Company is available on SEDAR at
www.sedar.com.
1.15.1
ADDITIONAL
DISCLOSURE FOR VENTURE ISSUERS WITHOUT SIGNIFICANT
REVENUE
|
(a)
|
capitalized or
expensed exploration and development costs
|
See
1.5 Results of
Operations above.
|
|
(b)
|
expensed research
and development costs
|
Not
applicable.
|
|
(c)
|
deferred
development costs
|
Not
applicable.
|
|
(d)
|
general
and administration expenses
|
See
1.5 Results of
Operations above.
|
|
(e)
|
any
material costs, whether capitalized, deferred or
expensed, not
referred to in (a) through (d)
|
None.
|
-24-
|
AMARC RESOURCES LTD.
MANAGEMENT’S
DISCUSSION AND ANALYSIS
FOR
THE THREE MONTHS ENDED JUNE 30, 2020
|
1.15.2
DISCLOSURE
OF OUTSTANDING SHARE DATA
The
following table details the share capital structure as of the date
of this MD&A:
|
|
Number
|
|
Common
shares
|
178,602,894
|
|
Share purchase
options
|
2,000,000
|
|
Share purchase
warrants
|
13,000,000
|
1.15.3
DISCLOSURE
CONTROLS AND PROCEDURES
The
Company has disclosure controls and procedures in place to provide
reasonable assurance that any information required to be disclosed
by the Company under securities legislation is recorded, processed,
summarized and reported within the appropriate time periods and
that required information is accumulated and communicated to the
Company’s management, including the Chief Executive Officer
and Chief Financial Officer, as appropriate, so that decisions can
be made about the timely disclosure of that
information.
1.15.4
INTERNAL
CONTROLS OVER FINANCIAL REPORTING PROCEDURES
The Company's management,
including the Chief Executive Officer and the Chief Financial
Officer, is responsible for establishing and maintaining adequate
internal control over financial reporting. Under the supervision of
the Chief Executive Officer and Chief Financial Officer, the
Company's internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements
for external purposes in accordance with IFRS. The Company's
internal control over financial reporting includes those policies
and procedures that:
●
pertain to the
maintenance of records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of the assets of
the Company;
●
provide reasonable
assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with IFRS, and
that receipts and expenditures of the Company are being made only
in accordance with authorizations of management and directors of
the company; and
●
provide reasonable
assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the Company's assets that could
have a material effect on the financial statements.
There
has been no change in the design of the Company's internal control
over financial reporting that has materially affected, or is
reasonably likely to materially affect, the Company's
internal control over
financial reporting during the period covered by this Management's
Discussion and Analysis.
-25-
|
AMARC RESOURCES LTD.
MANAGEMENT’S
DISCUSSION AND ANALYSIS
FOR
THE THREE MONTHS ENDED JUNE 30, 2020
|
1.15.5
LIMITATIONS
OF CONTROLS AND PROCEDURES
The
Company's management, including its Chief Executive Officer and
Chief Financial Officer, believe that any system of disclosure
controls and procedures or internal control over financial
reporting, no matter how well conceived and operated, can provide
only reasonable, not absolute, assurance that the objectives of the
control system are met. Furthermore, the design of a control system
must reflect the fact that there are resource constraints and the
benefits of controls must be considered relative to their costs.
Because of the inherent limitations in all control systems, they
cannot provide absolute assurance that all control issues and
instances of fraud, if any, within the Company have been prevented
or detected. These inherent limitations include the realities that
judgments in decision- making can be faulty and breakdowns can
occur because of simple error or mistake. Additionally, controls
can be circumvented by the individual acts of some persons, by
collusion of two or more people, or by unauthorized override of
controls. The design of any system of controls is also based in
part upon certain assumptions about the likelihood of future
events, and there can be no assurance that any design will succeed
in achieving its stated goals under all potential future
conditions. Accordingly, because of the inherent limitations in a
cost effective control system, misstatements due to error or fraud
may occur and not be detected.
