Amarc Resources Ltd 6-K, filed Feb 28, 2020
Amarc Resources Ltd (AXREF)
6-K
2020-02-28
For: 2020-02-28
View Original
Added on
April 07, 2026
About this 6-K
Amarc Resources Ltd filed this 6-K on February 28, 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
FEBRUARY 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
|
|
Condensed Consolidated Interim Financial
Statements for the period ended December 31, 2019
|
|
|
|
|
|
|
|
Management's Discussion and Analysis for the
period ended December 31, 2019
|
|
|
|
|
|
|
|
Form 52-109FV2 Certification of interim filings
- venture issuer basic certificate - CEO
|
|
|
|
|
|
|
|
Form 52-109FV2 Certification of interim filings
- venture issuer basic certificate - CFO
|
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.
|
|
Amarc Resources Ltd.
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
Date:
February 28, 2020
|
By:
|
/s/ Michael Lee
|
|
|
|
Michael
Lee
|
|
|
Title:
|
Chief
Financial Officer
|
Exhibit 99.1

|
AMARC RESOURCES LTD.
|
|
|
|
CONDENSED
CONSOLIDATED INTERIM FINANCIAL STATEMENTS
|
|
|
|
|
|
|
|
|
|
FOR
THE THREE AND NINE MONTHS ENDED
|
|
DECEMBER
31, 2019 and 2018
|
|
|
|
|
|
|
|
|
|
(Expressed in Canadian Dollars)
|
|
|
|
(Unaudited)
|
|
Notice
to Reader
|
|
|
|
|
|
|
|
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.
|
|
Amarc Resources Ltd.
|
|||
|
Condensed
Consolidated Interim Statements of Financial
Position
|
|||
|
(Unaudited –
Expressed in Canadian Dollars)
|
|||
|
|
|
|
|
|
|
|
December
31,
|
March
31,
|
|
|
Note
|
2019
|
2019
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
Current
assets
|
|
|
|
|
Cash
|
3
|
$241,187
|
$282,996
|
|
Amounts receivable
and other assets
|
5
|
74,789
|
307,595
|
|
Marketable
securities
|
|
20,519
|
35,067
|
|
|
|
336,495
|
625,658
|
|
Non-current
assets
|
|
|
|
|
Restricted
cash
|
4
|
178,143
|
173,143
|
|
|
|
|
|
|
Total
assets
|
|
$514,638
|
$798,801
|
|
|
|
|
|
|
LIABILITIES
AND SHAREHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
Current
liabilities
|
|
|
|
|
Accounts payable
and accrued liabilities
|
7
|
$111,810
|
$35,965
|
|
Advanced
contributions received
|
6
|
–
|
189,021
|
|
Balances due to
related parties
|
10
|
290,765
|
222,933
|
|
Director's
loan
|
8
|
300,000
|
893,800
|
|
|
|
702,575
|
1,341,719
|
|
|
|
|
|
|
Non-current
liabilities
|
|
|
|
|
Director's
loan
|
8
|
500,089
|
–
|
|
|
|
|
|
|
Total
liabilities
|
|
1,202,664
|
1,341,719
|
|
|
|
|
|
|
Shareholders'
equity
|
|
|
|
|
Share
capital
|
9
|
64,041,556
|
64,041,556
|
|
Reserves
|
9
|
5,609,406
|
5,105,082
|
|
Accumulated
deficit
|
|
(70,338,988)
|
(69,689,556)
|
|
|
|
(688,026)
|
(542,918)
|
|
|
|
|
|
|
Total
liabilities and shareholders' equity
|
|
$514,638
|
$798,801
|
Nature
of operations and going concern (note 1)
|
The accompanying notes are an integral part of these condensed
consolidated interim financial statements.
|
|
/s/ Robert A.
Dickinson
|
|
/s/ Scott D.
Cousens
|
|
|
|
|
|
Robert A.
Dickinson
|
|
Scott D.
Cousens
|
|
Director
|
|
Director
|
|
Amarc Resources Ltd.
|
||||||||
|
Condensed
Consolidated Interim Statements of Loss
|
||||||||
|
(Unaudited -
Expressed in Canadian Dollars, except for weighted average number
of common shares)
|
|
|
|
Three
months ended December 31,
|
Nine
months ended December 31,
|
||
|
|
Note
|
2019
|
2018
|
2019
|
2018
|
|
|
|
|
|
|
|
|
Expenses
|
10,11
|
|
|
|
|
|
Exploration and
evaluation
|
|
$329,646
|
$1,523,922
|
$1,019,647
|
$5,197,397
|
|
Assays and
analysis
|
|
38,817
|
92,892
|
90,486
|
341,086
|
|
Drilling
|
|
–
|
108,811
|
–
|
799,953
|
|
Equipment
rental
|
|
–
|
29,902
|
4,350
|
103,425
|
|
Geological,
including geophysical
|
|
137,565
|
283,164
|
510,672
|
1,151,129
|
|
Helicopter and
fuel
|
|
–
|
132,337
|
25,064
|
934,726
|
|
Property
acquisition and assessments costs
|
|
94,940
|
693,696
|
117,770
|
693,894
|
|
Site
activities
|
|
36,219
|
120,425
|
146,768
|
942,261
|
|
Socioeconomic
|
|
18,653
|
45,984
|
109,417
|
142,170
|
|
Travel and
accommodation
|
|
3,452
|
16,711
|
15,120
|
88,753
|
|
|
|
|
|
|
|
|
Administration
|
|
203,631
|
198,726
|
624,101
|
689,419
|
|
Legal, accounting
and audit
|
|
20,471
|
379
|
117,096
|
32,612
|
|
Office and
administration
|
11(b)
|
151,067
|
157,105
|
407,496
|
514,630
|
|
Shareholder
communication
|
|
19,081
|
31,863
|
50,568
|
96,287
|
|
Travel and
accommodation
|
|
97
|
4,584
|
10,765
|
18,937
|
|
Trust and
regulatory
|
|
12,915
|
4,795
|
38,176
|
26,953
|
|
|
|
|
|
|
|
|
Equity-settled
share-based compensation
|
|
28,423
|
–
|
28,423
|
–
|
|
|
|
|
|
|
|
|
Cost
recoveries
|
6
|
(20,503)
|
(862,281)
|
(1,183,260)
|
(4,252,613)
|
|
|
|
|
|
|
|
|
|
|
541,197
|
860,367
|
488,911
|
1,634,203
|
|
Other
items
|
|
|
|
|
|
|
Finance
income
|
|
(2,445)
|
(8,067)
|
(4,807)
|
(35,064)
|
|
Interest expense
– director's loans
|
8
|
24,630
|
22,685
|
73,219
|
67,808
|
|
Transaction cost
– director’s loans
|
8
|
17,338
|
33,860
|
96,738
|
94,889
|
|
Foreign exchange
loss
|
|
17
|
430
|
847
|
916
|
|
Gain on disposition
of marketable securities
|
|
–
|
–
|
–
|
(10,454)
|
|
Net
loss
|
|
$580,737
|
$909,275
|
$654,908
|
$1,752,298
|
|
|
|
|
|
|
|
|
Basic
and diluted loss per common share
|
|
$0.00
|
$0.01
|
$0.00
|
$0.01
|
|
|
|
|
|
|
|
|
Weighted
average number of common
|
|
|
|
|
|
|
shares
outstanding
|
|
170,602,894
|
169,921,758
|
170,602,894
|
169,163,356
|
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)
|
|
|
Three
months ended December 31,
|
Nine
months ended December 31,
|
||
|
|
2019
|
2018
|
2019
|
2018
|
|
|
|
|
|
|
|
Net
loss
|
$580,737
|
$909,275
|
$654,908
|
$1,752,298
|
|
|
|
|
|
|
|
Other comprehensive loss:
|
|
|
|
|
|
Items
that may be reclassified subsequently to profit and
loss:
|
|
|
|
|
|
Revaluation of
marketable securities
|
–
|
21,196
|
–
|
11,330
|
|
Reallocation of the
fair value of marketable securities upon
|
|
|
|
|
|
disposition
|
–
|
–
|
–
|
10,454
|
|
|
|
|
|
|
|
Items
that will not be reclassified subsequently to profit and
loss:
|
|
|
|
|
|
Revaluation of
marketable securities
|
3,680
|
–
|
9,072
|
–
|
|
Total
other comprehensive loss
|
3,680
|
21,196
|
9,072
|
21,784
|
|
|
|
|
|
|
|
Comprehensive
loss
|
$584,417
|
$930,471
|
$663,980
|
$1,774,082
|
The accompanying notes are an integral part of these condensed
consolidated interim financial statements.
|
Amarc Resources Ltd.
|
||||||||||
|
Condensed
Consolidated Interim Statements of Changes in Deficiency
|
||||||||||
|
(Unaudited -
Expressed in Canadian Dollars, except for share information)
|
|
|
|
Share
capital
|
Reserves
|
|
|
|||
|
|
|
Numberof
shares
|
Amount
|
Share-based
payments reserve
|
Investment
revaluation reserve
|
Share
warrants reserve
|
Deficit
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
Balance at April
1, 2018
|
168,786,227
|
$63,884,056
|
$2,202,640
|
$57,459
|
$2,882,923
|
$(67,781,665)
|
$1,245,413
|
|
|
Net loss for the
period
|
–
|
–
|
–
|
–
|
–
|
(1,752,298)
|
(1,752,298)
|
|
|
Other comprehensive loss for the
period
|
|
–
|
–
|
–
|
(21,784)
|
–
|
–
|
(21,784)
|
|
Total comprehensive
loss
|
–
|
–
|
–
|
(21,784)
|
–
|
(1,752,298)
|
(1,774,082)
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common
shares pursuant to a
property option
agreement
|
|
1,666,667
|
300,000
|
–
|
–
|
–
|
–
|
300,000
|
|
Balance at
December 31, 2018
|
|
170,452,894
|
$64,184,056
|
$2,202,640
|
$35,675
|
$2,882,923
|
$(69,533,963)
|
$(228,669)
|
|
|
|
|
|
|
|
|
|
|
|
Balance at April
1, 2019
|
170,602,894
|
$64,041,556
|
$2,202,640
|
$19,519
|
$2,882,923
|
$(69,689,556)
|
$(542,918)
|
|
|
Net loss for the
period
|
–
|
–
|
–
|
–
|
–
|
(654,908)
|
(654,908)
|
|
|
Other comprehensive loss for the
period
|
|
–
|
–
|
–
|
(9,072)
|
–
|
–
|
(9,072)
|
|
Total comprehensive
loss
|
–
|
–
|
–
|
(9,072)
|
–
|
(654,908)
|
(663,980)
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of share purchase
warrants
|
9(c)
|
–
|
–
|
–
|
–
|
490,449
|
–
|
490,449
|
|
Equity-settled share-based
compensation
|
9(b)
|
–
|
–
|
28,423
|
–
|
–
|
–
|
28,423
|
|
Gain on disposition of equity
investments at FVTOCI
|
|
–
|
–
|
–
|
(5,476)
|
–
|
5,476
|
–
|
|
Balance at
December 31, 2019
|
|
170,602,894
|
$64,041,556
|
$2,231,063
|
$4,971
|
$3,373,372
|
$(70,338,988)
|
$(688,026)
|
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)
|
|
|
|
Nine
months ended December 31,
|
|
|
|
Note
|
2019
|
2018
|
|
|
|
|
|
|
Operating
activities
|
|
|
|
|
Loss for the
period
|
|
$(654,908)
|
$(1,752,298)
|
|
Adjustments
for:
|
|
|
|
|
Finance
income
|
|
(4,807)
|
(35,064)
|
|
Interest expense
– director's loans
|
8
|
73,219
|
67,808
|
|
Transaction cost
– director’s loans
|
8
|
96,738
|
94,889
|
|
Non-cash property
payments
|
|
–
|
300,000
|
|
Equity-settled
share-based compensation
|
|
28,423
|
–
|
|
Gain on disposition
of marketable securities
|
|
–
|
(10,454)
|
|
|
|
|
|
|
Changes in working
capital items
|
|
|
|
|
Amounts receivable
and other assets
|
|
232,806
|
34,068
|
|
Restricted
cash
|
|
(5,000)
|
–
|
|
Accounts payable
and accrued liabilities
|
|
28,530
|
(259,476)
|
|
Advanced
contributions received
|
6
|
(189,021)
|
(1,102,714)
|
|
Balances due to
related parties
|
|
67,832
|
(50,315)
|
|
Net cash provided
by (used in) operating activities
|
|
(326,188)
|
(2,713,556)
|
|
|
|
|
|
|
Investing
activities
|
|
|
|
|
Proceeds from
disposition of marketable securities
|
|
5,476
|
10,454
|
|
Interest
received
|
|
4,807
|
35,064
|
|
Net cash provided
by investing activities
|
|
10,283
|
45,518
|
|
|
|
|
|
|
Financing
activities
|
|
|
|
|
Proceeds from
director's loan
|
8
|
675,000
|
–
|
|
Repayment of
director's loans
|
8
|
(375,000)
|
–
|
|
Interest paid on
director's loans
|
8
|
(25,904)
|
(67,808)
|
|
Net cash used in
financing activities
|
|
274,096
|
(67,808)
|
|
|
|
|
|
|
Net
increase (decrease) in cash
|
|
(41,809)
|
(2,735,846)
|
|
Cash,
beginning balance
|
|
282,996
|
3,308,469
|
|
Cash,
ending balance
|
3
|
$241,187
|
$572,623
|
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 and nine months ended December 31, 2019 and 2018
(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 and nine months ended December 31, 2019 (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 December 31, 2019, the Company had cash
of $241,187, a working capital deficiency, and a
shareholders’ deficiency.
