6-K
AMARC RESOURCES LTD (AXREF)
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 July 17, 2024
Commission File Number:
000-49869
| AMARC RESOURCES LTD. |
|---|
| (Translation of registrant's name into English) |
14th 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.
☒ 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
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.<br><br>(Registrant) | ||
|---|---|---|
| Date: July 17, 2024 | By: | /s/ Thomas Wilson |
| Thomas Wilson | ||
| Chief Financial Officer | ||
| 3 | ||
| --- |
ahr_ex991.htm EXHIBIT 99.1
AMARC RESOURCES LTD.
FINANCIAL STATEMENTS
FOR THE YEARS ENDED
MARCH 31, 2024, 2023, and 2022
(Expressed in Canadian Dollars)
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and the Shareholders of Amarc Resources Ltd.,
Opinion on the Financial Statements
We have audited the accompanying statements of financial position of Amarc Resources Ltd. (‘the Company’), as of March 31, 2024 and 203, and the related statements of (income) loss, comprehensive income (loss), changes in equity and cash flows for each of the years in the three year period ended March 31, 2024, and the related notes (collectively referred to as the ‘financial statements’). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as at March 31, 2024 and 2023 and its financial performance and its cash flows for each of the years in the three year period ended March 31, 2024, in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. Without modifying our opinion, we draw attention to Note 1 in the financial statements which indicates that the Company has no current source of revenue, has incurred losses from inception and is dependent upon its ability to secure new sources of financing. These conditions, along with other matters as set forth in Note 1, indicate the existence of a material uncertainty that casts significant doubt as to the Company's ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. This issue also constitutes, from our perspective, a critical audit matter.
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (i) relates to accounts or disclosures that are material to the financial statements; and (ii) involved, on our part, especially challenging, subjective, or complex judgements. The communication of a critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating this critical audit matter, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
The principal considerations for our determination that the going concern uncertainty was a critical audit matter were: (i) that the formal reporting of such uncertainty involves a significant disclosure, the absence of which could constitute a material misstatement to a financial statement reader and, (ii) that, at the same time, it involves on our part the use of a high level of subjective judgement as we are required to consider the possible impact of future events that cannot currently be known and which in all likelihood will not be directly linked to any particular current or future financial results and reporting, or the lack thereof.
Addressing this matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements. These procedures also included, among others, (i) obtaining and evaluating management’s assessment of the Company’s ability to remain a going concern; (ii) determining based on all other evidence available to us whether management’s assessment appeared to be fair and reasonable in the circumstances and, (iii) considering whether the resultant disclosure of these matters herein was consistent with the foregoing, in the context of the Company’s overall business activities, objectives and financial history.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (‘PCAOB’) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance whether the financial statements are free of material misstatement, whether due to fraud or error. The Company is not required to have, nor were we engaged to perform, an audit of internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
A critical audit matter was communicated above under ‘Going Concern’.
CHARTERED PROFESSIONAL ACCOUNTANTS
We have served as the Company’s auditor since 1995.
Vancouver, Canada
July 16, 2024
| Amarc Resources Ltd. | ||||||
|---|---|---|---|---|---|---|
| Statements of Financial Position | ||||||
| (Expressed in Canadian Dollars) | ||||||
| March 31, | March 31, | |||||
| 2024 | 2023 | |||||
| Note | () | () | ||||
| ASSETS | ||||||
| Current assets | ||||||
| Cash | 3 | |||||
| Amounts receivable and other assets | 6 | |||||
| Marketable securities | 4 | |||||
| Non-current assets | ||||||
| Restricted cash | 5 | |||||
| Right-of-use asset | 14 | |||||
| Total assets | ||||||
| LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||
| Current liabilities | ||||||
| Accounts payable and accrued liabilities | 8 | |||||
| Advanced contributions received | 7(b,c) | |||||
| Balances due to related parties | 12 | |||||
| Flow through liability | 10 | |||||
| Lease liability | 14 | |||||
| Non-current liabilities | ||||||
| Director's loan | 9 | |||||
| Lease liability | 14 | |||||
| Total liabilities | ||||||
| Shareholders' equity (deficiency) | ||||||
| Share capital | 11 | |||||
| Reserves | 11 | |||||
| Accumulated deficit | ) | ) | ||||
| ) | ||||||
| Total liabilities and shareholders' equity |
All values are in US Dollars.
| Nature of operations and going concern (note 1) | ||||||||
|---|---|---|---|---|---|---|---|---|
| The accompanying notes are an integral part of these financial statements. | ||||||||
| /s/ Robert A. Dickinson | /s/ Scott D. Cousens | |||||||
| Robert A. Dickinson | Scott D. Cousens | |||||||
| Director | Director | |||||||
| 4 | Page | |||||||
| --- | ||||||||
| Amarc Resources Ltd. | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Statements of Loss | ||||||||
| (Expressed in Canadian Dollars, except for weighted average number of common shares) | ||||||||
| Years ended March 31, | ||||||||
| Note | 2024 | 2023 | 2022 | |||||
| () | () | () | ||||||
| Expenses | ||||||||
| Exploration and evaluation | 7 | |||||||
| Assays and analysis | ||||||||
| Drilling | ||||||||
| Environmental | ||||||||
| Equipment rental | ||||||||
| Freight | ||||||||
| Geological, including geophysical | ||||||||
| Graphics | ||||||||
| Helicopter and fuel | ||||||||
| Property acquisition and assessments costs | ||||||||
| Site activities | ||||||||
| Socioeconomic | ||||||||
| Technical data | ||||||||
| Travel and accommodation | ||||||||
| Administration | ||||||||
| Legal, accounting and audit | ||||||||
| Office and administration | 13(b) | |||||||
| Rent | ||||||||
| Shareholder communication | ||||||||
| Travel and accommodation | ||||||||
| Trust and regulatory | ||||||||
| Equity-settled share-based compensation | ||||||||
| Cost recoveries | 7 | ) | ) | ) | ||||
| Other items | ||||||||
| Finance income | ) | ) | ) | |||||
| Interest expense – director's loans | 9 | |||||||
| Other interest and finance charges | ||||||||
| Accretion expense - office lease | ||||||||
| Interest income | ) | |||||||
| Other fee income | 7 | ) | ) | ) | ||||
| Amortization of right-of-use asset | ||||||||
| Transaction cost – director's loans | 9 | |||||||
| Loss on sales of marketable securities | ||||||||
| Foreign exchange loss | ||||||||
| Net loss | ||||||||
| Other comprehensive loss | ||||||||
| Items that will not be reclassified subsequently to loss: | ||||||||
| Change in value of marketable securities | ||||||||
| Total other comprehensive loss | ||||||||
| Basic and diluted loss per share | ||||||||
| Weighted average number of common | ||||||||
| shares outstanding |
All values are in US Dollars.
The accompanying notes are an integral part of these financial statements.
| 5 | Page | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Amarc Resources Ltd. | |||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||
| Statements of Comprehensive (Loss) | |||||||||||||
| (Expressed in Canadian Dollars) | |||||||||||||
| Years ended March 31, | |||||||||||||
| 2024 | 2023 | 2022 | |||||||||||
| Net (loss) | $ | (43,450 | ) | $ | (32,583 | ) | $ | (363,812 | ) | ||||
| Other comprehensive (loss): | |||||||||||||
| Items that will not be reclassified subsequently to profit and loss: | |||||||||||||
| Revaluation of marketable securities | (97,698 | ) | (167,890 | ) | (715,125 | ) | |||||||
| Total other comprehensive (loss) | (97,698 | ) | (167,890 | ) | (715,125 | ) | |||||||
| Comprehensive (loss) | $ | (141,148 | ) | $ | (200,473 | ) | $ | (1,078,937 | ) | ||||
| The accompanying notes are an integral part of these financial statements. | |||||||||||||
| 6 | Page | ||||||||||||
| --- | |||||||||||||
| Amarc Resources Ltd. | |||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Statements of Changes in (Deficiency) Equity | |||||||||||||
| (Expressed in Canadian Dollars, except for share information) | |||||||||||||
| Share capital | Reserves | ||||||||||||
| Number<br><br>of shares | Amount | Share-based payments reserve | Investment revaluation reserve | Sharewarrants reserve | Deficit | Total | |||||||
| () | () | () | () | () | () | ||||||||
| Balance at March 31, 2021 | 180,602,894 | ) | ) | ||||||||||
| Net loss for the year | – | ) | ) | ||||||||||
| Other comprehensive loss for the year | – | ) | ) | ||||||||||
| Total comprehensive loss | – | ) | ) | ) | |||||||||
| Shares issued through exercise of warrants | 6,000,000 | ) | |||||||||||
| Equity-settled share-based compensation | – | ||||||||||||
| Balance at March 31, 2022 | 186,602,894 | ) | ) | ) | |||||||||
| Balance at March 31, 2022 | 186,602,894 | ) | ) | ) | |||||||||
| Net loss for the year | – | ) | ) | ||||||||||
| Other comprehensive loss for the year | – | ) | ) | ||||||||||
| Total comprehensive loss | – | ) | ) | ) | |||||||||
| Issuance of share purchase warrants | – | ||||||||||||
| Equity-settled share-based compensation | – | ||||||||||||
| Balance at March 31, 2023 | 186,602,894 | ) | ) | ) | |||||||||
| Balance at March 31, 2023 | 186,602,894 | ) | ) | ) | |||||||||
| Net loss for the year | – | ) | ) | ||||||||||
| Other comprehensive loss for the year | – | ) | ) | ||||||||||
| Total comprehensive loss | – | ) | ) | ) | |||||||||
| Issuance of common shares pursuant to property agreement | 100,000 | ||||||||||||
| Issuance of common shares pursuant to a non-flow-through private placement | 9,615,385 | ||||||||||||
| Issuance of common shares pursuant to a flow-through private placement | 15,384,615 | ||||||||||||
| Flow-through share premium liability | – | ) | ) | ||||||||||
| Equity-settled share-based compensation | – | ||||||||||||
| Balance at March 31, 2024 | 211,702,894 | ) | ) | ||||||||||
| The accompanying notes are an integral part of these financial statements. |
All values are in US Dollars.
| 7 | Page | |||||||
|---|---|---|---|---|---|---|---|---|
| Amarc Resources Ltd. | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Statements of Cash Flows | ||||||||
| (Expressed in Canadian Dollars) | ||||||||
| Years ended March 31, | ||||||||
| Note | 2024 | 2023 | 2022 | |||||
| () | () | () | ||||||
| Operating activities | ||||||||
| Net (loss) for the year | ) | ) | ) | |||||
| Adjustments for: | ||||||||
| Amortization of right-of-use asset | 14 | |||||||
| Equity-settled share-based compensation | ||||||||
| Office lease accretion per IFRS 16 | 14 | |||||||
| Office base rent recorded as lease reduction per IFRS 16 | 14 | ) | ) | ) | ||||
| Property acquisition and assessments costs | ||||||||
| Interest expense – director's loans | 9 | |||||||
| Loss on sales of marketable securities | ||||||||
| Transaction cost – director's loans | 9 | |||||||
| Changes in working capital items | ||||||||
| Amounts receivable and other assets | ) | ) | ||||||
| Restricted cash | ) | ) | ||||||
| Accounts payable and accrued liabilities | ) | |||||||
| Advanced contributions received | 7(b,c) | |||||||
| Balances due to related parties | ) | ) | ||||||
| Net cash provided by (used in) operating activities | ) | |||||||
| Investing activities | ||||||||
| Proceeds from disposition of mineral properties | ||||||||
| Net cash provided by investing activities | ||||||||
| Financing activities | ||||||||
| Net proceeds from issuance of common shares pursuant to a private placement | 11(a) | |||||||
| Net proceeds from issuance of common shares pursuant to exercise of share purchase warrants | 11 | |||||||
| Proceeds from director's loan | ||||||||
| Repayment of director's loans | ) | |||||||
| Interest paid on director's loans | 9 | ) | ||||||
| Net cash provided by (used in) financing activities | ) | |||||||
| Net increase in cash | ||||||||
| Cash, beginning balance | ||||||||
| Cash, ending balance |
All values are in US Dollars.
The accompanying notes are an integral part of these financial statements.
| 8 | Page |
|---|---|
| AMARC RESOURCES LTD.<br><br>Notes to the Financial Statements.<br><br>For the years ended March 31, 2024, 2023, and 2022<br><br>(Expressed in Canadian Dollars, unless otherwise stated) | |
| --- |
1. NATURE AND CONTINUANCE OF OPERATIONS
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 14th 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 financial statements as at and for the year ended March 31, 2024 (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 March 31, 2024 , the Company had cash of $9,007,042, working capital of $2,063,217, and an accumulated deficit of $70,027,712.