1.16
RISK
FACTORS
The
risk factors associated with the principal business of the Company
are discussed below. Briefly, these include the highly speculative
nature of the mining industry characterized by the requirement for
large capital investment from an early stage and a very small
probability of finding economic mineral deposits. In addition to
the general risks of mining, there are country-specific risks
associated with operations, including political, social, and legal
risk.
Due to
the nature of the Company's business and the present stage of
exploration and development of its projects, the Company may be
subject to significant risks. Readers should carefully consider all
such risks set out in the discussion below. The Company's actual
exploration and operating results may be very different from those
expected as at the date of this MD&A.
Exploration and Mining Risks
Resource
exploration, development, and operations are highly speculative,
characterized by a number of significant risks, which even a
combination of careful evaluation, experience and knowledge may not
eliminate, including, among other things, unprofitable efforts
resulting not only from the failure to discover mineral deposits
but from finding mineral deposits which, though present, are
insufficient in quantity and quality to return a profit from
production. Few properties that are explored are ultimately
developed into producing mines. Unusual or unexpected formations,
formation pressures, fires, power outages, labour disruptions,
flooding, explosions, cave-ins, landslides and the inability to
obtain suitable or adequate machinery, equipment or labour are
other risks involved in the operation of mines and the conduct of
exploration programs. The Company will rely on consultants and
others for exploration, development, construction and operating
expertise. Substantial expenditures are required to establish
mineral resources and mineral reserves through drilling, to
develop metallurgical processes to extract the metal from mineral
resources, and in the case of new properties, to develop the mining
and processing facilities and infrastructure at any site chosen for
mining.
-26-
|
AMARC RESOURCES LTD.
MANAGEMENT’S
DISCUSSION AND ANALYSIS
FOR
THE THREE MONTHS ENDED JUNE 30, 2020
|
No
assurance can be given that minerals will be discovered in
sufficient quantities to justify commercial operations or that
funds required for development can be obtained on a timely basis.
Whether a mineral deposit will be commercially viable depends on a
number of factors, some of which are:
●
the particular
attributes of the deposit, such as size, grade and proximity to
infrastructure;
●
metal prices, which
may be volatile, and are highly cyclical; and
●
government
regulations, including regulations relating to prices, taxes,
royalties, land tenure, land use, importing and exporting of
minerals, and environmental protection.
The
exact effect of these factors cannot accurately be predicted, but
the combination of these factors may result in the Company not
receiving an adequate return on invested capital.
The
Company will carefully evaluate the political and economic
environment in considering any properties for acquisition. There
can be no assurance that additional significant restrictions will
not be placed on the Company's projects and any other properties
the Company may acquire, or its operations. Such restrictions may
have a material adverse effect on the Company's business and
results of operation.
First Nations
Our
properties are located within First Nations asserted traditional
territories, and the exploration and development of these
properties may affect, or be perceived to affect, asserted
aboriginal rights and title, which has the potential to manifest
permitting delays or opposition by First Nations
communities.
The
Company is working to establish positive relationships with First
Nations. As part of this process the Company may enter into
agreements commensurate with the stage of activity, with First
Nations in relation to current and future exploration and any
potential future production. This could reduce expected
earnings.
Future Profits/Losses and Production Revenues/Expenses
The
Company has no history of operations and expects that its losses
will continue for the foreseeable future. No deposit that has been
shown to be economic has yet been found on the Company's projects.
There can be no assurance that the Company will be able to acquire
any additional properties. There can be no assurance that the
Company will be profitable in the future. The Company's operating
expenses and capital expenditures may increase in subsequent years
as needed consultants, personnel and equipment associated with
advancing exploration, development and commercial production of the
Company's projects and any other properties the Company may
acquire, are added. The amounts and timing of expenditures will
depend on:
●
the progress of
ongoing exploration and development;
●
the results of
consultants' analyses and recommendations;
-27-
|
AMARC RESOURCES LTD.