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.
Amarc Resources Ltd.
Notes to the Condensed Consolidated Interim Financial
Statements
For the
three and nine months ended December 31, 2019 and 2018
(Unaudited – Expressed in Canadian Dollars, unless otherwise
stated)
2.
SIGNIFICANT ACCOUNTING POLICIES
The
principal accounting policies applied in the preparation of these
Financial Statements are described below. These policies have been
consistently applied for all years presented, unless otherwise
stated.
(a)
Statement of compliance
These
Financial Statements have been prepared in accordance with 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, 2019. Results for the reporting period ended
December 31, 2019 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 February 25,
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 (note 6(b)). As at December 31, 2019 and 2018, 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, 2019.
Amarc Resources Ltd.
Notes to the Condensed Consolidated Interim Financial
Statements
For the
three and nine months ended December 31, 2019 and 2018
(Unaudited – Expressed in Canadian Dollars, unless otherwise
stated)
(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.
(e)
Accounting standards, interpretations and amendments to existing
standards
The
Company has adopted the following new or revised IFRS accounting
standards effective for annual periods beginning on or after
January 1, 2019:
●
IFRS 16,
Leases
●
IFRIC 23,
Uncertainty over Income Tax
Treatments
These
new standards do not have a material impact on the Company’s
financial statements.
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
|
|
December 31, 2019
|
March
31, 2019
|
|
Sales tax
refundable
|
$19,593
|
$7,304
|
|
Contributions
receivable (note 6(a) and 6(b))
|
–
|
300,291
|
|
Prepaid
insurance
|
55,196
|
–
|
|
Total
|
$74,789
|
$307,595
|
Amarc Resources Ltd.
Notes to the Condensed Consolidated Interim Financial
Statements
For the
three and nine months ended December 31, 2019 and 2018
(Unaudited – Expressed in Canadian Dollars, unless otherwise
stated)
6.
EXPLORATION AND EVALUATION EXPENSES AND COST
RECOVERIES
Below
is a summary of the Company’s major exploration projects on
the basis of where the Company is currently incurring the majority
of its exploration work.
(a)
IKE Project
The IKE
Project is located in south-central BC and is comprised of the IKE,
Granite, Galore and Juno Properties. In July 2017, the Company
announced that it had entered into a Mineral Property Farm-In
Agreement (the “IKE Agreement”) with Hudbay Minerals
Inc. (“Hudbay”) pursuant to which Hudbay may acquire,
through a staged investment process, up to a 60% ownership interest
in the IKE Project.
The
Company initially records the amounts of contributions received or
receivable from Hudbay pursuant to the IKE Agreement as a liability
(advanced contributions received) in the Consolidated Statements of
Financial Position, and subsequently recognizes amounts as cost
recoveries in the Consolidated Statements of Loss as the Company
incurs related expenditures.
In
January 2019, the Company announced that Hudbay had relinquished
its option to earn an interest in the IKE Project. As a result of
the termination, the Company maintains a 100% interest in the IKE
Project.
The IKE
Property claims carry a Net Smelter Return (“NSR”)
royalty obligation of 1%, subject to a $2 million cap and 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.
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 project is subject to a 1% Conversion NSR royalty from mine
production capped at a total of $5 million.
(b)
JOY Project
The JOY
Project, located in north-central BC, comprises the JOY and PINE
Properties, and also the “Staked Claims” acquired
directly by the Company. 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 100% of the JOY Property for
the reimbursement of the vendor’s direct acquisition costs of
$335,299. The property is subject to an underlying NSR royalty held
by a former owner which is capped at $3.5 million.
Amarc Resources Ltd.
Notes to the Condensed Consolidated Interim Financial
Statements
For the
three and nine months ended December 31, 2019 and 2018
(Unaudited – Expressed in Canadian Dollars, unless otherwise
stated)
In
August 2017, the Company announced that it had entered into a
Mineral Property Farm-In Agreement (the “JOY
Agreement”) with Hudbay pursuant to which Hudbay may acquire,
through a staged investment process, up to 60% ownership in the JOY
Property. This was later amended to include the PINE Property and
Staked Claims, collectively the JOY Project.
The
Company initially records the amounts of contributions received or
receivable from Hudbay pursuant to the JOY Agreement as a liability
(advanced contributions received) in the Consolidated Statements of
Financial Position, and subsequently reallocates amounts to cost
recoveries in the Consolidated Statements of Loss as the Company
incurs related expenditures.
In
January 2019, the Company announced that Hudbay had relinquished
its option to earn an interest in the JOY Project. As a result of
the termination, the Company maintains a 100% interest in the JOY
Project.
In
addition, the Company concluded agreements with each of Gold Fields
Toodoggone Exploration Corporation (“GFTEC”) and
Cascadero Copper Corporation (“Cascadero”) in mid-2017
pursuant to which the Company can purchase 100% of the PINE
Property.
In
October 2018 Amarc acquired a 100% interest in Cascadero’s
49% interest in the PINE Property by completing total cash payments
of $1,000,000 and issuing 5,277,778 common shares.
In
December 2019 the Company amended the GFTEC Agreement to purchase
GFTEC’s 51% interest in the PINE property. Under the terms of
the amendment Amarc will purchase outright GFTEC’s 51%
interest in the 323 km2 Property by issuing
to GFTEC 5,000,000 common shares of the Company. The issuance of a
further 2,000,000 common shares of the Company to GFTEC is only
contingent on certain expenditures levels being attained in the
future, however, there is no obligation to complete any additional
work. As such Amarc now holds a 100% interest in the PINE mineral
claims, having completed the purchase of Cascadero Copper
Corporation’s 49% interest in the PINE Property last
year.
The
PINE Property is subject to a 3% underlying NSR royalty payable to
a former owner. The Company has reached an agreement with the
former owner to cap the 3% NSR royalty at $5 million payable from
production for consideration totaling $100,000 and 300,000 common
shares payable in stages through to January 31, 2019 (completed).
In the current year, the Company made cash payments of $50,000
(2018 – $50,000) and issued 50,000 common shares (2018
– 50,000 common shares) to the former owner.
GFTEC
will retain a 2.5% net profits interest (“NPI”) royalty
on mineral claims comprising about 96% of the PINE Property which
are subject to a net smelter return royalty payable to a former
owner (“Underlying NSR”) and a 1% NSR royalty on the
balance of the claims that are not subject to the Underlying NSR
royalty. The NPI royalty can be reduced to 1.25% at any time
through the payment to GFTEC of $2.5 million in cash or shares. The
NSR royalty can be reduced to 0.50% through the payment to GFTEC of
$2.5 million in cash or shares.
Amarc Resources Ltd.
Notes to the Condensed Consolidated Interim Financial
Statements
For the
three and nine months ended December 31, 2019 and 2018
(Unaudited – Expressed in Canadian Dollars, unless otherwise
stated)
(c)
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 Project for the reimbursement of the
vendor’s direct acquisition costs of $168,996.
7.
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
|
|
December 31, 2019
|
March
31,2019
|
|
Accounts
payable
|
$111,810
|
$35,965
|
|
Total
|
$111,810
|
$35,965
|
8.
DIRECTOR’S LOANS
|
|
Nine months ended
December 31, 2019
|
Year
ended
March 31, 2019
|
|
Opening
balance
|
$893,800
|
$763,544
|
|
Principal
advances
|
675,000
|
–
|
|
Principal
repayments
|
(375,000)
|
–
|
|
Transaction
costs
|
(490,449)
|
–
|
|
Amortization of
transaction costs
|
96,738
|
130,256
|
|
Closing
balance
|
$800,089
|
$893,800
|
|
|
December 31, 2019
|
March
31,2019
|
|
Current
portion
|
$300,000
|
$893,800
|
|
Non-current
portion
|
500,089
|
–
|
|
Total
|
$800,089
|
$893,800
|
Amarc Resources Ltd.
Notes to the Condensed Consolidated Interim Financial
Statements
For the
three and nine months ended December 31, 2019 and 2018
(Unaudited – Expressed in Canadian Dollars, unless otherwise
stated)
|
Finance
expenses
|
Three months
ended December 31,
|
Nine months
ended December 31,
|
||
|
|
2019
|
2018
|
2019
|
2018
|
|
Interest on
director’s loan
|
$24,630
|
$22,685
|
$73,219
|
$67,808
|
|
Amortization of
transaction costs
|
17,338
|
33,860
|
96,738
|
94,889
|
|
Total
|
$41,968
|
$56,545
|
$169,957
|
$162,697
|
(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)(ii)).
(b)
2019 bridge loans
In July
2019 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.
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 6-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.
Amarc Resources Ltd.
Notes to the Condensed Consolidated Interim Financial
Statements
For the
three and nine months ended December 31, 2019 and 2018
(Unaudited – Expressed in Canadian Dollars, unless otherwise
stated)
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
December 31, 2019, there were 170,602,894 Common Shares issued and
outstanding (December 31, 2018 – 170,452,894).
(b)
Share purchase options
The
following summarizes changes in the Company’s share purchase
options (the “Options”):
|
Continuity of
Options
|
Nine months
ended December 31, 2019
|
Nine months
ended December 31, 2018
|
||
|
|
Number of
Options
|
Weighted average
exercise price
|
Number of
Options
|
Weighted average
exercise price
|
|
Outstanding –
Beginning balance
|
–
|
–
|
–
|
–
|
|
Granted
|
2,000,000
|
$0.05
|
–
|
–
|
|
Expired
|
–
|
–
|
–
|
–
|
|
Outstanding –
Ending balance
|
2,000,000
|
$0.05
|
–
|
–
|
Awards
vest in several tranches ranging from 6 months to 18
months.
During
the three and nine months ended December 31, 2019, the Company
recognized share-based compensation expense of $28,423 (2018
– nil) and $28,423 (2018 – nil), respectively, related
to the Options.
The
following summarizes information on the Options outstanding and
exercisable as at December 31, 2019:
|
|
Options
outstanding
|
Options
exercisable
|
||
|
Exercise
price
|
Number of
Options
|
Weighted average
remaining contractual life (years)
|
Number of
Options
|
Weighted average
remaining contractual life (years)
|
|
$
0.05
|
2,000,000
|
4.76
|
500,000
|
4.76
|
|
Total
|
2,000,000
|
4.76
|
500,000
|
4.76
|
Amarc Resources Ltd.
Notes to the Condensed Consolidated Interim Financial
Statements
For the
three and nine months ended December 31, 2019 and 2018
(Unaudited – Expressed in Canadian Dollars, unless otherwise
stated)
(c)
Share purchase warrants
The
following common share purchase warrants were outstanding at
December 31, 2019 and March 31, 2019:
|
|
Exercise
price
|
December 31, 2019
|
March
31,2019
|
|
Issued pursuant to
a loan agreement (note 9(c)(i))
|
$0.08
|
–
|
5,000,000
|
|
Issued pursuant to
the Loan (note 9(c)(ii))
|
$0.05
|
16,000,000
|
–
|
|
Total
|
|
16,000,000
|
5,000,000
|
(i)
2016 loan bonus warrants
In
November 2016, 10,000,000 share purchase warrants were issued
pursuant to a loan agreement. The fair value of these warrants at
issue was determined to be $607,406 at $0.06 per warrant using the
Black-Scholes pricing model and based on the following assumptions:
risk-free rate of 0.79%; expected volatility of 135%; underlying
market price of $0.08; strike price of $0.08; expiry term of 3
years; and, dividend yield of nil.