The Company will need to seek additional financing to meet its exploration and development objectives. The Company has a reasonable expectation that additional funds will be available when necessary to meet ongoing exploration and development costs. However, there can be no assurance that the Company will continue to be able to obtain additional financial resources or will achieve profitability or positive cash flows. If the Company is unable to obtain adequate additional financing, the Company will be required to re-evaluate its planned expenditures until additional funding can be raised through financing activities. These factors indicate the existence of a material uncertainty that casts significant doubt about the Company’s ability to continue as a going concern.
These Financial Statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that may be necessary should the Company be unable to continue as a going concern.
2. MATERIAL ACCOUNTING POLICY INFORMATION
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 International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”) and the International Financial Reporting Interpretations Committee (“IFRIC”), effective for the Company’s reporting year ended March 31, 2024.
The Board of Directors of the Company authorized these Financial Statements for issuance on July 16, 2024.
| 9 | Page |
|---|---|
| AMARC RESOURCES LTD.<br><br>Notes to the Financial Statements.<br><br>For the years ended March 31, 2024, 2023, and 2022<br><br>(Expressed in Canadian Dollars, unless otherwise stated) | |
| --- | |
| (b) | Basis of presentation |
| --- | --- |
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.
Certain comparative amounts have been reclassified to conform to the presentation adopted in the current period.
| (c) | Significant accounting estimates and judgements |
|---|
The preparation of the Financial Statements in conformity with IFRS requires management to make judgements, estimates, and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. Actual results may differ from these estimates.
The impacts of such estimates are pervasive throughout the Financial Statements, and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and future periods if the revision affects both current and future periods. These estimates are based on historical experience, current and future economic conditions and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Specific areas where significant estimates or judgments exist are:
| · | assessment of the Company’s ability to continue as a going concern; |
|---|---|
| · | the determination of categories of financial assets and financial liabilities; and |
| · | the carrying value and recoverability of the Company’s marketable securities. |
| (d) | Operating segments |
| --- | --- |
The functional and presentational currency of the Company is the Canadian Dollar (“CAD”).
Transactions in currencies other than the functional currency of the Company are recorded at the rates of exchange prevailing on the dates of transactions. At each financial position reporting date, monetary assets and liabilities that are denominated in foreign currencies are translated at the rates of exchange prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not re-translated. Gains and losses arising on translation are included in profit or loss for the year.
| 10 | Page |
|---|---|
| AMARC RESOURCES LTD.<br><br>Notes to the Financial Statements.<br><br>For the years ended March 31, 2024, 2023, and 2022<br><br>(Expressed in Canadian Dollars, unless otherwise stated) | |
| --- | |
| (e) | Financial instruments |
| --- | --- |
A financial asset (unless it is a trade receivable without a significant financing component that is initially measured at the transaction price) is initially measured at fair value plus, for an item not measured at fair value through profit or loss (“FVTPL”), transaction costs that are directly attributable to its acquisition. The directly attributable transaction costs of a financial asset classified at FVTPL are expensed in the period in which they are incurred.
Financial assets measured at amortized cost
A financial asset is measured at amortized cost if it meets both the following conditions and is not designated as at FVTPL:
| · | it is held within a business model whose objective is to hold assets to collect contractual cash flows; and, |
|---|---|
| · | its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. |
These financial assets are subsequently measured at amortized cost using the effective interest method. The amortized cost is reduced by impairment losses. Interest income, foreign exchange gains and losses, and impairment losses are recognized in profit or loss. Any gain or loss on the derecognition of the financial asset is recognized in profit or loss.
Financial assets measured at fair value through other comprehensive income
A debt investment is measured at fair value through other comprehensive income (“FVTOCI”) if it meets both the following conditions and is not designated as at FVTPL:
| · | it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and, |
|---|---|
| · | its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. |
On the initial recognition of an equity instrument that is not held for trading, the Company may irrevocably elect to present subsequent changes in the investment’s fair value in other comprehensive income (“OCI”). This election is made on an investment-by-investment basis.
Debt investments measured at FVTOCI are subsequently measured at fair value. Interest income calculated using the effective interest method, foreign exchange gains and losses, and impairment are recognized in profit or loss. Other net gains and losses are measured in OCI. On de-recognition, gains and losses accumulated in OCI are reclassified to profit or loss.
| 11 | Page |
|---|---|
| AMARC RESOURCES LTD.<br><br>Notes to the Financial Statements.<br><br>For the years ended March 31, 2024, 2023, and 2022<br><br>(Expressed in Canadian Dollars, unless otherwise stated) | |
| --- |
Financial assets measured at fair value through profit or loss
All financial assets not classified as measured at amortized cost or measured at FVTOCI, as described above, are measured at FVTPL; this includes all derivative financial assets. On initial recognition, the Company may irrevocably designate a financial asset that otherwise meets the requirements to be measured at amortized cost or measured at FVTOCI as FVTPL if doing so eliminates, or significantly reduces, an accounting mismatch that would otherwise arise.
These financial assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognized in profit or loss.
| Financial liabilities | Classification |
|---|---|
| Accounts payable and accrued liabilities | Amortized cost |
| Balance due to related parties | Amortized cost |
| Financial assets | Classification |
| Cash | Amortized cost |
| Marketable securities | FVTOCI |
| Restricted cash | Amortized cost |
| Amounts receivable and other assets | Amortized cost |
| (f) | Exploration and evaluation expenditures |
| --- | --- |
Exploration and evaluation costs are costs incurred to discover mineral resources, and to assess the technical feasibility and commercial viability of the mineral resources found.
Exploration and evaluation expenditures include:
| · | costs associated with the acquisition of licenses; |
|---|---|
| · | costs associated with the acquisition of exploration and evaluation assets, including mineral properties; and, |
| · | costs associated with exploration and evaluation activities. |
Exploration and evaluation costs are generally expensed as incurred until the technical feasibility and commercial viability of extracting a mineral resource has been determined and a positive decision to proceed to development has been made. However, if management concludes that future economic benefits are more likely than not to be realized, the costs of property, plant and equipment for use in the exploration and evaluation of mineral resources are capitalized.
Costs incurred before the Company has obtained the legal rights to explore an area are expensed. Costs incurred after the technical feasibility and commercial viability of extracting a mineral resource has been determined and a positive decision to proceed to development has been made are considered development costs and are capitalized.
Costs applicable to established mineral property interests where no further work is planned by the Company may, for presentation purposes only, be carried at nominal amounts.
| 12 | Page |
|---|---|
| AMARC RESOURCES LTD.<br><br>Notes to the Financial Statements.<br><br>For the years ended March 31, 2024, 2023, and 2022<br><br>(Expressed in Canadian Dollars, unless otherwise stated) | |
| --- | |
| (g) | Equipment |
| --- | --- |
Equipment is carried at cost, less accumulated depreciation and accumulated impairment losses.
The cost of equipment consists of the purchase price, any costs directly attributable to bringing the asset to the location and the condition necessary for its intended use, and an initial estimate of the costs of dismantling and removing the asset and restoring the site on which it is located.
Depreciation is provided at rates calculated to expense the cost of the equipment, less its estimated residual value, using the declining balance method at various rates ranging from 20% to 30% per annum.
An item of equipment is derecognized upon disposal or when no material future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on disposal of the asset, determined as the difference between the net disposal proceeds and the carrying amount of the asset, is recognized in profit or loss.
Where an item of equipment consists of major components with different useful lives, the components are accounted for as separate items of equipment. Expenditures incurred to replace a component of an item of equipment that is accounted for separately, including major inspection and overhaul expenditures, are capitalized.
As at March 31, 2024, all equipment had been fully depreciated. The Company did not purchase any equipment during the year ended March 31, 2024.
| (h) | Share capital |
|---|
Common shares of the Company are classified as equity. Transaction costs directly attributable to the issuance of common shares and share purchase options are recognized as a deduction from equity, net of any tax effects.
When the Company issues common shares for consideration other than cash, the transaction is measured at fair value based on the quoted market price of the Company’s common shares on the date of issuance.
| (i) | Loss per share |
|---|
Loss per share is computed by dividing the losses attributable to common shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted loss per share is determined by adjusting the losses attributable to common shareholders and the weighted average number of common shares outstanding for the effects of all dilutive potential common shares, such as options granted to employees. The dilutive effect of options assumes that the proceeds to be received on the exercise of share purchase options are applied to repurchase common shares at the average market price for the reporting period. Share purchase options are included in the calculation of dilutive earnings per share only to the extent that the market price of the common shares exceeds the exercise price of the share purchase options. The effect of anti-dilutive factors is not considered when computed diluted loss per share.
| 13 | Page |
|---|---|
| AMARC RESOURCES LTD.<br><br>Notes to the Financial Statements.<br><br>For the years ended March 31, 2024, 2023, and 2022<br><br>(Expressed in Canadian Dollars, unless otherwise stated) | |
| --- | |
| (j) | Equity-settled share-based payments |
| --- | --- |
The share purchase option plan allows employees and consultants of the Company to acquire shares of the Company. The fair value of share purchase options granted is recognized as an employee or consultant expense with a corresponding increase in the share-based payments reserve in equity. An individual is classified as an employee when the individual is an employee for legal and tax purposes (direct employee) or provides services similar to those performed by a direct employee.
For employees, fair value is measured at the grant date and each tranche is recognized on a straight-line basis over the period during which the share purchase options vest. The fair value of the share purchase options granted is measured using the Black-Scholes option pricing model taking into account the terms and conditions upon which the share purchase options were granted. At the end of each financial reporting period, the amount recognized as an expense is adjusted to reflect the actual number of share purchase options that are expected to vest.
Share-based payment transactions with non-employees are measured at the fair value of the goods and services received. However, if the fair value cannot be estimated reliably, the share-based payment transaction is measured at the fair value of the equity instrument granted at the date the entity obtains the goods or the counterparty renders the service.
| (k) | Income taxes |
|---|
Income tax on the profit or loss for the years presented comprises of current and deferred tax. Income tax is recognized in profit or loss except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity.
Current tax expense is the expected tax payable on taxable income for the year, using tax rates enacted or substantively enacted at year end, adjusted for amendments to tax payable with regards to previous years.
Deferred tax is provided using the balance sheet liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.
The following temporary differences are not provided for:
| · | goodwill not deductible for tax purposes; |
|---|---|
| · | the initial recognition of assets or liabilities that affect neither accounting nor taxable profit; and |
| · | differences relating to investments in subsidiaries, associates, and joint ventures to the extent that they will probably not reverse in the foreseeable future. |
The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the financial position reporting date applicable to the period of expected realization or settlement.
A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized.
| 14 | Page |
|---|---|
| AMARC RESOURCES LTD.<br><br>Notes to the Financial Statements.<br><br>For the years ended March 31, 2024, 2023, and 2022<br><br>(Expressed in Canadian Dollars, unless otherwise stated) | |
| --- |
Additional income taxes that arise from the distribution of dividends are recognized at the same time as the liability to pay the related dividend.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities, when they relate to income taxes levied by the same taxation authority, and the Company intends to settle its current tax assets and liabilities on a net basis.
Flow-through shares
The Company will, from time-to-time, issue flow-through common shares to finance a portion of its exploration programs. Pursuant to the terms of the flow-through share agreements, these shares transfer the tax deductibility of qualifying resource expenditures to investors. On issuance, the Company bifurcates the flow-through share into i) a flow-through share premium, equal to the estimated premium, if any, investors pay for the flow-through feature, which is recognized as a liability, and ii) share capital. Upon expenses being incurred, the Company derecognizes this liability and recognizes this premium as other income, offsetting any expense associated with the Company’s expenditure of the flow-through proceeds.
| (l) | Restoration, rehabilitation and environmental obligations |
|---|
An obligation to incur restoration, rehabilitation and environmental costs arises when environmental disturbance is caused by the exploration or development of a mineral property interest. Such costs arising from the decommissioning of plant and other site preparation work, discounted to their net present value, are provided for and capitalized at the start of each project to the carrying amount of the asset, along with a corresponding liability at the time the obligation to incur such costs arises. The timing of the actual rehabilitation expenditure is dependent on a number of factors such as the life and nature of the project or asset, the conditions imposed by the relevant permits, and, when applicable, the jurisdiction in which the project or asset is located.
| (m) | Operating segments |
|---|
The Company operates as a single reportable segment—the acquisition, exploration and development of mineral properties. All assets are held in Canada.
| (n) | Government assistance |
|---|
When the Company is entitled to receive the BC Mining Exploration Tax Credit (“BCMETC”) and other government grants, this government assistance is recognized as a cost recovery when there is reasonable assurance of recovery. Any amounts accrued or received typically remain subject to review and revision by government authorities. It is not possible to predict the occurrence or outcome of such actions in advance.
| 15 | Page |
|---|---|
| AMARC RESOURCES LTD.<br><br>Notes to the Financial Statements.<br><br>For the years ended March 31, 2024, 2023, and 2022<br><br>(Expressed in Canadian Dollars, unless otherwise stated) | |
| --- | |
| (o) | IFRS 16, Leases (“IFRS 16”) |
| --- | --- |
All leases are accounted for by recognizing a right-of-use asset and a lease liability except for:
| · | Leases of low value assets; and |
|---|---|
| · | Leases with a duration of twelve months or less. |
Lease liabilities are measured at the present value of the contractual payments due to the lessor over the lease term, with the discount rate determined by the interest rate implicit in the lease, or if that rate cannot be readily determined, the Company’s incremental borrowing rate on commencement of the lease is used. Variable lease payments are only included in the measurement of the lease liability if they depend on an index or rate. In such cases, the initial measurement of the lease liability assumes the variable element will remain unchanged throughout the lease term. Other variable lease payments are expensed in the period to which they relate.