MANAGEMENT’S
DISCUSSION AND ANALYSIS
FOR
THE THREE MONTHS ENDED JUNE 30, 2020
|
●
the rate at which
operating losses are incurred;
●
the execution of
any joint venture agreements with strategic partners;
and
●
the acquisition of
additional properties and other factors, many of which are beyond
the Company's control.
The
Company does not expect to receive revenues from operations in the
foreseeable future, if at all. The Company expects to incur losses
unless and until such time as the projects the Company advances, or
any other properties the Company may acquire, enter into commercial
production and generate sufficient revenues to fund its continuing
operations.
The
development of mineral properties will require the commitment of
substantial resources to conduct the time-consuming exploration and
development of the properties. There can be no assurance that the
Company will generate any revenues or achieve profitability. There
can be no assurance that the underlying assumed levels of expenses
will prove to be accurate.
Additional Funding Requirements
The
Company has limited working capital as at the current reporting
date.
Further
exploration on, and development of, the Company's projects will
require additional resources and funding. The Company currently
does not have sufficient funds to fully develop these
projects.
In
addition, a positive production decision, if achieved, would
require significant funding for project engineering and
construction. Accordingly, the continuing development of the
Company's properties will depend upon the Company's ability to
obtain financing through debt financing, equity financing, the
joint venturing of projects, or other means.
There
is no assurance that the Company will be successful in obtaining
the required financing for these or other purposes, including for
general working capital.
Competitors in the Mining Industry
The
mining industry is competitive in all of its phases, including
financing, technical resources, personnel and property acquisition.
It requires significant capital, technical resources, personnel and
operational experience to effectively compete in the mining
industry. Because of the high costs associated with exploration,
the expertise required to analyze a project's potential and the
capital required to develop a mine, larger companies with
significant resources may have a competitive advantage over Amarc.
Amarc faces strong competition from other mining companies, some
with greater financial resources, operational experience and
technical capabilities than those that Amarc possesses. As a result
of this competition, Amarc may be unable to maintain or acquire
financing, personnel, technical resources or attractive mining
properties on terms Amarc considers acceptable or at
all.
-28-
|
AMARC RESOURCES LTD.
MANAGEMENT’S
DISCUSSION AND ANALYSIS
FOR
THE THREE MONTHS ENDED JUNE 30, 2020
|
Risks That Are Not Insurable
Hazards
such as unusual or unexpected geological formations and other
conditions are involved in mineral exploration and development.
Amarc may become subject to liability for pollution,
cave-ins or hazards against
which it cannot insure. The payment of such liabilities could
result in increases in Amarc's operating expenses which could, in
turn, have a material adverse effect on Amarc's financial position
and its results of operations. Although Amarc maintains liability
insurance in an amount which it considers adequate, the nature of
these risks is such that the liabilities might exceed policy
limits, the liabilities and hazards might not be insurable against,
or Amarc might elect not to insure itself against such liabilities
due to high premium costs or other reasons. In these events, Amarc
could incur significant liabilities and costs that could materially
increase Amarc's operating expenses.
Environmental Matters
All of
the Company's operations will be subject to environmental
regulations, which can make operations more expensive or
potentially prohibit them altogether.
The
Company may be subject to the risks and liabilities associated with
potential pollution of the environment and the disposal of waste
products that could occur as a result of its
activities.
To the
extent the Company is subject to environmental liabilities, the
payment of such liabilities or the costs that it may incur to
remedy environmental pollution would reduce funds otherwise
available to it and could have a material adverse effect on the
Company. If the Company is unable to fully remedy an environmental
problem, it might be required to suspend operations or enter into
interim compliance measures pending completion of the required
remedy. The potential exposure may be significant and could have a
material adverse effect on the Company.