In
September 2017, 5,000,000 of these warrants were exercised. The
remainder of these warrants expired in November 2019.
(ii)
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.
10.
RELATED PARTY TRANSACTIONS
|
Balances due to
related parties
|
December 31, 2019
|
March
31,2019
|
|
Hunter Dickinson
Services Inc.
|
$285,744
|
$214,179
|
|
United Mineral
Services Ltd.
|
5,021
|
8,754
|
|
Total
|
$290,765
|
$222,933
|
Amarc Resources Ltd.
Notes to the Condensed Consolidated Interim Financial
Statements
For the
three and nine months ended December 31, 2019 and 2018
(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 loans with a director of the Company and a
private company wholly-owned by a director of the Company. Note
6(b) and 6(c) includes the details of the acquisition of mineral
property interests from a private company wholly-owned by a
director of the Company.
During
the three and nine months ended December 31, 2019 and 2018, the
Company’s President, Chief Executive Officer and Director;
Chief Financial Officer; and Corporate Secretary provided services
to the Company under a service agreement with Hunter Dickinson
Services Inc. (“HDSI”) (note 10(b)). There were no
other transactions with KMP during the three and nine months ended
December 31, 2019 and 2018.
(b)
Hunter Dickinson Services Inc.
Hunter
Dickinson Inc. (“HDI”) and its wholly-owned subsidiary
HDSI are private companies established by a group of mining
professionals. HDSI provides services under contracts 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 Chief Executive Officer,
President and Director, Chief Financial Officer, 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 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, directors and officers insurance,
travel, conferences, and communication services. Third-party costs
are billed at cost, without markup.
Amarc Resources Ltd.
Notes to the Condensed Consolidated Interim Financial
Statements
For the
three and nine months ended December 31, 2019 and 2018
(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 December 31,
|
Nine months
ended December 31,
|
||
|
(rounded to the nearest thousand CAD)
|
2019
|
2018
|
2019
|
2018
|
|
Services received
from HDSI and as requested by the Company
|
$309,000
|
$416,000
|
$941,000
|
$1,248,000
|
|
Information
technology – infrastructure and
support services
|
15,000
|
15,000
|
45,000
|
45,000
|
|
Reimbursement, at
cost, of third-party expenses incurred by HDSI on behalf of the
Company
|
5,000
|
48,000
|
59,000
|
107,000
|
|
Total
|
$329,000
|
$479,000
|
$1,045,000
|
$1,400,000
|
(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.
During
the year ended March 31, 2017, the Company acquired from UMS a 100%
interest in two mineral property interests, namely JOY (note 6(b))
and DUKE (note 6(c)), for aggregate direct acquisition costs of
$504,295.
The
following is a summary of transactions with UMS that occurred
during the reporting period:
|
Transactions
with UMS
|
Three months
ended December 31,
|
Nine months
ended December 31,
|
||
|
(rounded to the
nearest thousand CAD)
|
2019
|
2018
|
2019
|
2018
|
|
Services received
from UMS and as requested by the Company
|
$–
|
$15,000
|
$9,000
|
$23,000
|
|
Reimbursement, at
cost, of third-party expenses incurred by UMS on behalf of the
Company
|
–
|
–
|
–
|
19,000
|
|
Total
|
$–
|
$15,000
|
$9,000
|
$42,000
|
Amarc Resources Ltd.
Notes to the Condensed Consolidated Interim Financial
Statements
For the
three and nine months ended December 31, 2019 and 2018
(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 December 31,
|
Nine months
ended December 31,
|
||
|
(rounded to the
nearest thousand CAD)
|
2019
|
2018
|
2019
|
2018
|
|
Salaries and benefits
included in the following:
|
|
|
|
|
|
Exploration and
evaluation expenses
|
$193,000
|
$330,000
|
$626,000
|
$1,104,000
|
|
Administration
expenses 1
|
123,000
|
133,000
|
347,000
|
413,000
|
|
Total
|
$316,000
|
$463,000
|
$973,000
|
$1,517,000
|
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 December 31,
|
Nine months
ended December 31,
|
||
|
(rounded to the
nearest thousand CAD)
|
2019
|
2018
|
2019
|
2018
|
|
Salaries and
benefits
|
$113,000
|
$138,000
|
$318,000
|
$379,000
|
|
Insurance
|
20,000
|
–
|
34,000
|
74,000
|
|
Data processing and
retention
|
15,000
|
15,000
|
45,000
|
45,000
|
|
Other office
expenses
|
3,000
|
5,000
|
10,000
|
17,000
|
|
Total
|
$151,000
|
$158,000
|
$407,000
|
$515,000
|
12.
EVENTS AFTER THE REPORTING PERIOD
In
December 2019, the Company announced that it had amended its option
agreement with GFTEC to purchase GFTEC’s 51% interest in the
PINE Property (the “Transaction”). The Company will now
hold a 100% interest in the PINE mineral claims having completed
the purchase of Cascadero’s 49% interest in the PINE Property
in the prior year (note 6(b)). After the end of the reporting
period, the Company concluded the Transaction by issuing 5,000,000
Common Shares to GFTEC.
Exhibit 99.2

AMARC RESOURCES LTD.
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE NINE MONTHS ENDED DECEMBER 31, 2019
AMARC RESOURCES LTD.
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE NINE MONTHS ENDED DECEMBER 31, 2019
|
1.1
|
Date
|
2
|
|
1.2
|
Overview
|
3
|
|
1.3
|
Selected Annual Information
|
25
|
|
1.4
|
Summary of Quarterly Results
|
25
|
|
1.5
|
Results of Operations
|
25
|
|
1.6
|
Liquidity
|
27
|
|
1.7
|
Capital Resources
|
28
|
|
1.8
|
Off-Balance Sheet Arrangements
|
28
|
|
1.9
|
Transactions with Related Parties
|
28
|
|
1.1
|
Fourth Quarter
|
30
|
|
1.11
|
Proposed Transactions
|
30
|
|
1.12
|
Critical Accounting Estimates
|
30
|
|
1.13
|
Changes in Accounting Policies including Initial
Adoption
|
30
|
|
1.14
|
Financial Instruments and Other Instruments
|
30
|
|
1.15
|
Other MD&A Requirements
|
30
|
|
1.15.1
|
Additional Disclosure for Venture Issuers without Significant
Revenue
|
30
|
|
1.15.2
|
Disclosure of Outstanding Share Data
|
31
|
|
1.15.3
|
Disclosure Controls and Procedures
|
31
|
|
1.15.4
|
Internal Controls over Financial Reporting Procedures
|
31
|
|
1.15.5
|
Limitations of Controls and Procedures
|
32
|
|
1.16
|
Risk Factors
|
32
|
AMARC RESOURCES LTD.
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE NINE MONTHS ENDED DECEMBER 31, 2019
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, 2019, and the unaudited condensed consolidated
interim financial statements (the “Financial
Statements”) of the Company for the three and nine months
ended December 31, 2019, 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 February 25, 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. 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
replace the historical property disclosure requirements for mining
registrants that were included in SEC Industry Guide 7, and 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.
In addition, “inferred resources” have a great amount
of uncertainty as to their existence, and economic and legal
feasibility. It cannot be assumed that all or any part of an
inferred resource will ever be upgraded to a higher category. 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 exists, or is economically or legally
mineable.
|
-2-
AMARC RESOURCES LTD.
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE NINE MONTHS ENDED DECEMBER 31, 2019
1.2
OVERVIEW
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 mines.
By combining strong projects and funding with successful
management, Amarc has created a solid platform to commence value
creation.
Through
its 2017 and 2018 work programs Amarc substantially advanced its
100% owned IKE, DUKE and JOY porphyry copper deposit districts
located in southern, central and northern BC, respectively. Each of
these copper 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 copper-gold and copper-molybdenum deposits.
LOCATION OF THE COMPANY'S IKE, DUKE AND JOY PROJECTS

-3-
AMARC RESOURCES LTD.
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE NINE MONTHS ENDED DECEMBER 31, 2019
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 copper mines. Initial exploration work at the IKE deposit
discovery has outlined a copper-molybdenum-silver mineralized
system, measuring approximately 3.5 km by 2 km, through combined
induced polarization chargeability (“IP”) and airborne
magnetic surveys, talus geochemical sampling, geological
investigations and the drilling of 26 widely-spaced core holes
within a portion of the mineralized system.
Exploration
results suggest that the IKE deposit discovery has important
economic potential as indicated by the copper equivalent grades
returned over long continuous drill intercepts, which compare
favourably to the range of copper equivalent grades for reserves
and resources at operating BC porphyry copper (± molybdenum
± gold ± silver) mines (see the Company’s
presentation dated February 2020 located on the website for
additional information). In 2018 Amarc completed five very
widely-spaced drill holes designed to continue to delineate the
copper, molybdenum, silver grade distribution within the overall
IKE mineralized system. The new drill results continue to indicate
that IKE shares many geological similarities with some of the
world’s important copper-molybdenum-silver deposits, like
Sierrita and Morenci in Arizona and Valley in BC.
In
addition, at least five significant porphyry copper deposit targets
have been established within 10 km of the IKE discovery that remain
to be fully explored. One of these deposit targets is located in
the greater Empress area where a recent comprehensive evaluation of
available historical data by the Company, has confirmed the
presence of a highly prospective environment for copper-gold-silver
± molybdenum porphyries and related deposits.
Subject
to funding Amarc is planning further drilling at IKE with the goals
of delineating the mineral system and establishing a mineral
resource, as prescribed by National Policy NI 43-101; and a field
based evaluation of the reported historical data at Empress to both
confirm and expand the potential of this area.
Amarc’s
DUKE deposit and an adjacent 704 km2 porphyry copper
district is located 80 km northeast of Smithers, BC and 30 km north
of former mines (Bell and Granisle) operated by Noranda Mines. DUKE
has been intermittently explored by prior operators with surface
geochemical and geophysical surveys, as well as 30 shallow diamond
drill holes. Many of the historical holes drilled intersected
significant lengths of porphyry copper-molybdenum-silver-gold
mineralization that remains open both laterally and to
depth.
Seven
of the eight holes drilled by Amarc have successfully outlined
porphyry copper-style mineralization over an area currently
measuring approximately 400 m north-south by 600 m east-west, and
open to expansion in all directions. The deposit lies below
flat-lying glacial till, which varies from 4 m to 18 m thick in the
holes drilled, with mineralization extending to the depth of
drilling – over 360 m deep. A single hole was drilled 1 km
north of the seven other Amarc holes at DUKE in order to test a
geophysical IP anomaly that extends north and south from the DUKE
deposit discovery area. This hole intersected substantial lengths
of moderate to low grade copper and molybdenum mineralization,
indicating the extensive nature of the DUKE porphyry copper system.
The mineralized system as outlined by the historical IP anomaly
associated with the DUKE discovery measures some 3.5 km north-south
by 1 km east-west. Amarc is considering how best to undertake the
drilling required to delineate the geometry and grade distribution
of the DUKE discovery.
-4-
AMARC RESOURCES LTD.
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE NINE MONTHS ENDED DECEMBER 31, 2019
In
addition to the DUKE deposit, Amarc has strategically secured
certain mineral claims in the region to cover other important
porphyry copper-gold deposit targets for field assessment and drill
testing. Amarc completed a comprehensive evaluation of government
regional datasets and historical proponent information in order to
delineate these high potential targets for follow up.
Amarc’s
464 km2
JOY mineral property lies 310 km north of Mackenzie in a region of
BC considered to have high potential for the discovery of important
scale, porphyry gold-copper deposits. The JOY claims are located 20
km north of the Kemess District, host to the former Kemess South
Mine and the government-approved Kemess underground project. In
mid-2017, Centerra Gold Inc. purchased the Kemess District from
AuRico Metals Inc. for $310 million1.
Amarc
considers the extensive JOY Project claim holdings to be
significantly underexplored, and to represent the northern
extension of the Kemess gold-copper district. Highly favourable
geology, geochemical sampling and geophysical surveys, along with
drilling in 136 holes all by past operators, has resulted in
substantially narrowing the exploration focus.
Extensive airborne and ground surveys were completed in 2018 - the
first season of exploration activity at the expanded JOY
Project (see Amarc news releases August 29, 2017 and December 27,
2017). Works included an airborne
magnetics survey and systematic IP, geochemical and geological
surveys over the more than 8 deposit-scale targets previously
identified within and adjacent to the Finlay Magnetic
Corridor. These results, in
combination with historical data, where available, have confirmed a
number of new, high potential porphyry gold-copper deposit targets,
which now primarily require drilling. These targets include the PINE deposit where a
review of the available historical drill and exploration survey
data indicate the potential, with further drilling, to establish a
mineral resource, as prescribed by National Policy NI
43-101.