On initial recognition, the carrying value of the lease liability also includes:
| · | Amounts expected to be payable under any residual value guarantee; |
|---|---|
| · | The exercise price of any purchase option granted if it is reasonable certain to assess that option; and |
| · | Any penalties payable for terminating the lease, if the term of the lease has been estimated on the basis of termination option being exercised. |
Right-of-use assets are initially measured at the amount of the lease liability, reduced for any lease incentives received, and increased for:
| · | Lease payments made at or before commencement of the lease; |
|---|---|
| · | Initial direct costs incurred; and |
| · | The amount of any provision recognized where the Company is contractually required to dismantle, remove or restore the leased asset. |
Lease liabilities, on initial measurement, increase as a result of interest charged at a constant rate on the balance outstanding and are reduced for lease payments made.
Right-of-use assets are amortized on a straight-line basis over the remaining term of the lease or over the remaining economic life of the asset if this is judged to be shorter than the lease term.
When the Company revises its estimate of the term of any lease, it adjusts the carrying amount of the lease liability to reflect the payments to make over the revised term, which are discounted at the same discount rate that applied on lease commencement. The carrying value of lease liabilities is similarly revised when the variable element of future lease payments dependent on a rate or index is revised. In both cases, an equivalent adjustment is made to the carrying value.
| 16 | Page |
|---|---|
| AMARC RESOURCES LTD.<br><br>Notes to the Financial Statements.<br><br>For the years ended March 31, 2024, 2023, and 2022<br><br>(Expressed in Canadian Dollars, unless otherwise stated) | |
| --- | |
| 3. | CASH |
| --- | --- |
The Company’s cash is invested in business accounts, which are available on demand by the Company.
| 4. | MARKETABLE SECURITIES |
|---|
As at March 31, 2024, the fair value of its current holdings was $41,587 (March 31, 2023 - $139,284) and during the year ended March 31, 2024 there was a negative change of fair value adjustment of $97,698 (March 31, 2023 – $167,890). The marketable securities include 550,000 units (shares and warrants) of Carlyle Commodities Corp., a Canadian public company listed on the TSX Venture Exchange.
As at March 31, 2024 , the Company held the following marketable securities:
| Company | Shares/Warrants Held | Cost | Fair Value | Fair Value Increase(Decrease) |
|---|---|---|---|---|
| (#) | ($) | ($) | ($) | |
| Carlyle Commodities Corp - Shares | 550,000 | 907,500 | 24,750 | (882,750) |
| Carlyle Commodities Corp - Warrants | 550,000 | 727,000 | 3,000 | (724,000) |
| Other | 1,678,839 | 14,237 | 13,837 | (400) |
| Total | 2,778,839 | 1,648,737 | 41,587 | (1,607,150) |
| 5. | 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.
| 6. | AMOUNTS RECEIVABLE AND OTHER ASSETS | |
|---|---|---|
| March 31, 2024 | March 31, 2023 | |
| --- | --- | --- |
| ($) | ($) | |
| Sales tax refundable | 158,223 | 199,184 |
| Prepaid | 57,901 | 19,167 |
| 216,124 | 218,351 | |
| 7. | EXPLORATION AND EVALUATION EXPENSES AND COST RECOVERIES | |
| --- | --- |
Below is a summary of the Company’s major exploration property interests, together with the material property transactions.
| (a) | IKE District |
|---|
The IKE Property mineral claims (a subset of the IKE District mineral tenure) carry a net smelter return (“NSR”) royalty obligation of 1%, subject to a $2 million cap and which the Company is able to purchase 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.
| 17 | Page |
|---|---|
| AMARC RESOURCES LTD.<br><br>Notes to the Financial Statements.<br><br>For the years ended March 31, 2024, 2023, and 2022<br><br>(Expressed in Canadian Dollars, unless otherwise stated) | |
| --- |
The Granite Property mineral claims (a subset of the IKE District mineral tenure) are subject to a 2% NSR royalty which can be purchased for $2 million. In addition, there is an underlying 2.5% NSR royalty on certain mineral claims within the Granite Property, which can be purchased at any time for $1.5 million less any amount of royalty already paid.
The entire IKE District is subject to a 1% NSR royalty from mine production capped at a total of $5 million.
| (b) | JOY District |
|---|
In November 2016, the Company entered into a purchase agreement with a private company wholly-owned by one of its directors to purchase 100% of the JOY Property mineral claims (a subset of the JOY District mineral tenure) for the reimbursement of the vendor’s direct acquisition costs of $335,299.
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 mineral claims (a subset of the JOY District Mineral tenure).
In October 2018, Amarc acquired a 100% interest in Cascadero’s 49% interest in the PINE Property by completing total cash payments of $1 million 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 purchased outright GFTEC’s 51% interest in the PINE Property by issuing to GFTEC 5,000,000 common shares of the Company. As such, Amarc now holds a 100% interest in the PINE Property mineral claims.
The PINE Property is subject to a 3% underlying NSR royalty payable (“Underlying NSR”) to a former owner. The Company 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).
GFTEC retains a 2.5% net profits interest (“NPI”) royalty on mineral claims comprising approximately 96% of the PINE Property, which are subject to the Underlying NSR and a 1% NSR royalty on the balance of the claims that are not subject to the Underlying NSR. 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 0.5% through the payment to GFTEC of $2.5 million in cash or shares.
In November 2019 Amarc entered into a purchase agreement with two prospectors to acquire 100% of a single mineral claim, called the Paula Property, located internal to the wider JOY District mineral tenure. The claim is subject to a 1% NSR royalty payable from commercial production that is capped at $500,000.
JOY District Agreement with Freeport
On May 11, 2021, the Company and Freeport-McMoRan Mineral Properties Canada Inc. (“Freeport”), a wholly-owned subsidiary of Freeport-McMoRan Inc. (NYSE:FCX) entered into a Mineral Property Earn-in Agreement (the “Agreement”) whereby Freeport may acquire up to a 70% ownership interest of the Company’s JOY porphyry Cu-Au District Property.
| 18 | Page |
|---|---|
| AMARC RESOURCES LTD.<br><br>Notes to the Financial Statements.<br><br>For the years ended March 31, 2024, 2023, and 2022<br><br>(Expressed in Canadian Dollars, unless otherwise stated) | |
| --- |
Under the terms of the Agreement, Freeport has a two-stage option to earn up to a 70% ownership interest in the mineral claims comprising the JOY District, plus other rights and interests, over a 10 year period.
To earn an initial 60% interest, Freeport is required to fund $35 million of work expenditures over a 5- year term.
These optional earn-in expenditures can be accelerated by Freeport at its discretion. Amarc will be operator during the initial earn-in period. Once Freeport has acquired such 60% interest, Amarc and Freeport will proceed to operate the JOY District through a jointly owned corporation with Freeport assuming project operatorship.
Upon Freeport earning such 60% interest, it can elect, in its sole discretion, to earn an additional 10% interest, for an aggregate 70% interest by sole funding a further $75 million within the following five years.
Once Freeport has finalized its earned ownership interest at either the 60% or 70% level, each party will be responsible for funding its own pro-rata share of project costs on a 60:40 or 70:30 basis.
The Company initially records the amounts of contributions received or receivable from Freeport pursuant to the Agreement as a liability (advanced contributions received) in the statements of financial position, and subsequently reallocates amounts as cost recoveries in the statements of (income) loss as the Company incurs the related expenditures. During the year ended March 31, 2024, the Company recorded advanced contributions balance of $1,187,195.
During the year ended March 31, 2024, the Company recorded a gross amount of cost recovery of $4,257,245 offsetting the expenditures incurred pursuant to the Agreement.
During the year ended March 31, 2024, the Company earned a fee of $85,000 as the project operator.
| (c) | DUKE District |
|---|
The DUKE District 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 12(c)) to purchase a 100% interest in the DUKE Property mineral claims (a subset of the DUKE District mineral tenure) for the reimbursement of the vendor’s direct acquisition costs of $168,996.
DUKE District Agreement with Boliden
On November 22, 2022, the Company announced that it had entered into a Mineral Property Earn-in Agreement (the "Agreement") with Boliden Mineral Canada Ltd. (“Boliden”), a wholly-owned subsidiary of the Boliden Group. Under the terms of the Agreement, Boliden has a two-staged option to earn up to a 70% interest in the DUKE District.
To earn an initial 60% interest Boliden must fund $30 million of exploration and development expenditures within four years of the effective date of the Agreement, of which $5 million is a committed amount to be spent in calendar 2022 and early calendar 2023. Amarc will be the operator during this initial earn-in stage.
| 19 | Page |
|---|---|
| AMARC RESOURCES LTD.<br><br>Notes to the Financial Statements.<br><br>For the years ended March 31, 2024, 2023, and 2022<br><br>(Expressed in Canadian Dollars, unless otherwise stated) | |
| --- |
Upon earning a 60% interest, Boliden can elect to earn an additional 10% interest in the Duke District, for an aggregate 70% interest, by funding an additional $60 million of exploration and development expenditures at a minimum rate of $10 million per year over the ensuing six years. Once Boliden has earned a 60% interest it will also have the right to become the operator.
Upon Boliden finalizing its earned ownership interest, Amarc and Boliden will form either a 60:40 or 70:30 unincorporated joint venture to further advance the DUKE District. At that stage, each party will be responsible for funding its own pro-rata share of project costs, or be subject to customary equity dilution, converting to a capped royalty if it falls below a 10% participating interest.
The Company initially records the amounts of contributions received or receivable from Boliden pursuant to the Agreement as a liability (advanced contributions received) in the statements of financial position, and subsequently recognizes amounts as cost recoveries in the statements of (income) loss as the Company incurs the related expenditures. During the year ended March 31, 2024, the Company recorded advanced contributions balance of $3,945,526.
During the year ended March 31, 2024, the Company recorded a gross amount of cost recovery of $7,844,221 offsetting the expenditures incurred pursuant to the Agreement.
During the year ended March 31, 2024, the Company earned a fee of $611,248 as the project operator.
DUKE District Capped Royalty
Amarc holds 100% interest in the 722 km^2^ DUKE District which is largely free of any underlying royalty.
On July 7, 2023, the Company entered into a mineral property option agreement with an arms-length third party optionor to acquire a 100% interest in and to a property, subject to a 2% NSR royalty in the event of commercial production on the property, payable until $10 million has been paid after which the NSR shall cease. To acquire the property, the Company must issue 200,000 common shares and make annual cash payments of $5,000 to the optionor plus funding an annual scholarship for Indigenous students for a period of 10 years in the amount of $20,000 per year.
| (d) | Other property transactions |
|---|
On December 16, 2020 (the “Closing Date”), the Company closed the sale of its Newton Property, located in south-central BC, to Isaac Mining Corp. (“IMC”), an arms-length private company and a wholly-owned subsidiary of Carlyle Commodities Corp. (“Carlyle”). Pursuant to this sale, the Company received $300,000 in cash from IMC and 550,000 post-consolidated common shares and 550,000 post consolidated warrants of Carlyle as consideration, exercisable at $5 per post-consolidated warrant until December 8, 2025. The 550,000 post-consolidated common shares were measured at $907,500 based on the fair market value of $1.65 per post-consolidated share on the Closing Date. The 550,000 post-consolidated warrants were measured at $727,000 using the Black-Scholes option pricing model with the following assumptions: risk free-interest rate – 0.38%; dividend yield – 0.00%; expected volatility – 139.0%; expected life – 4.98 years.
On May 16, 2022, the Company entered into a mineral claims option agreement with an arms-length third party optionor to acquire a 100% interest in and to a property, subject to a 2% NSR royalty in the event of commercial production on the property, payable until $10,000,000 has been paid after which the NSR royalty reduces to 0.5%. The Company paid $100,000 during the year ended March 31, 2023 and shall pay $100,000 on or before May 31, 2023 and each year thereafter to, and including, May 31, 2031 until an aggregate of $1,000,000 has been paid to optionor.
| 20 | Page | |
|---|---|---|
| AMARC RESOURCES LTD.<br><br>Notes to the Financial Statements.<br><br>For the years ended March 31, 2024, 2023, and 2022<br><br>(Expressed in Canadian Dollars, unless otherwise stated) | ||
| --- | ||
| 8. | ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | |
| --- | --- | |
| March 31, 2024 | March 31, 2023 | |
| --- | --- | --- |
| ($) | ($) | |
| Accounts payable | 842,821 | 944,393 |
| Accrued liabilities | 285,987 | 236,470 |
| Total | 1,128,808 | 1,180,863 |
| 9. | DIRECTOR’S 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. On December 13, 2021, a total of $160,000 in interest was paid.