All of
the Company's activities are or will be subject to regulation under
one or more environmental laws and regulations. Many of the
regulations require the Company to obtain permits for its
activities. The Company must update and review its permits from
time to time, and is subject to environmental impact analyses and
public review processes prior to approval of the additional
activities. It is possible that future changes in applicable laws,
regulations and permits or changes in their enforcement or
regulatory interpretation could have a significant impact on some
portion of the Company's business, causing those activities to
become economically unattractive at that time.
Market for Securities and Volatility of Share Price
There
can be no assurance that an active trading market in the Company's
securities will be established or sustained. The market price for
the Company's securities is subject to wide fluctuations. Factors
such as announcements of exploration results, as well as market
conditions in the industry, may have a significant adverse impact
on the market price of the securities of the Company. Shares of the
Company are suitable only for those who can afford to lose their
entire investment. The stock market has from time to time
experienced extreme price and volume fluctuations, which have often
been unrelated to the operating performance of particular
companies.
-29-
|
AMARC RESOURCES LTD.
MANAGEMENT’S
DISCUSSION AND ANALYSIS
FOR
THE THREE MONTHS ENDED JUNE 30, 2020
|
Conflicts of Interest
Certain
of the Company's directors and officers may serve as directors or
officers of other companies or companies providing services to the
Company or they may have significant shareholdings in other
companies. Situations may arise where these directors and/or
officers of the Company may be in competition with the Company. Any
conflicts of interest will be subject to and governed by the law
applicable to directors' and officers' conflicts of interest. In
the event that such a conflict of interest arises at a meeting of
the Company's directors, a director who has such a conflict will
abstain from voting for or against the approval of such
participation or such terms. In accordance with applicable laws,
the directors of the Company are required to act honestly, in good
faith and in the best interests of the Company.
Payment of Dividends Unlikely
There
is no assurance that the Company will pay dividends on its shares
in the near future. The Company will likely require all its funds
to further the development of its business.
Lack of Revenues; History of Operating Losses
The
Company does not have any operational history or earnings and has
incurred net losses and negative cash flow from its operations
since incorporation. Although the Company will hope to eventually
generate revenues, significant operating losses are to be
anticipated for at least the next several years and possibly
longer. To the extent that such expenses do not result in the
creation of appropriate revenues, the Company's business may be
materially adversely affected. It is not possible to forecast how
the business of the Company will develop.
General Economic Conditions
Market
conditions and unexpected volatility or illiquidity in financial
markets may adversely affect the prospects of the Company and the
value of its shares.
-30-
|
AMARC RESOURCES LTD.
MANAGEMENT’S
DISCUSSION AND ANALYSIS
FOR
THE THREE MONTHS ENDED JUNE 30, 2020
|
Risk Related to COVID-19
The
current outbreak of COVID-19, and any future emergence and spread
of similar pathogens, could have a material adverse effect on
global and local economic and business conditions, which may
adversely impact our business and results of operations and the
operations of contractors and service providers. The outbreak has
now spread to Canada where we conduct our principal business
operations. Our plans to advance the exploration and development of
our projects are dependent upon the Company’s ability to
secure project specific financing, as well as our ability to
continue the work required once financing has been secured through
our employees and our contractors. The progress of work on our
projects has been delayed and may further be delayed due to the
effects of COVID-19. In addition, our personnel may be delayed in
completing the required work that we are pursuing in connection
with this process due to quarantine, self-isolation, social
distancing, restrictions on travel, restrictions on meetings and
work from home requirements. The extent to which the coronavirus
impacts our operations will depend on future developments, which
are highly uncertain and cannot be predicted with confidence,
including the duration of the outbreak, new information that may
emerge concerning the severity of the coronavirus and the actions
taken to contain the coronavirus or treat its impact, among others.
Moreover, the spread of the coronavirus globally is expected to
have a material adverse effect on global and regional economies and
to continue to negatively impact stock markets, including the
trading price of our shares as well as mineral commodity prices.