Amarc
is committed to unlock the emerging value of the IKE, DUKE and JOY
copper districts and is working to secure funding partners in order
to: drill the current deposit discoveries at IKE and DUKE to
establish the grade and geometry of the mineralization; and also
drill new high potential targets at JOY, DUKE and IKE with the goal
of making a significant porphyry copper-gold deposit discovery. The
team is also looking to opportunistically acquire new projects
within stable jurisdictions.
Amarc
works closely with local governments, Indigenous groups and other
project stakeholders in order to advance its mineral properties
responsibly, and in a manner that contributes to sustainable
community and economic development.
1 Centerra Gold Inc. news release January 8,
2018.
-5-
AMARC RESOURCES LTD.
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE NINE MONTHS ENDED DECEMBER 31, 2019
Amarc
senior management and project teams seek 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 (comprising the IKE, Granite, Juno and Galore
Properties)
Amarc
has a 100% interest in the IKE, Granite, Juno and Galore
Properties, which make up the IKE Project.
The IKE
deposit discovery, together with the surrounding district of
additional prospective porphyry copper
(±molybdenum±silver±gold) and related targets, have
the potential to develop into an important new BC mining camp. In
addition to the main IKE mineral property, Amarc has secured
extensive mineral claims in the region to cover other compelling
deposit targets, as well as potential infrastructure
sites.
IKE Deposit
The IKE
Project is located approximately 33 km northwest of the historical
mining communities of Gold Bridge and Bralorne, in south-central
BC. Core drilling of the IKE deposit is located above tree line
within large and barren cirques. Although current access to the
site is by helicopter, there is good infrastructure in the region.
Mainline logging roads leading northwest from Gold Bridge extend to
within 13 km of the southern extent of the IKE property. Power,
railways and highways are all available in the area of Gold Bridge
and the regional towns of Lillooet and Pemberton.
Amarc
has made a significant new porphyry copper-molybdenum-silver
discovery at IKE. All 26 wide-spaced core holes drilled by Amarc at
IKE (2014-9 holes; 2015-9 holes; 2016-3 holes and 2018 5 holes for
a total of 15,454 m) have intersected long intervals of
chalcopyrite and molybdenite mineralization, with grades that are
comparable to the range of copper equivalent grades at operating BC
porphyry copper mines (see presentation on the Company’s
website at www.amarcresources.com).
Copper, molybdenum and silver mineralization has been intersected
over an increasingly broad area measuring 1.2 km m east-west by 1.0
km north-south, and 875 m vertically. The drilling indicates the
potential for extensive resource volumes, which remain open to
expansion in all lateral directions and to depth. Notably the
drilling completed to date has tested only a portion of the over
plus 9 km2
IKE hydrothermal system. In 2018, Amarc completed a $1.6 million
drill program comprising five very widely-spaced core holes
designed to continue to delineate the copper, molybdenum, silver
grade distribution within the overall mineralized system. The 2018
and previous drill results indicate that IKE shares many geological
similarities with some of the world’s important
copper-molybdenum-silver deposits, like Sierrita and Morenci in
Arizona and Valley in BC. Subject to funding, the Company is
planning an expanded drill program with the goal of further
delineating the known mineralization and potentially establishing a
NI-43-101 compliant resource at IKE.
-6-
AMARC RESOURCES LTD.
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE NINE MONTHS ENDED DECEMBER 31, 2019
Highlights
from the drill programs completed at IKE include:
|
SELECTED ASSAY INTERVALS
2014-2018 IKE Discovery Drill Holes
|
|||||
|
Hole
ID
|
Int.1,2
(m)
|
CuEQ3
(%)
|
Cu
(%)
|
Mo
(%)
|
Ag
(g/t)
|
|
1
|
247
|
0.42
|
0.28
|
0.030
|
2.0
|
|
2
|
123
|
0.41
|
0.32
|
0.017
|
2.5
|
|
3
|
92
|
0.41
|
0.31
|
0.020
|
2.1
|
|
5
|
194
|
0.49
|
0.30
|
0.046
|
0.8
|
|
6
|
308
|
0.40
|
0.26
|
0.032
|
1.8
|
|
8
|
97
|
0.46
|
0.32
|
0.030
|
2.2
|
|
10
|
124
|
0.45
|
0.34
|
0.022
|
3.2
|
|
12
|
214
|
0.37
|
0.26
|
0.023
|
2.2
|
|
13
|
592
|
0.44
|
0.30
|
0.032
|
2.1
|
|
14
|
86
|
0.48
|
0.33
|
0.032
|
2.2
|
|
18
|
111
|
0.36
|
0.30
|
0.010
|
2.3
|
|
20
|
148
|
0.54
|
0.39
|
0.030
|
2.9
|
|
21
|
287
|
0.39
|
0.30
|
0.018
|
2.2
|
|
22
|
138
|
0.40
|
0.28
|
0.024
|
2.1
|
|
25
|
222
|
0.46
|
0.35
|
0.022
|
2.4
|
|
26
|
147
|
0.44
|
0.26
|
0.042
|
1.9
|
|
Average 4
|
195
|
0.43
|
0.30
|
0.028
|
2.1
|
1.
Widths reported are
drill widths, such that true thicknesses are unknown.
2.
All assay intervals
represent length weighted averages.
3.
Copper equivalent
(CuEQ) calculated using: Cu US$3.00/lb, Mo US$12.00/lb and Ag
US$18.00/oz. Metallurgical recoveries and net smelter returns are
assumed to be 100%.
4.
Some figures may
not sum exactly due to rounding.
5.
Analytical &
QA/QC: Amarc drill core was logged, photographed and cut in half
with a diamond saw. Half core samples from IKE were sent to
Activation Laboratories Ltd., Kamloops, Canada facility (17025
accredited), for preparation and analyses. Drill core samples were
analyzed for Cu, Mo, Au, Ag and 34 additional elements by 4 acid
digestion of a 0.25 g sample followed by an ICP-AES finish. Cu, Mo,
Ag, Au and 59 additional elements we also analyzed by Aqua Regia
digestion of a 0.5 g sample followed by an ICP-MS finish. Au was
also analyzed by fire assay fusion of a 30 g sample followed by
ICP-AES finish. Amarc control samples were inserted in each
analytical batch at the following rates: standards one in 20
regular samples, duplicates in one in 20 regular samples and blanks
one in 50 regular samples. The control sample results were checked
for proper QA/QC.
Assay
results from all of Amarc's 2014, 2015, 2016 and 2017 drill holes
are summarized in the Management’s Discussion and Analysis
for the Six Months ended September 30, 2017 and the Nine Months
Ended December 31, 2017 filed on www.sedar.com,
and those for the 2018 drilling in the Company’s news release
dated November 6, 2018.
-7-
AMARC RESOURCES LTD.
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE NINE MONTHS ENDED DECEMBER 31, 2019
Notably,
IP geophysical work undertaken in 2017 showed the IKE mineralized
system to be much larger than originally thought and is now known
to extend for at least 3.5 km east-west by 3 km north-south, as
outlined by IP and aeromagnetics surveys, geological investigations
and talus fines geochemical sampling. Central to this large
sulphide-mineralized system are the 26 discovery core holes drilled
by Amarc and as described above. Maps, cross sections and figures
illustrating the full extent of the IKE mineralized system and its
potential are presented in the corporate presentation on the Amarc
website at www.amarcresources.com.
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.
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
copper and molybdenum concentrates by standard flotation
processing.
IKE District Targets
At
least five significant porphyry copper (± gold ±
molybdenum ± silver) deposit targets have been established
within 10 km of the IKE deposit by Amarc’s exploration from
2014 through 2017, and also from data in reports from sporadic
historical exploration in the region by previous operators. Results
from Amarc’s district-wide, geophysical, geochemical,
geological surveys and wide-spaced drilling on select targets are
summarized in the Management’s Discussion and Analysis for
the Nine Months Ended December 31, 2017 and for the Year Ended
March 31, 2018 filed on www.sedar.com.
The
district surveys defined a number of significant porphyry copper
deposit targets and, in addition, potential precious metal
epithermal deposit targets. Age dating of porphyry mineralization
discovered within the IKE district has confirmed at least four
separate porphyry mineralizing events, which occurred over an
exceptionally long period of 46 million years. These deposit
targets are located along, to a few km inboard of, the contact of
the northeastern margin of the Coastal Plutonic Complex with older
volcano-sedimentary rocks. In general, porphyry, porphyry-related
and epithermal mineralization located closer to the CPC contact
tends to be more gold-bearing whereas deposits such as IKE that lie
inboard of the CPC contact are copper-molybdenum-silver
dominated.
One of
the significant porphyry copper deposit targets drill tested in
2017 was at Rowbottom - a promising target located 4.5 km northwest
of the IKE deposit. Rowbottom was tested with a single drill hole,
which intersected significant intervals of porphyry
copper-molybdenum mineralization hosting elevated silver and gold
values, which are cut by a number of post mineral dykes. This hole
was drilled into an IP anomaly measuring 1.3 km by 1.0 km that
remains open for further surveying. Additional drilling is required
both laterally and to depth in order to determine the geometry and
grade distribution of the Rowbottom deposit. Assay results from
hole RB17001 are tabulated below.
-8-
AMARC RESOURCES LTD.
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE NINE MONTHS ENDED DECEMBER 31, 2019
|
ROWBOTTOM
2017 Assay Results
|
||||||||||
|
Hole
ID
|
Dip
(0)
|
Azim
(0)
|
From
(m)
|
To
(m)
|
Int.2,3,4
(m)
|
CuEQ1
(%)
|
Cu
(%)
|
Mo
(%)
|
Ag
(g/t)
|
Au
(g/t)
|
|
RB17001
|
-50
|
90
|
63
|
129
|
66
|
0.40
|
0.29
|
0.006
|
4.1
|
0.08
|
|
|
|
|
333
|
354
|
21
|
0.51
|
0.38
|
0.007
|
4.3
|
0.11
|
1
Copper equivalent
(CuEQ) calculations in both tables above use metal prices: Cu
US$3.00/lb, Mo US$12/lb, Ag US$18/oz and Au US$1,300/oz (when
reported). Metallurgical recoveries and net smelter returns are
assumed to be 100%. Note that Au is included in the CuEQ
calculations in respect to Rowbottom and DUKE but not for the IKE
deposit or Mad Major.
2
Widths reported are
drill widths, such that the true thicknesses are
unknown.
3
All assay intervals
represent length weighted averages.
4
Some figures may
not sum exactly due to rounding.
5
For QAQC, see IKE
table above.
In
addition, the Company has recently completed a comprehensive desk
evaluation of historical drill, geochemical, geophysical and
geological data for the greater Empress area, located approximately
6 km north of the IKE deposit. This work indicates the presence of
a highly prospective environment for copper-gold-silver ±
molybdenum porphyries and related deposits. Subject to funding
Amarc is planning a field based evaluation of historical data to
both confirm and expand upon the known potential of the Empress
area.
IKE Project Agreements
The
mineral claims comprising the Juno Property were staked and are
owned 100% by Amarc. The property acquisition agreements relating
to the IKE, Galore and Granite Properties, which together with the
JUNO Property comprise the IKE Project, are outlined
below.
The
material terms of the former agreements with and the terms under
which Thompson Creek Metals Inc. (“Thompson Creek”) and
Hudbay Minerals Inc. (“Hudbay”) relinquished their
options to earn up to a 50% and a 60% interest in the IKE Project,
respectively, and the three mineral property acquisition agreements
relating to the IKE and district properties are set out below. The
remaining royalties held by the respective vendors referenced have
been capped or can be purchased by Amarc (in the $2 million to $5
million range).
IKE Project Agreement with Thompson Creek
On
September 3, 2015 Amarc announced it entered into an agreement (the
"Agreement") with Thompson Creek (now a wholly owned subsidiary of
Centerra Gold Inc.) 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 copper-molybdenum-silver porphyry deposit and the surrounding
district. 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.
-9-
AMARC RESOURCES LTD.
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE NINE MONTHS ENDED DECEMBER 31, 2019
Under
the terms of the Agreement, Thompson Creek could earn an initial
30% interest in the IKE Project under a Stage 1 Option by funding
$15 million of expenditures before December 31, 2019, of which $3
million for 2015 and $2 million for 2016 were funded. For each $5
million of project expenditures funded, Thompson Creek would
incrementally earn a 10% ownership interest. As of July 14,
2016, Thompson Creek had funded $5 million in project expenditures
and as such had earned a 10% ownership interest in the IKE, Granite
and Juno properties and the right to earn a 10% interest in the
Galore Property (see below). Stage 1 Option expenditures could
be accelerated by Thompson Creek at its discretion. Amarc remained
as operator during the Stage 1 earn-in period.