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.
The Company entered into a Second Loan Amendment Agreement dated May 25, 2022, pursuant to which it agreed to a $100,000 increase to the existing Loan (the “Additional Loan”). The Additional Loan is unsecured, bears interest at a rate of 10% per annum and is repayable on or before the earlier of November 26, 2024, the occurrence of a default or on achievement of financing milestones.
In connection with the Additional Loan, the Company issued to the Lender a loan bonus comprising of 1,176,470 common share purchase warrants (the "Bonus Warrants"), each entitling the holder to acquire one common share of the Company until November 26, 2024 at a price of $0.085 per share.
On June 15, 2022, the Company obtained an additional short-term loan (the “Short-term Loan”) of $250,000 with an interest rate of 12% per annum from the Lender.
In January 2023, the Company repaid the Additional Loan and Short-term Loan, including accrued interest accrued to the date of repayment.
| 21 | Page |
|---|---|
| AMARC RESOURCES LTD.<br><br>Notes to the Financial Statements.<br><br>For the years ended March 31, 2024, 2023, and 2022<br><br>(Expressed in Canadian Dollars, unless otherwise stated) | |
| --- |
The change in the Loan balance is as follows:
| Year ended | Year ended | ||
|---|---|---|---|
| March 31, 2024 | March 31, 2023 | ||
| ($) | ($) | ||
| Opening balance | 648,005 | 644,642 | |
| Principal advances | - | 350,000 | |
| Principal repayment | - | (350,000) | |
| Transaction costs | - | (99,191) | |
| Amortization of transaction costs | 136,942 | 102,554 | |
| Closing balance | 784,947 | 648,005 | |
| Year ended | Year ended | ||
| March 31, 2024 | March 31, 2023 | ||
| ($) | ($) | ||
| Non-current portion | 784,947 | 648,005 | |
| Total | 784,947 | 648,005 | |
| Finance expenses | Years ended March 31, | ||
| 2024 | 2023 | 2022 | |
| ($) | ($) | ($) | |
| Interest on loan | 101,274 | 126,685 | 100,000 |
| Amortization of transaction costs | 136,942 | 102,554 | 74,642 |
| Total | 238,216 | 229,239 | 174,642 |
| 10. | FLOW THROUGH LIABILITY | ||
| --- | --- |
During the year ended March 31, 2024 , the Company issued 15,384,615 flow-through shares at a price of $0.13 per share for gross proceeds of $2,000,000 (the “Financing”) and recognized a flow-through premium liability of $769,231 based on the difference between the flow-through share price and the non-flow-through share price in the concurrent offering. During the year ended March 31, 2024 , the Company did not incur qualifying exploration expenses, subsequent to the Financing. The flow-through premium liability outstanding relating to these flow-through shares is $769,231 as at March 31, 2024.
| 11. | 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.
On August 20, 2020, 3,000,000 flow-through shares were issued pursuant to the exercise of warrants for gross proceeds of $150,000.
| 22 | Page |
|---|---|
| AMARC RESOURCES LTD.<br><br>Notes to the Financial Statements.<br><br>For the years ended March 31, 2024, 2023, and 2022<br><br>(Expressed in Canadian Dollars, unless otherwise stated) | |
| --- |
On October 2, 2020, 2,000,000 flow-through shares were issued pursuant to the exercise of warrants for gross proceeds of $100,000. $100 related to flow-through tax filing has been deducted from the gross proceeds as issuance costs.
Approximately $167,000 of the flow-through proceeds received were renounced to the shareholder as at December 31, 2020.
On December 2, 2021, 6,000,000 flow-through shares were issued pursuant to the exercise of warrants for gross proceeds of $300,000.
On September 8, 2023, 100,000 common shares were issued pursuant to a property agreement at $0.075 per share.
On December 1, 2023, 15,384,615 flow-through shares were issued pursuant to a flow-through private placement at a price of $0.13 each, totaling $2,000,000.
On December 1, 2023, 9,615,385 non-flow-through shares were issued pursuant to a non-flow-through private placement at a price of $0.08 each, totaling $769,231.
As at March 31, 2024, the amount of flow-through proceeds remaining to be expended is approximately $2,383,000 (March 31, 2023 - $383,000).
The BCMETC cannot be claimed by the Company on mineral exploration expenses related to meeting expenditure commitments pursuant to the issue of flow-through shares; however, the BCMETC itself, once received, may be used for any purpose.
As at March 31, 2024, there were 211,702,894 (March 31, 2023 – 186,602,894) Common Shares issued and outstanding.
| (b) | Share purchase options |
|---|
On March 9, 2022, the Company granted 3,480,000 incentive stock options to certain associates to acquire an aggregate of 3,480,000 common shares at $0.12 per share, for a period of three to five years, of which approximately 50% are being granted to insiders (Note 12(a)). All of the options are subject to the required TSX Venture Exchange acceptance and customary vesting provisions over 24 months. The fair value of these options at issue was determined to be $366,912 using the Black-Scholes pricing model and based on the following assumptions: risk-free rate of 1.65%; expected volatility of 139%; underlying market price of $0.12; strike price of $0.12; expiry term of 3 - 5 years; and dividend yield of nil.
On July 8, 2022, the Company entered into an Investor Relations Agreement (the “Agreement”) with Kin Communications Inc. (“Kin”). Pursuant to the Agreement, the Company granted Kin 1,000,000 stock options entitling Kin to purchase 1,000,000 common shares of the Company at a price of $0.11 per share for a period of five years. These options vest in four instalments of 25% each instalment, with the first instalment vesting 90 days after the effective date of the Agreement. The fair value of these options was determined at $88,486 using the Black-Scholes pricing model based on the following assumptions: risk-free rate of 3.21%; expected volatility of 139%; underlying market price of $0.10; strike price of $0.11; expiry term of 5 years; and dividend yield of nil.
| 23 | Page |
|---|---|
| AMARC RESOURCES LTD.<br><br>Notes to the Financial Statements.<br><br>For the years ended March 31, 2024, 2023, and 2022<br><br>(Expressed in Canadian Dollars, unless otherwise stated) | |
| --- |
On April 11, 2023, the Company granted 520,000 incentive stock options to certain associates to acquire an aggregate of 520,000 common shares at $0.125 per share, for a period of three years, of which 200,000 options were granted to insiders (Note 12(a)). All of the options are subject to the required TSX Venture Exchange acceptance and customary vesting provisions over 24 months. The fair value of these options at issue was determined to be $49,647 using the Black-Scholes pricing model and based on the following assumptions: risk-free rate of 3.56%; expected volatility of 123%; underlying market price of $0.13; strike price of $0.125; expiry term of 3 years; and dividend yield of nil.
On March 22, 2024 the Company granted 6,410,000 incentive stock options to certain associates to acquire an aggregate of 6,410,000 common shares at $0.105 per share, for a period of three to five years, of which 5,500,000 options were granted to insiders (Note 12(a)). All of the options are subject to the required TSX Venture Exchange acceptance and customary vesting provisions over 24 months. The fair value of these options at issue was determined to be $589,109 using the Black-Scholes pricing model and based on the following assumptions: risk-free rate of 3.48%; expected volatility of 95% for options with three year expiry term and 131% for options with five year expiry term; underlying market price of $0.11; strike price of $0.105; and dividend yield of nil.
The following summarizes changes in the Company’s share purchase options:
| March 31, 2024 | March 31, 2023 | |||
|---|---|---|---|---|
| Weighted Average Exercise Price | Number of Options | Weighted Average Exercise Price | Number of Options | |
| Beginning balance | 0.100 | 0.090 | 5,480,000 | |
| Granted | 0.107 | 6,930,000 | 0.110 | 1,000,000 |
| Ending balance | 0.102 | 13,410,000 | 0.100 | 6,480,000 |
The following summarizes information on the options outstanding and exercisable as at March 31, 2024:
| Weighted Average | Number of | Number of | |||
|---|---|---|---|---|---|
| Remaining Contractual | Options | Options | |||
| Exercise price | Expiry date | Life (periods) | Outstanding | Exercisable | |
| $ | 0.05 | 4-Oct-24 | 0.51 | 2,000,000 | 2,000,000 |
| $ | 0.12 | 9-Mar-25 | 0.94 | 2,580,000 | 1,719,998 |
| $ | 0.12 | 9-Mar-27 | 2.94 | 900,000 | 700,000 |
| $ | 0.11 | 8-Jul-27 | 3.27 | 1,000,000 | 1,000,000 |
| $ | 0.125 | 11-Apr-26 | 2.03 | 520,000 | 173,333 |
| $ | 0.105 | 22-Mar-29 | 4.98 | 5,500,000 | 2,750,000 |
| $ | 0.105 | 22-Mar-27 | 2.98 | 910,000 | 705,000 |
| 3.02 | 13,410,000 | 9,048,331 | |||
| 24 | Page | ||||
| --- | |||||
| AMARC RESOURCES LTD.<br><br>Notes to the Financial Statements.<br><br>For the years ended March 31, 2024, 2023, and 2022<br><br>(Expressed in Canadian Dollars, unless otherwise stated) | |||||
| --- | |||||
| (c) | Share purchase warrants | ||||
| --- | --- |
The following common summarizes changes in the Company’s share purchase warrants:
| March 31, 2024 | March 31, 2023 | |||
|---|---|---|---|---|
| Weighted Average Exercise Price | Number of Warrants | Weighted Average Exercise Price | Number of Warrants | |
| Beginning balance | 0.06 | 6,176,470 | 0.05 | 5,000,000 |
| Granted pursuant to the Loan (Note 9) | - | - | 0.085 | 1,176,470 |
| Granted pursuant to a private placement | 0.08 | 4,807,693 | - | |
| Ending balance | 0.07 | 10,984,163 | 0.10 | 6,176,470 |
| (i) | 2019 loan bonus warrants | |||
| --- | --- |
In December 2019, 16,000,000 share purchase warrants were issued pursuant to the Loan (Note 9). 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.
| (ii) | 2022 loan bonus warrants |
|---|
In June 2022, 1,176,470 share purchase warrants were issued pursuant to the Loan (Note 9). The fair value of these warrants at issue was determined to be $99,191 at $0.085 per warrant using the Black-Scholes pricing model and based on the following assumptions: risk-free rate of 3.28%; expected volatility of 138%; underlying market price of $0.11; strike price of $0.085; expiry term of 2.45 years; and dividend yield of nil.
| (iii) | 2023 non-flow-through warrants |
|---|
In December 2023, 4,807,693 share purchase warrants were issued pursuant to a non-flow-through private placement. The share purchase warrants have a strike price of $0.08, an expiry term of 5 years, and are subject to a blocker term that prohibits exercise of the warrants to the extent the holder would as a result of any exercise exceed 19.99% of the issued shares.
| 12. | RELATED PARTY TRANSACTIONS | |
|---|---|---|
| March 31, 2024 | March 31, 2023 | |
| --- | --- | --- |
| Balances due to related parties | ($) | ($) |
| Hunter Dickinson Services Inc. | 134,251 | 327,348 |
| Robert Dickinson (interest payable) | - | 190,082 |
| United Mineral Services Ltd. | 7,586 | 7,586 |
| Thomas Wilson (CFO fees) | 5,496 | 5,496 |
| Total | 147,333 | 530,512 |
| 25 | Page | |
| --- | ||
| AMARC RESOURCES LTD.<br><br>Notes to the Financial Statements.<br><br>For the years ended March 31, 2024, 2023, and 2022<br><br>(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 9 includes the details of a director’s loan. Note 7(b) and 7(c) includes the details of the acquisition of mineral property interests from a private entity wholly-owned by one of the directors of the Company.
During the year ended March 31, 2024 and 2023, the Company’s President, Chief Executive Officer and Director and Corporate Secretary provided services to the Company under a service agreement with Hunter Dickinson Services Inc. (Note 12(b)).
During the year ended March 31, 2024, the Company recorded share-based compensation expense of $316,771 (March 31, 2023 - $94,373) in relation to 7,450,000 (March 31, 2023 – 1,750,000) stock options issued to directors and officers of the Company in the prior year (Note 11 (b)).
During the year ended March 31, 2024, the Company incurred fees totaling $62,810 (2023 -$49,149) in respect of services provided by the Chief Financial Officer.
On March 11, 2024, the Company announced the resignation of the VP Exploration and the appointment of a successor VP Exploration.