These adverse effects on the economy, the stock market and our
share price could continue to adversely impact our ability to raise
capital, with the result that our ability to pursue exploration and
development of our projects could be adversely impacted, both
through delays and through increased costs. Any of these
developments, and others, could have a material adverse effect on
our business and results of operations and could delay our
exploration and development plans for our projects.
Reliance on Key Personnel
The
Company will be dependent on the continued services of its senior
management team, and its ability to retain other key personnel. The
loss of such key personnel could have a material adverse effect on
the Company. There can be no assurance that any of the Company's
employees will remain with the Company or that, in the future, the
employees will not organize competitive businesses or accept
employment with companies competitive with the
Company.
Furthermore, as
part of the Company's growth strategy, it must continue to hire
highly qualified individuals. There can be no assurance that the
Company will be able to attract, assimilate or retain qualified
personnel in the future, which would adversely affect its
business.
Changes in Federal and Provincial Government Rules, Regulations or
Agreements, or Their Application, May Negatively Affect the
Company’s Ownership Rights, Its Access to or Its Ability to
Advance the Exploration and Development of its Mineral
Properties
The
federal and provincial governments currently have in place or may
in the future implement laws, regulations, policies or agreements
that may negatively affect the Company’s ownership rights
with respect to its mineral properties or its access to the
properties. These may restrain or block the Company’s ability
to advance the exploration and development of its mineral
properties or significantly increase the costs and timeframe to
advance the properties.
-31-
Exhibit 99.3

Exhibit 99.4
Form 52-109FV2
Certification of interim filings - venture issuer basic
certificate
I,
Sebastian Tang,
Chief Financial Officer of Amarc Resources
Ltd., certify the following:
1.
Review: I have reviewed the interim
financial report and interim MD&A, (together, the
“interim filings”) of Amarc Resources Ltd.
(the “issuer”) for the interim period ended
June 30,
2020.
2.
No misrepresentations: Based on my
knowledge, having exercised reasonable diligence, the interim
filings do not contain any untrue statement of a material fact or
omit to state a material fact required to be stated or that is
necessary to make a statement not misleading in light of the
circumstances under which it was made, with respect to the period
covered by the interim filings.
3.
Fair presentation: Based on my
knowledge, having exercised reasonable diligence, the interim
financial report together with the other financial information
included in the interim filings fairly present in all material
respects the financial condition, financial performance and cash
flows of the issuer, as of the date of and for the periods
presented in the interim filings.
Date:
August 28, 2020
/s/
Sebastian Tang
_______________________
Sebastian Tang
Chief Financial Officer
|
NOTE TO READER
In
contrast to the certificate required for non-venture issuers under
National Instrument 52-109 Certification of Disclosure in Issuers’
Annual and Interim Filings (NI 52-109), this Venture Issuer
Basic Certificate does not include representations relating to the
establishment and maintenance of disclosure controls and procedures
(DC&P) and internal control over financial reporting (ICFR), as
defined in NI 52-109. In particular, the certifying officers filing
this certificate are not making any representations relating to the
establishment and maintenance of
i)
controls and other
procedures designed to provide reasonable assurance that
information required to be disclosed by the issuer in its annual
filings, interim filings or other reports filed or submitted under
securities legislation is recorded, processed, summarized and
reported within the time periods specified in securities
legislation; and
ii)
a
process to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements
for external purposes in accordance with the issuer’s
GAAP.
The
issuer’s certifying officers are responsible for ensuring
that processes are in place to provide them with sufficient
knowledge to support the representations they are making in this
certificate. Investors should be aware that inherent limitations on
the ability of certifying officers of a venture issuer to design
and implement on a cost effective basis DC&P and ICFR as
defined in NI 52-109 may result in additional risks to the quality,
reliability, transparency and timeliness of interim and annual
filings and other reports provided under securities
legislation.
|