If
Thompson Creek fully exercised the Stage 1 Option, Thompson Creek
would have a one-time right under a Stage 2 Option to elect to
earn an additional 20% ownership interest in the IKE Project (for a
total 50% ownership interest). To fulfill its obligations under the
Stage 2 Option, Thompson Creek had to commit to fund and complete a
Feasibility Study for the IKE Project that could serve as the basis
for a decision by an internationally recognized financial
institution to finance the development of a mining project. This
Feasibility Study had to be completed within a two-year period,
which could be extended to three years under certain conditions.
While completing the Feasibility Study work under the Stage 2
Option, Thompson Creek would also be required to meet all other
expenditures necessary to maintain and advance the IKE
Project.
Thompson
Creek would become operator upon initiation of the Stage 2 Option
period, and would remain operator so long as it holds a 50%
interest. When Thompson Creek had concluded its’s earn-in
period, the parties expected to form a joint venture to further
develop the IKE Project provided that Thompson Creek earned a
minimum 10% interest. Amarc would remain operator of the Project in
the instance that Thompson Creek does not earn a 50%
interest.
During
both the Stage 1 and Stage 2 Option periods, Amarc
retained a ‘co-expenditure right’, whereby it could
fund at its discretion additional expenditures on the IKE Project.
Thompson Creek may elect to pay its 30% or 50% share of these
additional expenditures upon completion of its Stage 1 Option
and Stage 2 Option periods as the case may be, failing which
its ownership interest would be reduced. Under the
‘co-expenditure right’ provision of the Agreement, the
maximum amount that Amarc could recover from Thompson Creek on
completion of the Stage 1 Option is capped at $6 million (i.e.
30% of $20 million). The maximum amount that Amarc could recover
from Thompson Creek on completion of the Stage 2 Option is
capped at $10 million (i.e. 50% of $20 million).
On
January 11, 2017 Amarc announced that Thompson Creek, having been
acquired by gold-focused Centerra Gold Inc., relinquished its
option to earn up to a 50% interest in the IKE Project. Thompson
Creek having acquired a 10% participating interest in the IKE
Project by investing $6 million in exploration programs undertaken
in 2015 and 2016, has elected to exchange its participating
interest for a 1% Conversion Net Smelter Royalty from mine
production; capped at a total of $5 million. As a result, Amarc
re-acquired 100% interest in the IKE Project.
-10-
AMARC RESOURCES LTD.
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE NINE MONTHS ENDED DECEMBER 31, 2019
IKE Project Agreement with Hudbay
On July
6, 2017 Amarc announced it had entered into a Mineral Property
Farm-In Agreement (the “Agreement”) with Hudbay,
pursuant to which Hudbay may acquire, through a staged investment
process, up to a 60% ownership in the IKE Project.
Under
the terms of the Agreement, Hudbay can earn an initial 49%
ownership interest in the IKE Project under a Stage 1 Farm-in Right
by funding $25 million of expenditures before December 31, 2020, of
which $3.3 million was committed for 2017 and $1.6 million is
committed for 2018.
Provided
its Stage 1 Farm-in Right is exercised, Hudbay can, pursuant to a
Stage 2 Farm-in Right, elect to earn an additional 1% interest in
the IKE Project (for a total 50% interest), by funding $15 million
of additional expenditures (for a total of $40 million), also
before December 31, 2020.
Stage 1
and Stage 2 Farm-in expenditures can be accelerated by Hudbay at
its discretion. Amarc will be the operator during the Stage 1 and
Stage 2 periods. A Joint Venture (“JV”) will be formed
when Hudbay has acquired a 49% interest in the IKE
Project.
Provided
that Hudbay has exercised its Stage 2 Farm-in Right and acquired a
50% interest in the IKE Project, it can then elect to go forward
via one of two paths.
First,
Hudbay can replace Amarc as operator of the JV after it funds all
project expenditures and completes a Feasibility Study for the IKE
Project by December 31, 2025. Having gained operatorship, Hudbay
can then choose to either go forward with Amarc in a 50/50
participating JV, or can instead elect to continue with its Farm-in
(the “Stage 3 Farm-in Right”) to acquire an additional
10% interest in the IKE Project (for a total 60% interest). To
exercise its Stage 3 Farm-in Right, Hudbay must fund all project
expenditures required to submit a British Columbia Environment
Assessment (“EA”) application for the IKE Project and,
if applicable, a Canadian EA application, with the application(s)
being accepted for review by December 31, 2026. In addition, Hudbay
must also continue to fund all project expenditures until the
necessary EA Certificate(s) are received. Following receipt of the
EA Certificate(s), all IKE Project expenditures going forward will
be shared by Hudbay and Amarc on a pro rata basis (Hudbay 60%/Amarc
40%) under the JV.
As a
second alternative path, Hudbay can elect, after exercising its
Stage 2 Farm-in Right, to proceed directly to the Stage 3 Farm-in
Right, so immediately becoming the operator, and acquire a further
10% interest (for a total 60% interest) by, as above, submitting
and having accepted for review a British Columbia EA application
and, if applicable, a Canadian EA application, by December 31,
2026. Again in this instance, Hudbay must also fund all project
expenditures until receipt of the necessary EA Certificate(s). As
with the first path, following receipt of the EA Certificate(s),
all IKE Project expenditures going forward will be shared by Hudbay
and Amarc on a pro rata basis (Hudbay 60%/Amarc 40%) under the
JV.
Hudbay
has the right to defer either of its 2019 or 2020 expenditures, for
a one-year period, subject to certain conditions. If this deferral
occurs, Amarc will have a “co-expenditure right”,
whereby it can incur and fund approved additional expenditures on
the IKE Project up to the amount of the deferred expenditures.
Hudbay may elect to reimburse Amarc for these additional
expenditures, thereby retaining its interest in the Project. Under
either path, If Hudbay does not submit the EA application(s) by
December 31, 2026, then Amarc will become operator
again.
-11-
AMARC RESOURCES LTD.
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE NINE MONTHS ENDED DECEMBER 31, 2019
In
January, 2018 the Company amended the Agreement with Hudbay to
extend the Stage 1 Farm-in Right period by one year to December 31,
2021.
On
January 19, 2019 Amarc announced that Hudbay had relinquished its
option to earn up to a 60% interest in the IKE Project. Hudbay had
not earned a participating interest in the IKE Project and did not
retain any royalty.
IKE Property Agreement with the Optionors
Amarc
holds a 100% interest in the IKE Property. In December 2013, the
Company entered into an Option and Joint Venture Agreement (the
"IKE Agreement") with Oxford Resources Inc. ("Oxford"), whereby the
Company acquired the right to earn an 80% ownership interest in the
IKE property by making cash payments totaling $125,000, issuing
300,000 shares, and by incurring approximately $1.86 million in
exploration expenditures on or before November 30,
2015.
In July
2014 the IKE Agreement was amended and Oxford assigned all of its
interest in the IKE Property, and the underlying option agreement
with respect to the IKE Property, to Amarc and converted its
ownership interest in the IKE Property to a 1% Net Smelter Return
(“NSR”) royalty in consideration of a $40,000 cash
payment. The 1% NSR royalty can be purchased at any time for $2
million (payable in cash or common shares of Amarc at the
Company’s sole election). The maximum aggregate amount
payable under the NSR royalty is $2 million.
As a
result of the foregoing, Amarc had the right to acquire a 100%
ownership interest in the IKE Property directly from two unrelated
individuals (formerly the underlying owners and now the
“Optionors”) by making a cash payment of $40,000
(completed), issuing 100,000 shares (completed), and by incurring
approximately $1.86 million in exploration expenditures (completed)
on or before November 30, 2015.
The
Optionors retain a 2% NSR royalty. Amarc has the right to purchase
half of the royalty (1%) for $2 million ($1 million of which is
payable in cash, Amarc common shares, or any such combination, at
Amarc's discretion) at any time prior to commercial production. In
addition, Amarc has the right to purchase the other half of the
royalty (1%) for $2 million ($1 million of which is payable in
cash, Amarc common shares, or any such combination, at Amarc's
discretion) prior to December 31, 2018. Minimum advance royalty
payments of $25,000 (payable in cash, Amarc common shares, or any
such combination, at Amarc's discretion) to the Optionors annually
commenced on December 31, 2015.
Amarc
has agreed that upon completion of a positive feasibility study,
Amarc will issue 500,000 common shares to the
Optionors.
In May
2017, the Company amended the agreement with the Optionors whereby
it has the right to purchase 1% of the above mentioned 2% NSR
royalty originally purchasable for $2 million prior to December 31,
2018, where Amarc now has the right to purchase that 1% 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.
In consideration of this amendment, beginning on December 31, 2017
the Company will make an additional Annual Advanced Royalty payment
of $25,000 to the Optionors.
-12-
AMARC RESOURCES LTD.
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE NINE MONTHS ENDED DECEMBER 31, 2019
Granite Property Agreement
In
August 2014, the Company entered into a purchase agreement with
Great Quest Fertilizers Ltd. ("Great Quest"), whereby the Company
can purchase a 100% ownership interest in the Granite Property on
or before November 30, 2014 by making staged cash payments
totalling $400,000 (completed).
Great
Quest holds a 2% NSR royalty on the property which can be purchased
for $2 million, on or before commercial production (payable in
cash, Amarc common shares, or any such combination, at
Amarc’s discretion). In addition, there is an underlying 2.5%
NSR royalty on certain mineral claims, which can be purchased at
any time for $1.5 million less any amount of royalty already
paid.
Galore Property Agreement
In July
2014, the Company entered into an option and joint venture
agreement (the “Galore Option Agreement”) with Galore
Resources Inc. ("Galore"), whereby the Company acquired the right
to earn an initial 51% ownership interest in the Galore Property by
incurring $3 million in exploration expenditures within five years
($1.5 million of which may be in recordable assessment credits not
directly incurred on the property), and by making staged cash
payments up to a maximum of $450,000 (50% of which may be payable
in Amarc common shares). Amarc may thereafter acquire an additional
19% ownership interest, for a total 70% ownership interest, by
incurring $2 million in exploration expenditures within two years.
Upon exercise of the initial or additional option (collectively,
the “Galore Option”), Galore and Amarc have agreed to
form either a 51/49 or a 70/30 joint venture, as the case may
be.
The
Galore mineral tenure is comprised of five claim groups and is
subject to five underlying option agreements, each of which
provides the relevant underlying owner with a 1.5% NSR royalty
(collectively, the “NSR Royalties”) each of which may
be purchased for $250,000 on or before December 31, 2024, and a 10%
net profits interest royalty (collectively, the “NPI
Royalties”) each of which may be purchased at any time until
December 31, 2024 for $400,000 less any amount of an NPI Royalty
already paid.
In July
2016, the Company entered into a second option agreement (the
“Second Option Agreement”) whereby the Company acquired
the right, separate and apart from the Galore Option (the
“Second Option”) to acquire 100% of Galore’s
rights in and to the Galore Property in consideration of the
payment to Galore of $550,000 on a staged basis on or before
January 16, 2018. Under the terms of the Second Option Agreement,
upon exercise of the Second Option and the Company acquiring 100%
of the Galore property, the Galore Option Agreement will terminate
and be of no further force and effect.
-13-
AMARC RESOURCES LTD.
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE NINE MONTHS ENDED DECEMBER 31, 2019
In
addition, in July 2016, the Company also reached an agreement with
the underlying owners of the Galore Property whereby the Company
obtained the right to acquire all of the underlying owners’
residual interest in and to the Galore property, including the five
NSR Royalties and the five NPI Royalties, in consideration of the
payment of $100,000 (completed) on a staged basis on or before
January 16, 2018, subject to the Company exercising the Second
Option.
During
the Second Option exercise period, all cash payment and exploration
expenditure requirements set out in the Galore Option Agreement
shall cease to apply, including with respect to all cash payments
payable to the underlying owners.
In
January 2017 Amarc announced that it had exercised the Second
Option and had acquired a 100% interest in the Galore Property from
Galore, clear of any royalties to Galore, by making a final payment
of $280,000. This transaction marks the successful completion by
Amarc of a series of property dealings to acquire 100% of mineral
claims and crown grants making up the entire IKE
Project.