During the year ended March 31, 2024, the Company incurred fees totaling $12,179 (2023 - nil) in respect of geological services provided by the VP Exploration.
During the year ended March 31, 2024, the Company incurred fees totaling $211,137 (2023 - $208,648) in respect of geological services provided by the former-VP Exploration.
| (b) | Hunter Dickinson Services Inc. |
|---|
Hunter Dickinson Inc. (“HDI”) and its wholly-owned subsidiary Hunter Dickinson Services Inc. (“HDSI”) are private companies established by a group of mining professionals. HDSI provides contract services for a number of mineral exploration and development companies, and also to companies that are outside of the mining and mineral development space. Amarc acquires services from a number of related and arms-length contractors, and it is at Amarc’s discretion that HDSI provides certain contract services.
The Company has one director in common with HDSI, namely Robert Dickinson. Also, the Company’s President, Chief Executive Officer and Director, and Corporate Secretary are contracted to work for the Company under an employee secondment agreement between the Company and HDSI.
Pursuant to an agreement dated July 2, 2010, HDSI provides certain cost effective technical, geological, corporate communications, regulatory compliance, and administrative and management services to the Company, on a non-exclusive basis as needed and as requested by the Company. As a result of this relationship, the Company has ready access to a range of diverse and specialized expertise on a regular basis, without having to engage or hire full-time employees or experts. The Company benefits from the economies of scale created by HDSI which itself serves several clients both within and external to the exploration and mining sector.
| 26 | Page |
|---|---|
| AMARC RESOURCES LTD.<br><br>Notes to the Financial Statements.<br><br>For the years ended March 31, 2024, 2023, and 2022<br><br>(Expressed in Canadian Dollars, unless otherwise stated) | |
| --- |
The Company is not obligated to acquire any minimum amount of services from HDSI. The monetary amount of the services received from HDSI in a given period of time is a function of annually set and agreed charge-out rates for and the time spent by each HDSI employee engaged by the Company.
HDSI also incurs third-party costs on behalf of the Company. Such third-party costs include, for example, capital market advisory services, communication services and office supplies. Third-party costs are billed at cost, without markup.
There are no ongoing contractual or other commitments resulting from the Company’s transactions with HDSI, other than the payment for services already rendered and billed. The agreement may be terminated upon 60 days’ notice by either the Company or HDSI.
The following is a summary of transactions with HDSI that occurred during the reporting period:
| Years ended March 31, | |||
|---|---|---|---|
| 2024 | 2023 | 2023 | |
| (rounded to the nearest thousand CAD) | ($) | ($) | ($) |
| Services received from HDSI and as requested by the Company | 1,278,000 | 993,000 | 765,000 |
| Information technology – infrastructure and support services | 62,000 | 60,000 | 67,000 |
| Office rent | 45,000 | 41,000 | 33,000 |
| Reimbursement, at cost, of third-party expenses | |||
| incurred by HDSI on behalf of the Company | 329,000 | 193,000 | 136,000 |
| Total | 1,714,000 | 1,287,000 | 1,001,000 |
| (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, 2024, the Company incurred fees of $8,563 (2023 - $3,370) in respect of geological services provided by UMS.
| 13. | SUPPLEMENTARY INFORMATION TO THE STATEMENTS OF LOSS |
|---|---|
| (a) | Salaries, fees and benefits |
Salaries, fees and benefits included in exploration and evaluation expenses and administration expenses are as follows:
| Years ended March 31, | |||
|---|---|---|---|
| 2024 | 2023 | 2022 | |
| Salaries, fees and benefits^(1)^ | ($) | ($) | ($) |
| Exploration and evaluation expenses | 6,777,000 | 7,130,000 | 2,391,000 |
| Administration expenses^(2)^ | 347,000 | 245,000 | 194,000 |
| 7,124,000 | 7,375,000 | 2,585,000 | |
| ^(1)^ | rounded to the nearest thousand dollar | ||
| --- | --- | ||
| ^(2)^ | includes salaries and benefits included in office and administration expenses (Note 13(b)) and other salaries and benefits expenses classified as administration expenses | ||
| 27 | Page | ||
| --- | |||
| AMARC RESOURCES LTD.<br><br>Notes to the Financial Statements.<br><br>For the years ended March 31, 2024, 2023, and 2022<br><br>(Expressed in Canadian Dollars, unless otherwise stated) | |||
| --- | |||
| (b) | Office and administration expenses | ||
| --- | --- |
Office and administration expenses include the following:
| Years ended March 31, | |||
|---|---|---|---|
| 2024^(1)^ | 2023^(1)^ | 2022^(1)^ | |
| ($) | ($) | ($) | |
| Salaries and Benefits | 340,000 | 245,000 | 245,000 |
| Data processing and retention | 21,000 | 14,000 | 17,000 |
| Insurance | 26,000 | 34,000 | 30,000 |
| Other office expenses | 30,000 | 16,000 | 32,000 |
| 417,000 | 309,000 | 324,000 | |
| ^(1)^ | rounded to the nearest thousand dollar | ||
| --- | --- | ||
| 14. | OFFICE LEASE – RIGHT OF USE ASSET AND LEASE LIABILITY | ||
| --- | --- |
The Company subleases corporate offices in Vancouver, BC from HDSI under a lease agreement dated May 1, 2021, and the lease expires on April 29, 2026.
Right-of-use asset
A summary of the changes in the right-of-use asset for the year ended March 31, 2024 and the year ended March 31, 2024 are as follows:
| Right-of-use-asset | ($) |
|---|---|
| Balance at March 31, 2022 | 82,384 |
| Amortization | (20,176) |
| Balance at March 31, 2023 | 62,208 |
| Amortization | (20,175) |
| Balance at March 31, 2024 | 42,033 |
Lease liability
On May 1, 2021, the Company entered into the lease agreement, which resulted in the lease liability of $100,877 (undiscounted value of $134,766, discount rate used is 12.00%). This liability represents the monthly lease payment from May 1, 2021 to April 29, 2026, the end of the lease term less abatement granted by HDSI.
| 28 | Page |
|---|---|
| AMARC RESOURCES LTD.<br><br>Notes to the Financial Statements.<br><br>For the years ended March 31, 2024, 2023, and 2022<br><br>(Expressed in Canadian Dollars, unless otherwise stated) | |
| --- |
A summary of changes in the lease liability during the year ended March 31, 2024 and the year ended March 31, 2023 are as follows:
| Lease liability | ($) |
|---|---|
| Balance at March 31, 2022 | 90,028 |
| Lease payment – base rent portion | (26,745) |
| Lease liability – accretion expense | 9,620 |
| Balance as at Mach 31, 2023 | 72,903 |
| Current portion | 20,696 |
| Long-term portion | 52,207 |
| Lease liability | ($) |
| Balance at March 31, 2023 | 72,903 |
| Lease payment – base rent portion | (28,056) |
| Lease liability – accretion expense | 7,360 |
| Balance at March 31, 2024 | 52,207 |
| Current portion | 23,443 |
| Long-term portion | 28,764 |
The following is a schedule of the Company’s future lease payments (base rent portion) under the lease obligations:
| Future lease payments (base rent portion only) | ($) |
|---|---|
| Fiscal 2025 (April 1, 2024 to March 31, 2025) | 28,165 |
| Fiscal 2026 (April 1, 2025 to March 31, 2026) | 28,165 |
| Fiscal 2027 (April 1, 2026 to April 29, 2027) (Note 6) | 2,347 |
| Total undiscounted lease payments | 58,677 |
| Less: imputed interest | (6,470) |
| Lease liability as at March 31, 2024 | 52,207 |
| 15. | FINANCIAL RISK MANAGEMENT |
| --- | --- |
| (a) | Capital management objectives |
The Company’s primary objectives when managing capital are to safeguard the Company’s ability to continue as a going concern so that it can continue to provide returns for shareholders, and to have sufficient liquidity available to fund ongoing expenditures and suitable business opportunities as they arise.
| 29 | Page |
|---|---|
| AMARC RESOURCES LTD.<br><br>Notes to the Financial Statements.<br><br>For the years ended March 31, 2024, 2023, and 2022<br><br>(Expressed in Canadian Dollars, unless otherwise stated) | |
| --- |
The Company considers the components of shareholders’ equity as well as its cash as capital. The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may issue equity, sell assets, or return capital to shareholders as well as issue or repay debt.
The Company’s investment policy is to invest its cash in highly liquid, short-term, interest-bearing investments having maturity dates of three months or less from the date of acquisition, which are readily convertible into known amounts of cash.
The Company is not subject to any imposed equity requirements.
There were no changes to the Company’s approach to capital management during the year ended March 31, 2024.
| (b) | Carrying amounts and fair values of financial instruments |
|---|
The Company’s marketable securities are carried at fair value based on quoted prices in active markets.
As at March 31, 2024 and March 31, 2023, the carrying values of the Company’s financial assets and financial liabilities approximate their fair values.
| (c) | Financial instrument risk exposure and risk management |
|---|
The Company is exposed in varying degrees to a variety of financial instrument-related risks. The Board of Directors approves and monitors the risk management processes, inclusive of documented treasury policies, counterparty limits, and controlling and reporting structures. The type of risk exposure and the way in which such exposure is managed is provided as follows:
Credit risk
Credit risk is the risk of potential loss to the Company if a counterparty to a financial instrument fair to meet its contractual obligations. The Company’s credit risk is primarily attributable to its liquid financial assets, including cash, and amounts receivable and other assets. The carrying values of these financial assets represent the Company’s maximum exposure to credit risk.
The Company limits the exposure to credit risk by only investing its cash in high-credit quality financial institutions in business and savings accounts, which are available on demand by the Company for its programs.
Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or other financial assets. The Company ensures that there is sufficient cash in order to meet its short-term business requirements after taking into account the Company’s holdings of cash.
The Company has sufficient cash to meet its commitments associated with its financial liabilities in the near term, other than the amounts payable to related parties.
| 30 | Page |
|---|---|
| AMARC RESOURCES LTD.<br><br>Notes to the Financial Statements.<br><br>For the years ended March 31, 2024, 2023, and 2022<br><br>(Expressed in Canadian Dollars, unless otherwise stated) | |
| --- |
Interest rate risk
The Company is subject to interest rate risk with respect to its investments in cash. The Company’s policy is to invest cash at variable rates of interest and cash reserves are to be maintained in cash in order to maintain liquidity, while achieving a satisfactory return for shareholders. Fluctuations in interest rates when cash matures impact interest income earned.
As at March 31, 2024 and 2023, the Company’s exposure to interest rate risk was nominal.
Price risk
Equity price risk is defined as the potential adverse impact on the Company’s earnings due to movements in individual equity prices or general movements in the level of the stock market. The Company is subject to price risk in respect of its investments in marketable securities.
As at March 31, 2024 and 2023, the Company’s exposure to price risk was not significant in relation to these Financial Statements.
| 16. | INCOME TAXES |
|---|---|
| (a) | Provision for current tax |
No provision has been made for current income taxes as the Company has no taxable income.
| (b) | Provision for deferred tax |
|---|
As future taxable profits of the Company are uncertain, no deferred tax asset has been recognized.
At March 31, 2024, the Company has unused non-capital loss carry forwards of approximately $9,600,000 (March 31, 2023 - $10.4 million; March 31, 2022 - $10.7 million).
At March 31, 2023, the Company has resource tax pools of approximately $31,200,000 (March 31, 2023 - $31.1 million; March 31, 2022 - $31 million) available in Canada, which may be carried forward and utilized to offset future taxes related to certain resource income.
| (c) | Reconciliation of effective tax rate | |
|---|---|---|
| March 31, | March 31, | |
| --- | --- | --- |
| 2024 | 2023 | |
| Net income (loss) for the year | (43,450) | (32,583) |
| Total income tax expense | - | - |
| Net income (loss) excluding income tax | (43,450) | (32,583) |
| Income tax expense (recovery) using the Company's tax rate | (12,000) | (9,000) |
| Non-deductible expenses and other | 154,000 | 142,000 |
| Change in deferred tax rates | - | - |
| Temporary difference booked to reserve | (13,000) | (23,000) |
| Deferred income tax assets not recognized | (129,000) | (110,000) |
The Company’s statutory tax rate was 27% (2023 – 27%; 2022 – 27%) and its effective tax rate is nil (2023 – nil; 2022 – nil).
| 31 | Page |
|---|---|
| AMARC RESOURCES LTD.<br><br>Notes to the Financial Statements.<br><br>For the years ended March 31, 2024, 2023, and 2022<br><br>(Expressed in Canadian Dollars, unless otherwise stated) | |
| --- | |
| (d) | Deductible temporary differences |
| --- | --- |
At March 31, 2024, the Company had the following deductible temporary differences for which no deferred tax asset was recognized:
| Expiry | Tax Losses (Capital) | Tax Losses<br><br>(Non-Capital) | Resource Pools | Other |
|---|---|---|---|---|
| Within one year | - | - | - | - |
| One to five years | - | - | - | - |
| After five years | - | 9,647,000 | - | 1,011,000 |
| No expiry date | 2,165,000 | - | 31,250,000 | 77,000 |
| 2,165,000 | 9,647,000 | 31,250,000 | 1,088,000 | |
| 32 | Page | |||
| --- |
ahr_ex992.htm EXHIBIT 99.2
AMARC RESOURCES LTD.