The DUKE Project
Amarc
has secured a 100% interest in the DUKE mineral property as well as
extensive adjacent mineral claims over high potential porphyry
copper and gold district exploration targets. DUKE is located 80 km
northeast of Smithers BC, within the well-known Babine
porphyry-copper district, 30 km north of former mines (Bell and
Granisle) operated by Noranda Minerals Inc. between 1966 and 1992,
and producing a total of 1.1 billion pounds of copper, 634,000
ounces of gold and 3.5 million ounces of silver2. DUKE is also just 10 km northeast of
the Morrison Deposit, a significant copper-gold-molybdenum porphyry
deposit with a completed Feasibility Study3.
The
property is accessible from Smithers by road and an
industrial-scale barge crossing of Babine Lake from the town of
Granisle. A longer, all-road commute is available from Fort St.
James, 150 km to the southeast. Power extends to the former Bell
mine.
DUKE
was intermittently explored between 1965 and 2010 with geochemical,
IP and magnetometer surveys and 30 shallow diamond drill holes.
Extensive glacial cover largely precludes geological surveys and
hinders geochemical survey interpretation, but most of the
historical holes drilled intersected significant lengths of
porphyry-style mineralization that remains open both laterally and
to depth. For example, DDH-14, intersected 87 m of 0.40% Cu,
0.021% Mo, 2.2 g/t Ag and 0.05 g/t Au from 29 m to the end of
the hole. Another hole, DDH-02, located 430 m southeast of DDH-14
intersected 107 m of 0.30% Cu, 0.011% Mo, 1.2 g/t Ag, and 0.06 g/t
Au from 30 m. Porphyry mineralization was encountered by drill
holes over an area of 800 m by 400 m, which is open laterally in
several directions. The average vertical depth of all holes drilled
in this mineralized area is 90 m, with the deepest being only 124
m. Eighty percent of the holes drilled in this mineralized area
bottomed in porphyry copper mineralization. Additionally, an
historical IP survey results indicate a significant area of
prospective ground has yet to be drilled.
2 MINFILE Number 093L 146 and 093M 001 MINFILE
Production Detail Report, BC Geological Survey, Ministry of Energy
and Mines, BC.
3 Wardrop, “Morrison Copper/Gold Project
– Feasibility Study NI 43-101 Technical Report”, March
12, 2019.
-14-
AMARC RESOURCES LTD.
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE NINE MONTHS ENDED DECEMBER 31, 2019
Seven
of the eight drill holes completed by Amarc in November 2017 and in
early 2018, successfully outlined porphyry copper-style
mineralization over an area currently measuring approximately 400 m
north-south by 600 m east-west, and open to expansion in all
directions. The deposit lies below flat-lying glacial till, which
varies from 4 m to 18 m thick in the holes drilled, with
mineralization extending to the depth of drilling – over 360
m deep. Mineralization is mainly hosted by
biotite-feldspar-porphyry intrusions into volcanic rocks. These
rock types also host the Bell, Morrison and Granisle porphyry
copper deposits in the region.
A
single hole (DK18004) was drilled 1 km north of all other
Amarc holes at DUKE in order to test the geophysical IP anomaly
that extends north and south from the DUKE deposit discovery area.
This hole intersected substantial lengths of moderate to low grade
copper and molybdenum mineralization, indicating the extensive
nature of the DUKE porphyry copper system. The IP anomaly
associated with the DUKE discovery measures some 3.5 km north-south
by 1 km east-west. Assay results from the eight holes drilled by
Amarc on the DUKE project are tabulated below. Drill-hole plans and
cross sections are available on the Company’s website at
www.amarcresources.com.
The results indicate that Amarc has discovered another important,
near surface, porphyry copper-molybdenum-silver-gold deposit. The
Company is considering how best to undertake the extensive further
drilling required to delineate the geometry and grade distribution
of this promising discovery.
In
addition to the DUKE deposit, Amarc has strategically secured
certain mineral claims in the region to cover other important
porphyry copper-gold deposit targets for field assessment and drill
testing. Amarc recently completed a comprehensive evaluation of
government regional datasets and historical proponent information
in order to delineate these high potential targets for follow
up.
-15-
AMARC RESOURCES LTD.
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE NINE MONTHS ENDED DECEMBER 31, 2019
DUKE
PROJECT
ASSAY RESULTS
|
Drill Hole ID
|
Dip (o)
|
Azim
(o)
|
EOH
(m)
|
Incl.
|
Form
(m)
|
To
(m)
|
Int. 2,3,4
(m)
|
CuEQ1
(%)
|
Cu
(%)
|
Mo
(%)
|
Ag
(g/t)
|
Au
(g/t)
|
|
DK17001
|
59
|
266
|
519
|
Incl.
Incl.
Incl.
|
40
40
210
268
317
458
458
509
|
130
73
243
278
347
519
479
519
|
90
33
33
10
30
61
21
10
|
0.35
0.41
0.35
0.31
0.35
0.36
0.41
0.57
|
0.24
0.30
0.21
0.20
0.20
0.23
0.35
0.11
|
0.016
0.013
0.026
0.018
0.030
0.001
0.001
0.001
|
1.1
1.4
1.2
1.3
1.1
2.8
3.3
3.0
|
0.06
0.08
0.04
0.03
0.04
0.16
0.04
0.68
|
|
DK17002
|
45
|
270
|
527
|
Incl.
Incl.
|
17
17
238
308
477
477
|
130
73
268
377
523
498
|
113
56
30
69
47
22
|
0.37
0.41
0.47
0.38
0.40
0.51
|
0.25
0.29
0.33
0.23
0.26
0.31
|
0.014
0.015
0.019
0.029
0.025
0.040
|
1.4
1.6
1.9
1.2
1.4
1.6
|
0.07
0.08
0.07
0.05
0.04
0.04
|
|
DK18003
|
50
|
267
|
529
|
|
32
|
68
|
36
|
0.30
|
0.21
|
0.010
|
1.0
|
0.06
|
|
|
|
|
|
|
142
|
164
|
22
|
0.33
|
0.20
|
0.018
|
1.5
|
0.06
|
|
|
|
|
|
|
395
|
407
|
12
|
0.47
|
0.21
|
0.004
|
2.3
|
0.34
|
|
DK18004
|
50
|
90
|
502
|
|
88
|
181
|
93
|
0.30
|
0.22
|
0.012
|
1.0
|
0.04
|
|
|
|
|
|
Incl.
|
94
|
106
|
12
|
0.41
|
0.32
|
0.012
|
1.5
|
0.04
|
|
DK18005
|
55
|
267
|
485
|
|
14
|
344
|
331
|
0.34
|
0.22
|
0.019
|
1.0
|
0.04
|
|
|
|
|
|
Incl.
|
71
|
232
|
161
|
0.40
|
0.26
|
0.025
|
1.1
|
0.05
|
|
|
|
|
|
and
|
107
|
232
|
125
|
0.44
|
0.29
|
0.029
|
1.2
|
0.05
|
|
|
|
|
|
and
|
212
|
232
|
20
|
0.64
|
0.45
|
0.033
|
2.0
|
0.06
|
|
|
|
|
|
Incl.
|
308
|
344
|
36
|
0.43
|
0.30
|
0.020
|
1.3
|
0.07
|
|
DK18006
|
50
|
267
|
500
|
|
98
|
416
|
318
|
0.33
|
0.24
|
0.012
|
1.1
|
0.05
|
|
|
|
|
|
Incl.
|
227
|
293
|
66
|
0.42
|
0.30
|
0.016
|
1.2
|
0.07
|
|
|
|
|
|
Incl.
|
347
|
405
|
58
|
0.46
|
0.34
|
0.017
|
1.5
|
0.06
|
|
DK18007
|
55
|
267
|
560
|
|
373
|
544
|
171
|
0.33
|
0.24
|
0.010
|
1.0
|
0.06
|
|
|
|
|
|
Incl.
|
373
|
394
|
21
|
0.42
|
0.34
|
0.010
|
1.3
|
0.05
|
|
|
|
|
|
Incl.
|
406
|
424
|
18
|
0.40
|
0.30
|
0.011
|
1.2
|
0.08
|
|
|
|
|
|
Incl.
|
466
|
544
|
78
|
0.38
|
0.28
|
0.012
|
1.2
|
0.08
|
|
DK18008
|
50
|
267
|
487
|
|
21
|
158
|
137
|
0.31
|
0.22
|
0.011
|
0.8
|
0.06
|
|
|
|
|
|
Incl.
|
21
|
86
|
65
|
0.41
|
0.30
|
0.012
|
1.1
|
0.08
|
|
|
|
|
|
|
447
|
464
|
17
|
0.38
|
0.28
|
0.010
|
1.4
|
0.07
|
|
71-02
|
45
|
90
|
163
|
|
30
|
128
|
98
|
0.40
|
0.30
|
0.012
|
1.2
|
0.07
|
|
71-10
|
45
|
90
|
170
|
|
18
|
165
|
147
|
0.40
|
0.27
|
0.017
|
1.8
|
0.07
|
|
|
|
|
|
Incl.
|
62
|
165
|
102
|
0.47
|
0.31
|
0.021
|
2.1
|
0.09
|
|
71-14
|
90
|
0
|
115
|
|
29
|
115
|
87
|
0.53
|
0.40
|
0.021
|
2.2
|
0.05
|
|
71-19
|
90
|
0
|
90
|
|
47
|
80
|
34
|
0.43
|
0.27
|
0.026
|
2.0
|
0.05
|
1 Copper equivalent
(CuEQ) calculations use metal prices: Cu US$3.00/lb, Mo
US$12.00/lb, Ag US$18.00/oz and Au US$1300/oz.
Metallurgical recoveries and net smelter returns are assumed to be
100%.
2 Widths
reported are drill widths, such that the true thicknesses are
unknown.
3 All assay
intervals represent length weighted averages.
4 Some figures may not
sum exactly due to rounding.
5 Analytical & QA/QC: Amarc drill core was logged,
photographed and cut in half with a diamond saw. Half core samples
from DUKE were sent to MS Analytical, Langley, Canada facility
(17025 accredited), for preparation and analyses. Drill core
samples were analyzed for Cu, Mo, Au, Ag and 35 additional elements
by Aqua Regia digestion of a 0.5 g sample followed by an ICP-AES/MS
finish. Au was also analyzed by fire assay fusion of a 30 g sample
followed by AAS finish. Amarc control samples were inserted in each
analytical batch at the following rates: standards one in 20
regular samples, in-line replicates one in 20 regular samples and
blanks one in 50 regular samples. The control sample results were
checked for proper QA/QC.
-16-
AMARC RESOURCES LTD.
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE NINE MONTHS ENDED DECEMBER 31, 2019
DUKE Project Agreement
In
November, 2016, the Company entered into a purchase agreement with
a private company owned by a director to purchase 100% of the DUKE
property (16 mineral claims) at the vendor’s direct
acquisition costs of $168,996.
There
are no royalties associated with the DUKE property.
The JOY Project (comprising the JOY and PINE Properties and the
Staked Claims)
The JOY
Project comprises the JOY and PINE Properties and also the Staked
Claims which were acquired directly by Amarc. In 2016, the Company
acquired 100% of the JOY Property in the northern portion of the
Project. In addition, Amarc concluded agreements with each of Gold
Fields Toodoggone Exploration Corporation (“GFTEC”) and
Cascadero Copper Corporation (“Cascadero”) in mid-2017,
which provide that Amarc can purchase 100% of the PINE Property.
Further to the deal with GFTEC and Cascadero being concluded,
Hudbay and Amarc agreed to include both the PINE Property and the
Staked Claims into the JOY Project.
The JOY
Project is located 310 km north-northwest of Mackenzie in an area
of moderate topography in the Kemess District of north-central BC,
which is one of BC’s best areas for the discovery of precious
metals-rich porphyry deposits. Seasonal roads cross the PINE
property claims (southern part of the JOY Project), accessing the
Pine deposit, and by road from the Brenda porphyry copper deposit,
which come within approximately 0.5 km of the JOY Project. The JOY
Project is also accessed by helicopter from staging, or from the
Kemess mine site located 25 km due south. Power also extends to the
Kemess mine site and its 300-person camp.