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED MARCH 31, 2024
| -1- |
|---|
| AMARC RESOURCES LTD.<br> <br>MANAGEMENT’S DISCUSSION AND ANALYSIS FOR<br> <br>THE YEAR ENDED MARCH 31, 2024 |
|---|
| 1.1 | DATE | 3 |
|---|---|---|
| 1.2 | OVERVIEW | 4 |
| 1.3 | SELECTED ANNUAL INFORMATION | 35 |
| 1.4 | SUMMARY OF QUARTERLY RESULTS | 35 |
| 1.5 | RESULTS OF OPERATIONS | 36 |
| 1.6 | LIQUIDITY | 38 |
| 1.7 | CAPITAL RESOURCES | 39 |
| 1.8 | OFF-BALANCE SHEET ARRANGEMENTS | 39 |
| 1.9 | TRANSACTIONS WITH RELATED PARTIES | 39 |
| 1.10 | PROPOSED TRANSACTIONS | 40 |
| 1.11 | CRITICAL ACCOUNTING ESTIMATES | 40 |
| 1.12 | CHANGES IN ACCOUNTING POLICIES INCLUDING INITIAL ADOPTION | 40 |
| 1.13 | FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS | 40 |
| 1.14 | OTHER MD&A REQUIREMENTS | 41 |
| 1.14.1 | ADDITIONAL DISCLOSURE FOR VENTURE ISSUERS WITHOUT SIGNIFICANT REVENUE | 41 |
| 1.14.2 | DISCLOSURE OF OUTSTANDING SHARE DATA | 41 |
| 1.14.3 | DISCLOSURE CONTROLS AND PROCEDURES | 42 |
| 1.14.4 | INTERNAL CONTROLS OVER FINANCIAL REPORTING PROCEDURES | 42 |
| 1.14.5 | LIMITATIONS OF CONTROLS AND PROCEDURES | 42 |
| 1.15 | RISK FACTORS | 43 |
| -2- |
|---|
| AMARC RESOURCES LTD.<br> <br>MANAGEMENT’S DISCUSSION AND ANALYSIS<br> <br>FOR THE YEAR ENDED MARCH 31, 2024 |
|---|
1.1 DATE
This Management’s Discussion and Analysis (“MD&A”) should be read in conjunction with the audited financial statements (the “Annual Financial Statements”) of Amarc Resources Ltd. (“Amarc”, or the “Company”) for the year ended March 31, 2024, which are publicly available on SEDAR+ at www.sedarplus.ca. 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 July 16, 2024.
| Cautionary Note to Investors Concerning Forward-looking Statements<br> <br><br> <br>This news release includes certain statements that may be deemed “forward-looking statements”. All such statements, other than statements of historical facts that address exploration plans and plans for enhanced relationships are forward-looking statements. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Assumptions used by the Company 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, 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 Resources Ltd., investors should review Amarc’s annual Form 20-F filing with the United States Securities and Exchange Commission at www.sec.gov and its home jurisdiction filings that are available at www.sedarplus.ca. |
|---|
| -3- |
|---|
| AMARC RESOURCES LTD.<br> <br>MANAGEMENT’S DISCUSSION AND ANALYSIS<br> <br>FOR THE YEAR ENDED MARCH 31, 2024 |
|---|
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 long life, high value British Columbia (“BC”) porphyry copper-gold (“Cu-Au”) mines. By combining high demand projects with successful management, Amarc has created a solid platform to create value from its exploration and development stage assets.
Amarc is advancing its JOY, DUKE and IKE porphyry Cu±Au deposit districts located in northern, central and southern BC, respectively. The JOY, DUKE and IKE Districts represent significant potential for the development of multiple and important-scale, porphyry Cu±Au deposits. Importantly, each of the three districts is located in proximity to industrial infrastructure – including power, highways and rail.
LOCATION OF THE COMPANY’S JOY, DUKE and IKE DISTRICTS
Each of Amarc’s Projects are indicated by a star.
Amarc’s 100%-owned, 495 km^2^JOY District covers the northern extension of the prolific Kemess porphyry Cu-Au district (the “Kemess District”) in the Toodoggone region of north-central BC. A geological region with high potential for important porphyry and epithermal deposits, the Toodoggone is part of BC’s Golden Horseshoe, which includes the Golden Triangle to the west.
| -4- |
|---|
| AMARC RESOURCES LTD.<br> <br>MANAGEMENT’S DISCUSSION AND ANALYSIS<br> <br>FOR THE YEAR ENDED MARCH 31, 2024 |
|---|
The JOY claims are located approximately 20 km north of the former Kemess South Mine and the government approved Kemess underground project (“Kemess District”), owned by, Centerra Gold Inc. (“Centerra”) which purchased the Kemess District from AuRico Metals Inc. for $310 million^1^ in mid 2017. Amarc’s JOY District is host to the open-ended PINE porphyry Cu-Au deposit (the “PINE Deposit”) and a pipeline of other large and high potential, district porphyry Cu-Au targets, which cluster on the property.
Amarc has entered into an alliance with Freeport-McMoRan Minerals Properties Canada Inc. (“Freeport”), a wholly owned subsidiary of Freeport-McMoRan Inc., to efficiently advance the JOY District. Under the terms of the agreement Freeport may acquire up to a 70% ownership interest by making staged investments totalling $110 million. Freeport increased its Year 1 contribution in the 2021 JOY exploration program by ~50% – from $4 million to $5.94 million, and in 2022 continued its earn-in completing a second drilling season funding approximately $14 million of work, for its Year 2 contribution. The 2023 program was specifically designed to inform intended District-wide drilling in 2024. Amarc is the project operator.
To the end of 2023, the Amarc exploration team had completed 19,759 m of helicopter-supported drilling and extensive airborne and surface surveys at JOY with Freeport, identifying several mineralized trends across the JOY District and indicating the potential for the occurrence of clustered porphyry deposits - that potential remains to be fully explored. In addition, the mineralization at the PINE Deposit has been expanded to over 1,700 m, substantial new porphyry Cu-Au mineralization has been discovered at the largely overburden covered Canyon deposit target; and widely spaced initial scout drilling of theTwins sulphide system has encountered widespread porphyry Cu-Au mineralization, highlighting significant exploration potential.
In late May 2023, Amarc launched an exploration program that included extensive airborne and surface surveys focused on the detailed refinement of multiple porphyry Cu-Au deposit targets clustered along the mineralized trends that extend over the 495 km^2^property, in preparation for an extensive intended drilling program in 2024. This program also included the rehabilitation of road and bridge access to the PINE Cu-Au Deposit in the centre of the JOY tenure and other deposit targets to facilitate the 2024 drilling. In July 2024, Amarc announced that the drilling focused 2024 program, fully funded by Freeport, had commenced.
Amarc’s 722 km^2^ DUKE District is located 80 km northeast of Smithers within the broader Babine Region, one of BC’s most prolific porphyry Cu-Au belts. The 40 by 100 km north-northwesterly striking Babine mineralized belt is host to Noranda Mines’ past producing Bell and Granisle Cu-Au mines that produced a total of 1.1 billion pounds of Cu, 634,000 ounces of Au and 3.5 million ounces of Ag^2^, and the advanced stage Morrison Cu-Au deposit. The DUKE District includes both the DUKE porphyry Cu deposit discovery and a series of high potential porphyry Cu-Au deposit targets generated from the Company’s comprehensive district scale targeting programs.
In late calendar 2022, Amarc entered into a funding agreement on the DUKE District with Boliden Mineral Canada Ltd. (“Boliden”), a wholly-owned subsidiary of the Boliden Group. Under the terms of the Agreement, Boliden may earn up to a 70% ownership interest, by making staged exploration and development investments totalling $90 million. Boliden can earn an initial 60% interest by funding $30 million of exploration and development expenditures within four years of the effective date of the Agreement, of which CDN$5 million is a committed amount. Boliden invested $10 million through to the end of 2023 and will invest an additional $10 million through to the end of 2024. Amarc is the project operator.
^1^Centerra Gold Inc. news release January 8, 2018.
^2^MINFILE Number 093L 146 and 093M 001 MINFILE Production Detail Report, BC Geological Survey, Ministry of Energy and Mines, BC.
| -5- |
|---|
| AMARC RESOURCES LTD.<br> <br>MANAGEMENT’S DISCUSSION AND ANALYSIS<br> <br>FOR THE YEAR ENDED MARCH 31, 2024 |
|---|
Following signature of the Boliden agreement Amarc initiated delineation drilling at the DUKE Deposit, completing 11,070 m between early December 2022 and mid-March 2023. This drilling increased the size of the DUKE Deposit porphyry Cu–Mo-Ag-Au system, and also Amarc’s understanding of the controls on mineralization in the DUKE District. In May 2023, Amarc remobilized its exploration team and completed extensive airborne and ground exploration surveys designed to assess 16 prioritized porphyry Cu-Au targets across the DUKE District. These surveys defined the highest priority targets for 2024 drill testing, which include the Svea deposit target that shares many attributes with some of the premier deposits and occurrences within the Babine Cu-Au Region. Amarc initiated an extensive drill program at DUKE in 2024; the winter drilling phase focused on the DUKE Deposit and the surrounding 4.7 km^2^ DUKE Target. In June 2024, drilling recommenced at site: the initial focus is the SVEA Cu-Au Deposit Target and the new JO porphyry Cu-Au discovery identified by the Company’s comprehensive surveys across the prospective District. Ground and airborne geophysical surveys are also currently underway.
The 673 km^2^ IKE District, also 100% owned by Amarc, is located 33 km northwest of the historical mining community of Gold Bridge, and near the heartland of BC’s producing porphyry Cu mines. The greater IKE District includes Amarc’s porphyry Cu-Mo-Ag deposit discovery (the “IKE Deposit”); the high potential Greater Empress Cu-Au Project (the “Greater Empress” area) that hosts the Empress Cu-Au-Ag deposit (the “Empress Deposit”) as well as other significant porphyry Cu-Au-Mo-Ag and Cu-Au-Ag replacement deposit targets; and also a number of promising porphyry Cu and epithermal Au-Ag targets. The IKE District shares many characteristics with porphyry districts around the globe that host major, and commonly multiple Cu±Au±Mo±Ag deposits, and has the potential to develop into an important mining camp.
It is Amarc’s intent to undertake in 2024 a well-planned core drilling program at the Empress and Empress East Deposits with a goal of expanding the higher grade Cu-Au mineralization which remains open. The Company has the required drill and Induced Polarization (“IP”) permits in hand for the proposed work programs and is working to consult with First Nations in the region.
Amarc works closely with local governments, indigenous groups and other stakeholders in order to advance its mineral projects responsibly, and to do so in a manner that contributes to sustainable community and economic development. The Company’s team pursues early and meaningful engagement to ensure our mineral exploration and development activities are well coordinated and broadly supported, address local priorities and concerns, and optimize opportunities for collaboration. In particular, Amarc seeks to establish mutually beneficial partnerships with indigenous groups within whose traditional territories Amarc projects are located, through the provision of jobs, training programs, contract opportunities, capacity funding agreements and sponsorship of community events. All Amarc’s work programs are carefully planned to achieve high levels of environmental and social performance.
The JOY Cu-Au District
Amarc’s 100%-owned 495 km^2^ JOY District is located immediately to the north of the prolific Kemess porphyry Cu-Au district (the “Kemess District”) in the Toodoggone region of north-central BC (see the Company’s website at www.amarcresources.com/projects/joy-project). A geological region with high potential for important porphyry and epithermal deposits, the Toodoggone is part of BC’s Golden Horseshoe, which includes the Golden Triangle to the west.
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| AMARC RESOURCES LTD.<br> <br>MANAGEMENT’S DISCUSSION AND ANALYSIS<br> <br>FOR THE YEAR ENDED MARCH 31, 2024 |
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Through its association with HDI, Amarc’s technical team was first to recognize the Kemess District’s true porphyry potential, acquiring both Kemess North and Kemess South as early-stage prospects and advancing both to significant porphyry Cu-Au deposits. Kemess South was sold on beneficial terms to a predecessor of Northgate Minerals, which brought the deposit into production. Northgate Minerals produced 3 million ounces of Au, and 750 million pounds of Cu over a 13-year period to 2011^3^ from Kemess South mine (BC’s third largest Au producer). The Kemess District, now owned by Centerra, includes the government-approved Kemess Underground Project (the deeper higher-grade extension of the Kemess North deposit), the advanced stage Kemess East deposit as well as the mined-out Kemess South deposit. The resource road that services Centerra’s deposits and the historical Lawyers and Shasta Au-Ag mines, also provides access to Amarc’s JOY District.