The
Kemess District is well-known to Amarc’s technical team, as
the Company draws on the technical expertise of Hunter Dickinson
Inc. who is credited as the first team to recognize its true
porphyry potential – acquiring both the early-stage Kemess
South and Kemess North prospects into El Condor Resources, which
developed them into significant porphyry copper-gold deposits
before that company was taken over. Northgate Minerals went on to
produce 3 million ounces of gold and 780 million pounds of copper
over a 12-year period to 20104 (Kemess South). More recently in January
2018, Centerra Gold Inc. concluded the purchase of the Kemess
Project from former owner Aurico Metals for $310 million thereby
acquiring the Kemess Underground Project, the Kemess East Deposit
and the former Kemess South Mine infrastructure1 – news that
added to the impetus of the growing mineral exploration and
discovery interest in this prodigious region. The advanced stage
Kemess Underground Project has received its Environmental
Assessment approval and concluded an IBA, in addition to which
positive results from a Preliminary Economic Assessment were
announced for Kemess East in 2017. Further, exploration drilling at
the Kemess East Deposit returned intercepts such as 628 m grading
0.53 g/t Au and 0.41% Cu5.
5 Aurico Metals news release
dated November 8, 2016.
-17-
AMARC RESOURCES LTD.
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE NINE MONTHS ENDED DECEMBER 31, 2019
Amarc
considers the JOY Project to represent the northern extension to
the prolific Kemess porphyry gold-copper district. Highly favorable
geology, surface geochemical sampling, along with the drilling of
136 holes all by past operators, resulted in narrowing the
exploration focus to a number of important-scale, gold-copper
deposit targets. One prime target area, the PINE Deposit is the
subject of historical estimates.
The
2017 programs on the JOY property included 50 km² of
geological mapping, collection of 638 surface geochemical samples,
completion of 49 line-km of ground IP and 470 line-km of airborne
geophysical surveys along with drilling of 1,527 m in three core
holes focused on the JOY property. This drilling tested a
coincident IP geophysical and geochemical target on the JOY
property claims. The three exploration holes returned strongly
anomalous results in gold and zinc over significant intervals,
hosted mainly within highly altered quartz monzonite intrusive and
volcanic rocks. These results are comparable to those from two
historical holes drilled by a previous operator some 2 km to the
east on the adjoining PINE property claims. Taken together, these
long intervals of highly altered and anomalous core may represent a
classic rock alteration style typically found flanking porphyry
copper-gold deposits.
As work
progressed in 2017, Amarc recognized the high potential for major
gold-copper deposit discoveries on the PINE property claims.
Notably, over 10 incompletely tested or untested multiple magnetic,
geochemical and IP compelling porphyry gold-copper deposit targets
occur in, and with proximity to, a prominent, 20 km long, northeast
trending structural belt located 1.5 km south of Amarc’s 2017
drilling. Amarc has identified this compelling target trend as the
Finlay Structural Corridor, which also hosts the historical PINE
and TREE porphyry gold-copper deposits (see new corporate
presentation at www.amarcresources.com). As such, the Company
successfully concluded option agreements with GFTEC and Cascadero
to acquire the PINE Property claims.
Extensive
airborne and ground surveys completed in 2018, over more than 10
deposit-scale targets within the newly acquired PINE Property
claims, included 1,356 line-km of airborne magnetic and 63 line-km
of ground IP geophysics surveys, collection of 2,676 soil
geochemical samples, 98 km2 of detailed
geological mapping and the drilling of two core holes totalling 946
m. These exploration surveys have significantly advanced the
project, identifying five clusters of drill-ready targets, covering
areas from 1.5 km2 to more than 5
km2. These
targets are defined by a combination of positive factors that
include: IP chargeability highs indicating large sulphide
mineralized systems; areas of notable gold and copper enrichment
identified by shallow (generally less than 150 m) historical drill
holes; coincident, high-contrast copper, gold, silver, ±
molybdenum and zinc soil geochemical anomalies; and favorable
geology and magnetic signatures. Each of these five targets has the
potential to host a significant porphyry gold-copper deposit.
Multiple drill holes are required for the initial testing of each
target area.
-18-
AMARC RESOURCES LTD.
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE NINE MONTHS ENDED DECEMBER 31, 2019
One
other potential target at JOY was partially tested at the end of
the 2018 season by two, widely spaced drill holes. The first hole
encountered classic porphyry-style alteration and sulphide
mineralized rock units with geochemically anomalous gold
concentrations throughout its 563 m length. This finding is
compatible with the edge of a productive mineralized system.
Further drilling is warranted, targeting the potential potassic
core of this specific mineralized system. The second exploration
hole returned no significant results.
JOY Project Agreements
The
mineral claims comprising the Staked Claims were staked and are
owned 100% by Amarc. The property acquisition agreements relating
to the JOY Project, and also the JOY and PINE Property claims are
outlined below.
JOY Property Agreement
In
November, 2016, the Company entered into a purchase agreement with
a private company owned by a director to purchase 100% of the JOY
Property claims (15 mineral claims) at the vendor’s direct
acquisition costs of $335,299, which included required claim
assessment work filings.
The JOY
Property is subject to an underlying NSR royalty to a former owner
from production which is capped at $3.5 million.
JOY Project Agreement with Hudbay
On
August 22, 2017 Amarc announced it had entered into a Mineral
Property Farm-In Agreement (the “Agreement”) with
Hudbay, pursuant to which Hudbay may acquire, through a staged
investment process, up to a 60% ownership in the JOY
Project.
Under
the terms of the Agreement Hudbay can earn an initial 49% interest
in the JOY Project under a Stage 1 Farm-in Right by funding $15
million of expenditures before December 31, 2020, of which $1.9
million was committed for 2017 and $2 million is committed for
2018.
When
its Stage 1 Farm-in Right is exercised, Hudbay can, pursuant to a
Stage 2 Farm-in Right, earn an additional 1% ownership interest in
the JOY Project (for a total 50% ownership interest) by funding $5
million of expenditures (for a total of $20 million) also before
December 31, 2020.
Stage 1
and Stage 2 Farm-in expenditures can be accelerated by Hudbay at
its discretion. Amarc will be the operator during the Stage 1 and
Stage 2 periods. A Joint Venture (“JV”) will be formed
when Hudbay has acquired a 49% interest in the JOY
Project.
Provided
that Hudbay has exercised the Stage 2 Farm-in Right and acquired a
50% interest, it can then elect to go forward via one of two
paths.
-19-
AMARC RESOURCES LTD.
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE NINE MONTHS ENDED DECEMBER 31, 2019
First,
Hudbay can replace Amarc as operator of the JV after it funds all
project expenditures and completes a Feasibility Study for the JOY
Project by December 31, 2025. Having gained operatorship, Hudbay
can then choose to either go forward with Amarc in a 50/50
participating JV or Hudbay can instead elect to continue with its
Farm-in (the “Stage 3 Farm-in Right”) to acquire an
additional 10% interest in the JOY Project (for a total 60%
ownership interest). To exercise its Stage 3 Farm-in Right, Hudbay
must fund all expenditures required to submit a British Columbia
environmental assessment (“EA”) application for the JOY
Project and, if applicable, a Canadian EA application, with the
application(s) being accepted for review by December 31, 2026. In
addition, Hudbay must also continue to fund all approved project
expenditures until all necessary EA Certificates are received.
Following receipt of the EA Certificate(s), all approved JOY
Project expenditures going forward will be shared by Hudbay and
Amarc on a pro rata basis (Hudbay 60%/Amarc 40%) under the
JV.
As a
second alternative path, after exercising its Stage 2 Farm-in Right
Hudbay can elect to proceed directly to the Stage 3 Farm-in Right,
so immediately becoming the operator, and acquire a further 10%
interest (for a total 60% ownership interest) by, like above,
submitting a British Columbia EA application and, if applicable, a
Canadian EA application by December 31, 2026. Again, in this
instance, Hudbay must also fund all project expenditures until
receipt of the necessary EA Certificate(s). Following receipt of
project approvals from government, all approved JOY Project
expenditures going forward will be shared by Hudbay and Amarc on a
pro rata basis (Hudbay 60%/Amarc 40%) under the JV.
Hudbay
has a one-time right to defer either of its 2019 or 2020
expenditures in the Stage 1 or Stage 2 Farm-in periods, for a
one-year period, subject to certain conditions. If this deferral
occurs, Amarc will have a “co-expenditure right”,
whereby it can incur and fund approved additional expenditures on
the JOY Project up to the amount of the deferred expenditures.
Hudbay may elect to reimburse Amarc for these additional
expenditures, thereby retaining its interest in the Project. Under
either alternative path, if Hudbay does not submit the EA
application(s) by December 31, 2026, then Amarc will become
operator again.
In
January, 2018 the Company amended the Agreement with Hudbay to
extend the Stage 1 Farm-in Right period by one year to December 31,
2021. The partners have also agreed to include Amarc’s
recently acquired PINE Property claims and the Staked Claims into
the JOY Project.
On
January 19, 2019 Amarc announced that Hudbay had relinquished its
option to earn up to a 60% interest in the JOY Project. Hudbay had
not earned a participating interest in the JOY Project and did not
retain any royalty.
PINE Property Agreements
In
August, 2017 Amarc announced that it had concluded option
agreements with each of GFTEC and Cascadero which enable Amarc to
purchase 100% of the 323 km2 PINE Property claims
(the “Property”).
Agreement with Gold Fields
Amarc’s
wholly-owned subsidiary (“Amarc Subco”) has entered
into an option agreement with GFTEC (the "GFTEC Agreement")
pursuant to which Amarc Subco obtained the option (the
“Option”) to acquire all of GFTEC’s 51% interest
in the Property.
-20-
AMARC RESOURCES LTD.
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE NINE MONTHS ENDED DECEMBER 31, 2019
Amarc
Subco can exercise the Option at any time within four years from
the date of the GFTEC Agreement (the “Option Period”)
by completing the public listing of Amarc Subco on the TSX Venture
Exchange and issuing to GFTEC securities in the capital of that
Company so that GFTEC holds 15% of the shares and 15% of any
warrants on issue (on a fully diluted basis) following completion
of the listing. GFTEC has the right to maintain its 15% pro rata
interest through participation in future fundraisings and other
share issuances.
To
maintain the right to exercise the Option at any time over and up
to the four-year Option Period, Amarc must conduct in stages, up to
a total of $2.75 million of exploration expenditures (completed) on
the Project. But no expenditures are required after the Option to
acquire GFTEC’s 51% interest is exercised.
In
December, 2019 the Company amended the GFTEC Agreement to purchase
GFTEC’s 51% interest in the PINE property (see Amarc news
release December 9, 2019). Under the terms of the amendment Amarc
will purchase outright GFTEC’s 51% interest in the 323
km2
Property by issuing to GFTEC 5,000,000 common shares of the Company
(completed). The issuance of a further 2,000,000 common shares of
the Company to GFTEC is only contingent on certain expenditures
levels being attained in the future, however, there is no
obligation to complete any additional work. As such Amarc now holds
a 100% interest in the PINE mineral claims, having completed the
purchase of Cascadero Copper Corporation’s 49% interest in
the Property last year (see Amarc MD&A December 31,
2018).
GFTEC
will retain a 2.5% net profits interest (“NPI”) royalty
on mineral claims comprising about 96% of the Property which are
subject to a net smelter return royalty payable to a former owner
(“Underlying NSR”) and a 1% NSR royalty on the balance
of the claims that are not subject to the Underlying NSR royalty.
The NPI royalty can be reduced to 1.25% at any time through the
payment to GFTEC of $2.5 million in cash or shares. The NSR royalty
can be reduced to 0.50% through the payment to GFTEC of $2.5
million in cash or shares.
Agreement with Cascadero
Amarc
has also entered into an option agreement (the “Cascadero
Agreement”) with Cascadero pursuant to which Amarc was
granted an option (the “Cascadero Option”) to acquire
all of Cascadero’s 49% interest in the Property. In order to
exercise the Cascadero Option, Amarc is required to make staged
cash payments to Cascadero in the aggregate amount of $1 million
before October 31, 2018, and issue on a staged basis common shares
in its capital to Cascadero having an aggregate value equal to
$950,000 at a minimum per share value of 18 cents before October
31, 2018. In lieu of issuing any common shares, Amarc may elect to
pay to Cascadero the value of the shares in cash.
On
October 31, 2018 Amarc acquired a 100% interest in
Cascadero’s 49% interest in the PINE Property by completing
total cash payments of $1,000,000 and issuing 5,277,778 common
shares.
The
PINE property is subject to a 3% Underlying NSR royalty payable to
a former owner. Amarc has reached an agreement with the former
owner to cap the 3% NSR royalty at $5 million payable from
production for consideration totaling $100,000 (completed) and
300,000 Amarc shares (completed), payable in stages through to
January 31, 2019 (the “Capped Royalty
Agreement”).
-21-
AMARC RESOURCES LTD.
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE NINE MONTHS ENDED DECEMBER 31, 2019
The
GFTEC Agreement, Cascadero Agreement and Capped Royalty Agreement
were subject to TSX Venture Exchange approval which has been
received.
In
November 2019, the Company entered into a purchase agreement with
two prospectors to acquire 100% of a single mineral claim, located
internal to the JOY tenure, for a direct acquisition cost of
$5,000. The claim is subject to a 1% NSR royalty which is capped at
$500,000 payable from commercial production.
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
gold-silver project in late 2009 and subsequently conducted
exploration and delineation drilling at the deposit until June
2012.
An
initial mineral resource estimate announced in September 2012,
based on 24,513 m of core drilling in 78 holes completed up to June
30, 2012, confirms that Newton is a significant bulk tonnage gold
discovery that remains open to further expansion. At a 0.25 g/t
gold cut-off, Inferred Mineral Resources comprise 111.5 million
tonnes grading 0.44 g/t gold and 2.1 g/t silver, containing 1.6
million ounces of gold and 7.7 million ounces of
silver.
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.
-22-
AMARC RESOURCES LTD.
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE NINE MONTHS ENDED DECEMBER 31, 2019
The
Newton Inferred Mineral Resources was 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.
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 seven square kilometre sulphide system that
is characterized by widespread gold enrichment indicating good
potential for the development of substantial additional resources.
This large, fertile mineral system extends well beyond the limits
of the current resource and is largely concealed under shallow
cover.
Newton
exhibits key characteristics that typify significant hydrothermal
gold deposits. The deposit lies within a large, gold-enriched
epithermal system that formed approximately 72 million years ago
contemporaneously with felsic volcanic and intrusive rocks, which
were emplaced into a structurally-active graben environment. Gold,
silver and associated base metal mineralization was precipitated
with extensive zones of strong quartz-sericite alteration. The
alteration types, metal associations and geological setting at
Newton are nearly identical to those which characterize several
major intrusion-related epithermal gold deposits in BC –
including the important Blackwater-Davidson, 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.
-23-
AMARC RESOURCES LTD.
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE NINE MONTHS ENDED DECEMBER 31, 2019
Amarc
has undertaken significant consultation with local First Nations.
All parties worked together in a diligent manner in order to
develop a positive and respectful working relationship with respect
to the Newton property
Newton Property Agreement
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 $25,000 per annum commenced on
January 1, 2011.
Market Trends
Average
annual prices for copper, molybdenum, gold and silver during last 5
years are shown in the following table:
|
|
Average metal price
(US$)
|
|||
|
Calendar
year
|
Copper
|
Molybdenum
|
Gold
|
Silver
|
|
2014
|
3.11/lb
|
11.59/lb
|
1,264/oz
|
19.09/oz
|
|
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
(to the date of this document)
|
2.68/lb
|
10.22/lb
|
1.574/oz
|
17.96/oz
|
-24-
AMARC RESOURCES LTD.
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE NINE MONTHS ENDED DECEMBER 31, 2019
1.3
SELECTED ANNUAL INFORMATION
Not
required for the interim MD&A.
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)
|
Dec
31,
2019
|
Sep
30,
2019
|
Jun
30,
2019
|
Mar
31,
2019
|
Dec
31,
2018
|
Sep
30,
2018
|
Jun
30,
2018
|
Mar
31,
2018
|
|
Net (income)
loss
|
$581
|
$(479)
|
$553
|
$197
|
$909
|
$104
|
$739
|
$283
|
|
Basic and diluted
(income) loss per share
|
$0.00
|
$(0.00)
|
$0.00
|
$0.00
|
$0.01
|
$0.00
|
$0.00
|
$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 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
During
the three and nine months ended December 31, 2019, the Company
recorded a net loss of $581,000 and $655,000, respectively,
compared to a net loss of $909,000 and $1,752,000 for the
comparative periods.
The
following table provides changes in expenditures and cost
recoveries in the current year presented compared to the prior
year:
|
Expenditures/recoveries
|
Three months
ended
December 31,
2019
|
Nine months
ended
December 31,
2018
|
|
(Decrease) in
exploration and evaluation expenditures
|
$(1,194,000)
|
$(4,178,000)
|
|
Increase (Decrease)
in administrative expenditures
|
5,000
|
(65,000)
|
|
Increase in
equity-settled share-based compensation
|
28,000
|
28,000
|
|
(Decrease) in cost
recoveries
|
(842,000)
|
(2,228,000)
|
-25-
AMARC RESOURCES LTD.
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE NINE MONTHS ENDED DECEMBER 31, 2019
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.
A
breakdown of the Company’s exploration and evaluation
expenses by project for the nine months ended December 31, 2019 and
2018 is as follows:
|
Nine months
ended December 31, 2019
|
IKE
|
JOY
|
DUKE
|
Other
|
Total
|
|
Assays and
analysis
|
$73,664
|
$14,563
|
$2,123
|
$136
|
$90,486
|
|
Drilling
|
–
|
–
|
–
|
–
|
–
|
|
Equipment
rental
|
–
|
4,350
|
–
|
–
|
4,350
|
|
Geological,
including geophysical
|
113,536
|
168,979
|
150,307
|
77,850
|
510,672
|
|
Helicopter and
fuel
|
–
|
25,064
|
–
|
–
|
25,064
|
|
Property
acquisition and assessment costs
|
50,198
|
17,872
|
24,700
|
25,000
|
117,770
|
|
Site
activities
|
31,221
|
83,320
|
14,978
|
17,249
|
146,768
|
|
Socioeconomic
|
2,661
|
73,919
|
31,937
|
900
|
109,417
|
|
Travel and
accommodation
|
1,100
|
6,827
|
5,313
|
1,880
|
15,120
|
|
Total
|
$272,380
|
$394,894
|
$229,358
|
$123,015
|
$1,019,647
|
|
Nine months
ended December 31, 2018
|
IKE
|
JOY
|
DUKE
|
Other
|
Total
|
|
Assays and
analysis
|
$107,368
|
$162,394
|
$65,472
|
$5,852
|
$341,086
|
|
Drilling
|
392,582
|
140,218
|
267,153
|
–
|
799,953
|
|
Equipment
rental
|
29,356
|
65,690
|
8,379
|
–
|
103,425
|
|
Geological,
including geophysical
|
189,827
|
812,332
|
110,769
|
38,201
|
1,151,129
|
|
Helicopter and
fuel
|
425,196
|
503,610
|
–
|
5,920
|
934,726
|
|
Property
acquisition and assessment costs
|
50,198
|
600,000
|
–
|
43,696
|
693,894
|
|
Site
activities
|
257,529
|
540,408
|
125,181
|
19,143
|
942,261
|
|
Socioeconomic
|
22,513
|
103,038
|
16,619
|
–
|
142,170
|
|
Travel and
accommodation
|
24,088
|
50,362
|
6,699
|
7,604
|
88,753
|
|
Total
|
$1,498,657
|
$2,978,052
|
$600,272
|
$120,416
|
$5,197,397
|
-26-
AMARC RESOURCES LTD.
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE NINE MONTHS ENDED DECEMBER 31, 2019
A
breakdown by project of the Company’s exploration and
evaluation expenses for the three months ended December 31, 2019
and 2018 is as follows:
|
Three months
ended December 31, 2019
|
IKE
|
JOY
|
DUKE
|
Other
|
Total
|
|
Assays and
analysis
|
$32,036
|
$5,712
|
$1,069
|
$–
|
$38,817
|
|
Drilling
|
–
|
–
|
–
|
–
|
–
|
|
Equipment
rental
|
–
|
–
|
–
|
–
|
–
|
|
Geological,
including geophysical
|
74,978
|
10,901
|
34,980
|
16,706
|
137,565
|
|
Helicopter and
fuel
|
–
|
–
|
–
|
–
|
–
|
|
Property
acquisition and assessment costs
|
50,000
|
17,522
|
2,418
|
25,000
|
94,940
|
|
Site
activities
|
19,438
|
5,795
|
5,270
|
5,716
|
34,219
|
|
Socioeconomic
|
495
|
8,017
|
10,141
|
–
|
18,653
|
|
Travel and
accommodation
|
–
|
–
|
3,410
|
42
|
3,452
|
|
Total
|
$176,947
|
$47,947
|
$57,288
|
$47,464
|
$329,646
|
|
Three months
ended December 31, 2018
|
IKE
|
JOY
|
DUKE
|
Other
|
Total
|
|
Assays and
analysis
|
$35,004
|
$37,480
|
$9,656
|
$10,752
|
$92,892
|
|
Drilling
|
–
|
108,395
|
416
|
–
|
108,811
|
|
Equipment
rental
|
–
|
29,902
|
–
|
–
|
29,902
|
|
Geological,
including geophysical
|
50,958
|
176,019
|
27,406
|
28,781
|
283,164
|
|
Helicopter and
fuel
|
–
|
126,417
|
–
|
5,920
|
132,337
|
|
Property
acquisition and assessment costs
|
50,000
|
600,000
|
–
|
43,696
|
693,696
|
|
Site
activities
|
13,265
|
106,328
|
–
|
832
|
120,425
|
|
Socioeconomic
|
11,262
|
28,131
|
6,591
|
–
|
45,984
|
|
Travel and
accommodation
|
2,623
|
12,358
|
1,595
|
135
|
16,711
|
|
Total
|
$163,112
|
$1,225,030
|
$45,664
|
$90,116
|
$1,523,922
|
During
the prior year, the Company’s IKE Project and JOY Project
exploration and evaluation activities were primarily funded by
Hudbay. In January 2019, the Company announced that Hudbay had
relinquished its options to earn an interest in the IKE Project and
JOY Project.
During
the three and nine months ended December 31, 2019, the Company
recorded a increase in general and administration expenses of
$5,000 and a decrease in general and administration expenses of
$65,000, respectively. The change in general and administration
expenses is commensurate with the decrease in the Company’s
operating and financing activities as discussed herein. The
Financial Statements provides a breakdown of the Company’s
general and administration expenses.
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.
-27-
AMARC RESOURCES LTD.
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE NINE MONTHS ENDED DECEMBER 31, 2019
At
December 31, 2019, the Company had a cash balance of $241,000 and a
working capital deficit of approximately $366,000.
During
the nine months ended December 31, 2019, the Company entered into a
loan extension and amendment agreement with a director and
significant shareholder of the Company, 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.
During
the nine months ended December 31, 2019, the Company also entered
into certain bridge loan agreements with a director of the Company
and a private company wholly-owned by a director of the Company,
pursuant to which the lenders advanced to the Company a net
principal sum of $300,000. The bridge loans have a maturity of 6
months, are unsecured and bear interest at a rate of 10% per
annum.
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
joint venture 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.
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.
-28-
AMARC RESOURCES LTD.
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE NINE MONTHS ENDED DECEMBER 31, 2019
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 services under contracts 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 Chief Executive Officer,
President and Director, Chief Financial Officer, 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 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, directors and officers insurance,
travel, conferences, and communication services. 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 private company
wholly-owned by one of the directors of the Company. UMS is engaged
in the acquisition and exploration of mineral property interests.
UMS incurs 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.
-29-
AMARC RESOURCES LTD.
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE NINE MONTHS ENDED DECEMBER 31, 2019
1.10
FOURTH QUARTER
Not
required for the interim MD&A.
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 related parties, 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.
|
-30-
AMARC RESOURCES LTD.
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE NINE MONTHS ENDED DECEMBER 31, 2019
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
|
170,602,894
|
|
Share purchase
options
|
2,000,000
|
|
Share purchase
warrants
|
16,000,000
|
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.
-31-
AMARC RESOURCES LTD.
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE NINE MONTHS ENDED DECEMBER 31, 2019
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.
-32-
AMARC RESOURCES LTD.
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE NINE MONTHS ENDED DECEMBER 31, 2019
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;
●
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.
-33-
AMARC RESOURCES LTD.
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE NINE MONTHS ENDED DECEMBER 31, 2019
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.
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.
-34-
AMARC RESOURCES LTD.
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE NINE MONTHS ENDED DECEMBER 31, 2019
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.
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.
-35-
AMARC RESOURCES LTD.
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE NINE MONTHS ENDED DECEMBER 31, 2019
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.
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.
-36-
Exhibit 99.3
Form 52-109FV2
Certification of interim filings - venture issuer basic
certificate
I,
Diane S.
Nicolson, Chief Executive 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
December 31,
2019.
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:
February 26, 2020
/s/ D.
Nicolson
_______________________
Diane S. Nicolson
Chief Executive 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.
|
Exhibit 99.4
Form 52-109FV2
Certification of interim filings - venture issuer basic
certificate
I,
Michael Lee,
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
December 31,
2019.
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:
February 26, 2020
/s/
M. Lee
_______________________
Michael Lee
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.
|