JOY District Highlights
The PINE Deposit in the JOY District has seen several phases of historical drilling. Early work by Amarc in the District identified significant expansion potential at the PINE Deposit and also at the MEX deposit target that require drill testing. In addition, Amarc defined seven large (approximately 1 to 5 km^2^), high potential porphyry Cu-Au exploration target areas, each of which hosts multiple targets that were either drill-ready or could rapidly be brought up to a drill ready status by the completion of focused surface surveys. A highly effective targeting strategy was initially achieved by combining and interpreting information from the Company’s exploration surveys and extensive historical datasets. These datasets include results from soil geochemical sample grids, airborne magnetics and ground IP geophysical surveys, geological and alteration mapping and historical drilling. The large historical soils geochemical database (6,390 samples) was of particular use.
The JOY technical information up and including 2020 is summarized in the Company’s National Instrument 43-101 Technical Report (“JOY Technical Report”) filed under Amarc’s profile at www.sedarplus.ca and on the Company’s website at www.amarcresources.com/projects/joy-project/technical-report.
In 2021, Amarc work crews completed a comprehensive exploration program at JOY, which was designed to advance delineation of the PINE Deposit and assess several of the defined important-scale mineral systems (Amarc release November 15, 2021). This program included the drilling of 4,300 m (9 core holes) and the relogging of over 60 historical core drill holes mainly from the PINE porphyry Cu-Au deposit, along with 42 line-km of IP geophysical survey, 684 grid soil geochemical samples and 179 rock geochemical samples collected during geological traverses over a number of the target areas.
During the 2022 field season, Amarc completed 15,427 m (in 37 core holes) of helicopter supported drilling with the goal of expanding the known mineralization at the PINE Deposit while commencing drill testing of a number of deposit scale Cu-Au targets clustered across the JOY District (Amarc releases October 11, 2022 and March 2, 2023). In addition, further ground survey work was undertaken that included 56.3 line-km of IP geophysics and collection of 2,648 soil and 313 surface rock samples for geochemical analyses. The survey results integrated with previously completed Amarc and historical survey data continued to discover and expand clusters of large sulphide-bearing hydrothermal systems, and delineated new targets for drill testing (Amarc release January 23, 2023).
^3^ SRK Consulting (Canada) Inc. 2013 NI-43-101 Technical Report on the Kemess Underground Project, British Columbia, Canada, AuRico Metals Ltd. Sedar
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| AMARC RESOURCES LTD.<br> <br>MANAGEMENT’S DISCUSSION AND ANALYSIS<br> <br>FOR THE YEAR ENDED MARCH 31, 2024 |
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Expanding the PINE Porphyry Cu-Au Deposit
Building on information derived mainly from the team’s relogging of the historical core, Amarc completed in 2021 its first ever drilling at the PINE Deposit, which comprised three long core holes (up to 701 m in length) (Amarc release March 7, 2022). These holes intercepted significant mineralization over a strike length of 1,100 m and to a vertical depth of at least 550 m (Amarc release March 7, 2022), within an expansive 6 km^2^ hydrothermal mineralizing system as outlined by IP geophysical surveys. Notably, the PINE system remained open to expansion, with most of this prospective area concealed under a cover of broadly distributed glacial deposits.
Amarc’s 2021 drill holes at the PINE Deposit intercepted some of the highest grade of Cu-Au mineralization over the longest intervals encountered to date. Highlights from this 2021 PINE Deposit core drilling include:
| · | 101.90 m of 0.56% CuEQ^4^ (0.23% Cu, 0.57 g/t Au and 2.4 g/t Ag) |
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| · | 29.00 m of 0.46% CuEQ (0.20% Cu, 0.44 g/t Au and 2.1 g/t Ag) |
| · | 66.60 m of 0.40% CuEQ (0.21% Cu, 0.32 g/t Au and 1.5 g/t Ag) |
| · | 244.10 m of 0.35% CuEQ (0.11% Cu, 0.41 g/t Au and 1.2 g/t Ag) |
| · | 135.00 m of 0.44% CuEQ (0.14% Cu, 0.53 g/t Au and 1.2 g/t Ag) |
^4^ See Table 1, Note 4 - copper equivalent (CuEQ) calculations use metal prices of: Cu US$4.00/lb, Au US$1,800.00/oz, and Ag US$24.00/oz and conceptual recoveries of: Cu 85%, Au 72% and 67% Ag.
A majority of the 60+ mainly short and, frequently, widely spaced historical core holes at the PINE Deposit (80% of which extend to <200 m vertical depth) are collared within a restricted 900 x 600 m area. Reinterpretation of historical drill holes and the new holes drilled by Amarc showed good potential to expand the PINE Deposit internally (between the widely spaced drill holes), laterally (beyond the footprint of current drilling) and to depth.
Further to the open-ended nature of the PINE Deposit, significant potential for the discovery of other centres of porphyry Cu-Au mineralization within the area of the overall PINE mineralized system were also identified. Amarc’s hole JP21009, located 500 m northeast of the PINE Deposit, returned 244 m of 0.35% CuEQ^4^ (0.11% Cu, 0.41 g/t Au and 1.2 g/t Ag), including 135 m of 0.44% CuEQ (0.14% Cu, 0.53 g/t Au and 1.2 g/t Ag), indicating high potential to the northeast. Historical drilling also indicated significant potential to the southwest of the PINE Deposit. For example, the historical hole located furthest away to the southwest but within the current known limits of the PINE system (PIN09-04) returned 105 m at 0.17% CuEQ (0.08% Cu, 0.15 g/t Au and 1.1 g/t Ag) (Amarc release March 7, 2022).
The eleven core holes (up to 781 m in length) completed at the PINE Deposit in 2022 were located to follow up on the successful 2021 drilling and to further expand the mineralization at the deposit and to identify areas of higher grade within the expansive 6 km^2^ PINE mineralized system (Amarc releases August 24, 2022 and March 2, 2023). This drilling successfully intercepted significant mineralization that extended the footprint of the deposit over a strike length of 1,700 m (Table 1 and Amarc release March 2, 2023). Furthermore, outboard, wider spaced and mainly historical drilling indicates the potential to expand this footprint to over 2,600 m. In addition, the drilling is highlighting the favorable geometry of the PINE Deposit, with the majority of known mineralization occurring from surface to 300 m depth, and locally extending to 550 m depth. The larger 6 km^2^ mineralized system that hosts the PINE Deposit, and its expansion potential remains to be fully explored.
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| AMARC RESOURCES LTD.<br> <br>MANAGEMENT’S DISCUSSION AND ANALYSIS<br> <br>FOR THE YEAR ENDED MARCH 31, 2024 |
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Highlights from 2022 PINE Deposit drilling include:
| · | 204 m of 0.42% CuEQ^4^ (0.18% Cu, 0.41 g/t Au and 2.3 g/t Ag) |
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| · | 105 m of 0.40% CuEQ (0.13% Cu, 0.47 g/t Au and 2.3 g/t Ag) |
| · | 107 m of 0.31% CuEQ (0.09% Cu, 0.37 g/t Au and 1.2 g/t Ag) |
| · | 179 m of 0.32% CuEQ (0.11% Cu, 0.36 g/t Au and 1.2 g/t Ag) |
Notably, additional centers of higher Cu-Au grade are beginning to emerge along the 1,700 m PINE Deposit trend. For example, Amarc drilling in the northeastern area of this trend has intersected significant porphyry mineralization over 600 m of strike length, including:
| · | 63 m of 0.44% CuEQ^4^, within 179 m of 0.32% CuEQ (JP22017)^5^ |
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| · | 57 m of 0.40% CuEQ, within 107 m of 0.31% CuEQ (JP22015) |
| · | 135 m of 0.44% CuEQ, within 244 m of 0.35% CuEQ (JP21009 completed in 2021) |
^5^ Grade for each element that comprises the CuEQ for holes JP22017, JP22015 are shown in Table 1 and for JP21009 is 0.14% Cu, 0.53 g/t Au and 1.2 g/t Ag.
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| AMARC RESOURCES LTD.<br> <br>MANAGEMENT’S DISCUSSION AND ANALYSIS<br> <br>FOR THE YEAR ENDED MARCH 31, 2024 |
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Table 1: JOY 2022 DRILL PROGRAM ASSAY RESULTS
| Target | Drill Hole^5^ | Azim ( ° ) | Dip ( ° ) | EOH<br> <br>(m) | Incl. | From<br> <br>(m) | To<br> <br>(m) | Int.^123^<br> <br>(m) | CuEQ^4^(%) | Cu<br> <br>(%) | Au (g/t) | Ag(g/t) |
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| PINE | JP22010 | 265 | -60 | 681.00 | | 18.96 | 223.03 | 204.07 | 0.42 | 0.18 | 0.41 | 2.3 |
| | | | | | Incl. | 18.96 | 49.35 | 30.39 | 0.44 | 0.12 | 0.55 | 2.0 |
| | | | | | Incl. | 84.83 | 223.03 | 138.20 | 0.48 | 0.22 | 0.43 | 2.8 |
| | | | | | and | 84.83 | 128.95 | 44.12 | 0.58 | 0.26 | 0.53 | 3.3 |
| | | | | | and | 141.82 | 223.03 | 81.21 | 0.51 | 0.24 | 0.45 | 2.9 |
| | | | | | | 258.00 | 296.70 | 38.70 | 0.51 | 0.25 | 0.44 | 2.7 |
| | | | | | Incl. | 258.00 | 285.81 | 27.81 | 0.62 | 0.29 | 0.54 | 3.3 |
| | | | | | | 455.51 | 505.79 | 50.28 | 0.34 | 0.15 | 0.32 | 1.7 |
| PINE | JP22011 | 265 | -60 | 637.78 | | 35.00 | 65.00 | 30.00 | 0.22 | 0.06 | 0.27 | 1.5 |
| | | | | | | 386.00 | 542.00 | 156.00 | 0.36 | 0.20 | 0.25 | 2.5 |
| | | | | | Incl. | 386.00 | 458.00 | 72.00 | 0.44 | 0.23 | 0.35 | 2.9 |
| | | | | | Incl. | 494.00 | 539.00 | 45.00 | 0.41 | 0.24 | 0.25 | 2.8 |
| PINE | JP22012 | 265 | -60 | 597.00 | | 41.50 | 54.52 | 13.02 | 0.26 | 0.12 | 0.22 | 2.0 |
| | | | | | | 73.00 | 141.00 | 68.00 | 0.31 | 0.13 | 0.29 | 2.0 |
| | | | | | Incl. | 126.00 | 141.00 | 15.00 | 0.49 | 0.20 | 0.49 | 2.7 |
| | | | | | | 221.40 | 354.00 | 132.60 | 0.32 | 0.15 | 0.26 | 2.4 |
| | | | | | Incl. | 221.40 | 301.48 | 80.08 | 0.35 | 0.17 | 0.30 | 2.7 |
| PINE | JP22013 | 265 | -60 | 516.00 | | 48.00 | 153.00 | 105.00 | 0.40 | 0.13 | 0.47 | 1.8 |
| | | | | | Incl. | 59.20 | 96.00 | 36.80 | 0.44 | 0.16 | 0.48 | 2.3 |
| | | | | | Incl. | 114.00 | 153.00 | 39.00 | 0.46 | 0.12 | 0.59 | 1.4 |
| | | | | | | 177.00 | 189.51 | 12.51 | 0.42 | 0.12 | 0.52 | 1.3 |
| | | | | | | 226.14 | 303.00 | 76.86 | 0.30 | 0.14 | 0.27 | 1.4 |
| | | | | | Incl. | 226.14 | 245.41 | 19.27 | 0.45 | 0.14 | 0.54 | 1.4 |
| PINE | JP22014 | 270 | -60 | 594.00 | | 27.00 | 42.00 | 15.00 | 0.28 | 0.10 | 0.31 | 1.3 |
| | | | | | | 62.05 | 167.00 | 104.95 | 0.25 | 0.10 | 0.26 | 1.3 |
| | | | | | Incl. | 66.00 | 84.00 | 18.00 | 0.34 | 0.11 | 0.40 | 1.2 |
| | | | | | Incl. | 111.00 | 141.00 | 30.00 | 0.33 | 0.12 | 0.37 | 1.7 |
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| AMARC RESOURCES LTD.<br> <br>MANAGEMENT’S DISCUSSION AND ANALYSIS<br> <br>FOR THE YEAR ENDED MARCH 31, 2024 |
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| Target | Drill Hole^5^ | Azim (°) | Dip (°) | EOH(m) | Incl. | From<br> <br>(m) | To<br> <br>(m) | Int.^123^<br> <br>(m) | CuEQ^4^(%) | Cu<br> <br>(%) | Au (g/t) | Ag(g/t) |
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| PINE | JP22015 | 90 | -60 | 647.00 | | | 72.00 | 300.00 | 228.00 | 0.25 | 0.08 | 0.28 | 1.0 |
| | | | | | Incl. | | 72.00 | 178.78 | 106.78 | 0.31 | 0.09 | 0.37 | 1.2 |
| | | | | | and | | 72.00 | 129.00 | 57.00 | 0.40 | 0.10 | 0.53 | 1.3 |
| | | | | | and | | 72.00 | 84.00 | 12.00 | 0.81 | 0.16 | 1.15 | 2.0 |
| | | | | | Incl. | | 189.00 | 300.00 | 111.00 | 0.21 | 0.08 | 0.22 | 0.8 |
| | | | | | | | 431.97 | 647.00 | 215.03 | 0.22 | 0.10 | 0.21 | 0.8 |
| | | | | | Incl. | | 522.00 | 534.00 | 12.00 | 0.47 | 0.10 | 0.64 | 1.6 |
| | | | | | and | | 561.00 | 644.55 | 83.55 | 0.24 | 0.12 | 0.20 | 0.9 |
| PINE | JP22016 | 265 | -65 | 609.00 | | | 13.23 | 155.56 | 142.33 | 0.26 | 0.08 | 0.30 | 1.1 |
| | | | | | Incl. | | 18.00 | 66.00 | 48.00 | 0.41 | 0.12 | 0.50 | 1.4 |
| | | | | | | | 175.51 | 186.33 | 10.82 | 0.30 | 0.12 | 0.31 | 1.4 |
| | | | | | | | 213.36 | 232.07 | 18.71 | 0.22 | 0.12 | 0.17 | 1.4 |
| | | | | | | | 241.78 | 258.00 | 16.22 | 0.29 | 0.10 | 0.32 | 1.2 |
| PINE | JP22017 | 90 | -60 | 624.00 | | | 174.00 | 352.80 | 178.80 | 0.32 | 0.11 | 0.36 | 1.2 |
| | | | | | Incl. | | 248.03 | 352.80 | 104.77 | 0.37 | 0.13 | 0.43 | 1.1 |
| | | | | | and | | 272.72 | 336.00 | 63.28 | 0.44 | 0.14 | 0.52 | 1.2 |
| | | | | | and | | 272.72 | 291.00 | 18.28 | 0.56 | 0.12 | 0.76 | 1.5 |
| | | | | | Incl. | | 310.00 | 336.00 | 26.00 | 0.45 | 0.17 | 0.49 | 1.2 |
| | | | | | | | 378.00 | 390.00 | 12.00 | 0.30 | 0.12 | 0.30 | 1.3 |
| PINE | JP22018 | 265 | -60 | 490.50 | | | 126.00 | 177.00 | 51.00 | 0.38 | 0.13 | 0.4 | 1.8 |
| PINE | JP22034 | 90 | -60 | 504.00 | | | 59.67 | 95.08 | 35.41 | 0.14 | 0.05 | 0.14 | 0.3 |
| | | | | | | | 124.71 | 145.17 | 20.46 | 0.24 | 0.13 | 0.20 | 0.8 |
| | | | | | | | 174.13 | 231.00 | 56.87 | 0.24 | 0.14 | 0.17 | 1.6 |
| | | | | | | | 423.32 | 477.33 | 54.01 | 0.13 | 0.07 | 0.10 | 0.9 |
| PINE | JP22040 | 270 | -90 | 405.00 | | No significant intercepts | | | | | | | |
| Canyon | JP22029 | 40 | -60 | 234.00 | | No significant intercepts | | | | | | | |
| Canyon | JP22030 | 55 | -60 | 753.00 | | | 102.00 | 126.00 | 24.00 | 0.13 | 0.07 | 0.10 | 0.5 |
| | | | | | | | 223.85 | 255.00 | 31.15 | 0.14 | 0.10 | 0.04 | 3.3 |
| | | | | | | | 291.00 | 342.00 | 51.00 | 0.13 | 0.10 | 0.04 | 0.8 |
| | | | | | | | 342.00 | 638.25 | 296.25 | 0.39 | 0.30 | 0.14 | 1.7 |
| | | | | | Incl. | | 345.21 | 456.00 | 110.79 | 0.48 | 0.38 | 0.16 | 2.5 |
| | JP22030 | | | | Incl. | | 351.00 | 447.00 | 96.00 | 0.51 | 0.39 | 0.18 | 2.6 |
| | | | | | | | 360.00 | 399.00 | 39.00 | 0.56 | 0.42 | 0.20 | 2.7 |
| | | | | | Incl. | | 552.00 | 580.00 | 28.00 | 0.51 | 0.40 | 0.19 | 1.4 |
| | | | | | | | 708.90 | 719.40 | 10.50 | 0.77 | 0.61 | 0.25 | 2.1 |
| Canyon | JP22036 | 55 | -60 | 588.00 | | | 24.47 | 219.00 | 194.53 | 0.20 | 0.14 | 0.09 | 2.3 |
| | | | | | Incl. | | 69.00 | 76.00 | 7.00 | 0.91 | 0.54 | 0.59 | 6.9 |
| | | | | | Incl. | | 162.30 | 177.00 | 14.70 | 0.33 | 0.22 | 0.18 | 2.1 |
| | | | | | | | 210.00 | 219.00 | 9.00 | 0.27 | 0.17 | 0.15 | 1.8 |
| | | | | | | | 407.00 | 464.00 | 57.00 | 0.17 | 0.12 | 0.08 | 0.8 |
| Canyon | JP22038 | 55 | -60 | 576.00 | | | 384.00 | 570.00 | 186.00 | 0.15 | 0.12 | 0.04 | 0.8 |
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| AMARC RESOURCES LTD.<br> <br>MANAGEMENT’S DISCUSSION AND ANALYSIS<br> <br>FOR THE YEAR ENDED MARCH 31, 2024 |
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| Target | Drill Hole^5^ | Azim (°) | Dip (°) | EOH<br> <br>(m) | Incl. | From<br> <br>(m) | To<br> <br>(m) | Int.^123^<br> <br>(m) | CuEQ^4^(%) | Cu<br> <br>(%) | Au (g/t) | Ag(g/t) |
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| Canyon | JP22042 | 235 | -70 | 661.30 | | | 299.40 | 564.00 | 264.60 | 0.15 | 0.11 | 0.06 | 0.8 |
| | | | | | Incl. | | 318.00 | 347.61 | 29.61 | 0.23 | 0.16 | 0.12 | 1.1 |
| | | | | | Incl. | | 453.00 | 498.00 | 45.00 | 0.20 | 0.15 | 0.07 | 0.9 |
| Canyon | JP22043 | 50 | -60 | 735.00 | | | 582.00 | 726.00 | 144.00 | 0.16 | 0.13 | 0.03 | 0.8 |
| Twins | JP22019 | 50 | -60 | 384.00 | | | 54.00 | 125.58 | 71.58 | 0.21 | 0.10 | 0.19 | 1.0 |
| | | | | | Incl. | | 99.00 | 125.58 | 26.58 | 0.29 | 0.12 | 0.30 | 1.2 |
| | | | | | | | 215.00 | 276.00 | 61.00 | 0.19 | 0.11 | 0.14 | 1.2 |
| Twins | JP22020 | 235 | -60 | 270.00 | | | 12.00 | 216.00 | 204.00 | 0.11 | 0.03 | 0.14 | 0.4 |
| | | | | | Incl. | | 44.22 | 90.00 | 45.78 | 0.17 | 0.05 | 0.22 | 0.6 |
| Twins | JP22021 | 55 | -60 | 216.00 | | No significant intercepts | | | | | | | |
| Twins | JP22023 | 235 | -60 | 36.00 | | Abandoned in overburden | | | | | | | |
| Twins | JP22025 | 50 | -60 | 219.00 | | | 12.00 | 48.00 | 36.00 | 0.11 | 0.04 | 0.11 | 0.6 |
| Twins | JP22026 | 55 | -55 | 282.00 | | No significant intercepts | | | | | | | |
| Twins | JP22031 | 55 | -60 | 249.00 | | | 60.00 | 105.00 | 45.00 | 0.10 | 0.04 | 0.11 | 0.3 |
| SWT | JP22022 | 265 | -55 | 528.00 | | No significant intercepts | | | | | | | |
| SWT | JP22024 | 225 | -60 | 501.00 | | | 414.30 | 417.00 | 2.70 | 2.12 | 0.005 | 3.73 | 6.2 |
| SWT | JP22027 | 70 | -60 | 342.00 | | | 24.00 | 27.00 | 3.00 | 0.25 | 0.09 | 0.28 | 0.4 |
| SWT | JP22028 | 70 | -60 | 342.00 | | | 264.00 | 342.00 | 78.00 | 0.08 | 0.02 | 0.11 | 0.4 |
| | | | | | Incl. | | 328.71 | 342.00 | 13.29 | 0.14 | 0.03 | 0.20 | 0.5 |
| South MEX | JP22041 | 54.16 | 59.82 | 323.00 | | | 101.00 | 173.00 | 72.00 | 0.10 | 0.02 | 0.10 | 3.4 |
| | | | | | Incl. | | 127.00 | 149.00 | 22.00 | 0.15 | 0.03 | 0.16 | 4.8 |
| Wrich | JP22044 | 335 | -70 | 393.00 | | | 59.00 | 167.00 | 108.00 | 0.20 | 0.03 | 0.23 | 6.4 |
| | | | | | Incl. | | 65.00 | 86.00 | 21.00 | 0.32 | 0.04 | 0.32 | 13.6 |
| | | | | | Incl. | | 119.00 | 137.00 | 18.00 | 0.28 | 0.03 | 0.44 | 1.7 |
| | | | | | Incl. | | 158.00 | 167.00 | 9.00 | 0.34 | 0.02 | 0.46 | 10.2 |
| Finlay North | JP22032 | 30 | -60 | 225.00 | | No significant intercepts | | | | | | | |
| Finlay North | JP22033 | 30 | -60 | 243.00 | | | 66.00 | 87.00 | 21.00 | 0.07 | 0.004 | 0.11 | 0.4 |
| Finlay North | JP22035 | 30 | -70 | 219.40 | | No significant intercepts | | | | | | | |
| Finlay South | JP22037 | 55 | -60 | 221.00 | | | 17.00 | 29.00 | 12.00 | 0.14 | 0.10 | 0.06 | 2.0 |
| Finlay South | JP22039 | 235 | -50 | 356.00 | | No significant intercepts | | | | | | | |
| CT | JP22045 | 90 | -60 | 204.00 | | No significant intercepts | | | | | | | |
| >0.30% CuEQ |
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| 0.15 – 0.30% CuEQ |
Notes:
| 1. | Widths reported are drill widths, such that true thicknesses are unknown. |
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| 2. | All assay intervals represent length-weighted averages. |
| 3. | Some figures may not sum exactly due to rounding. |
| 4. | Copper equivalent (CuEQ) calculations use metal prices of: Cu US$4.00/lb., Au US$1800/oz. and Ag US$24/oz. and conceptual recoveries of: Cu 85%, Au 72% and 67% Ag. Conversion of metals to an equivalent copper grade based on these metal prices is relative to the copper price per unit mass factored by conceptual recoveries for those metals normalized to the conceptualized copper recovery. The metal equivalencies for each metal are added to the copper grade. The general formula for this is: CuEQ% = Cu% + ((Au g/t * (Au recovery / Cu recovery) * (Au $ per oz./ 31.1034768 / Cu $ per lb. * 22.04623)) + ((Ag g/t * (Ag recovery / Cu recovery) * (Ag $ per oz. / 31.1034768 / Cu $ per lb. * 22.04623)) |
| 5. | The collar locations in UTM NAD83, Zone 9N coordinates for listed drill holes are provided in Amarc release March 2, 2023. |
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| AMARC RESOURCES LTD.<br> <br>MANAGEMENT’S DISCUSSION AND ANALYSIS<br> <br>FOR THE YEAR ENDED MARCH 31, 2024 |
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Discovery At Canyon Deposit Target Highlights Potential for Clustered Deposits at JOY
Eight extensive porphyry Cu-Au deposit targets were explored in 2022 with 26 scout drill holes; four of the targets had not been previously drill tested. These deposit targets include the Canyon (5 km^2^), Twins (7 km^2^) and SWT (3 km^2^) which, along with PINE (6 km^2^), form the 15.5 km northeast trending PINE Trend; and the South Mex (>1.9 km^2^) open deposit target at the south end of the 6 km-long MEX Trend (Amarc releases January 23, 2023 and March 2, 2023). These trends are similar to the 4 km-long northeast trend of the Nugget, Kemess North, Kemess Underground, Kemess Offset and Kemess East porphyry Cu-Au deposits in the Kemess Mining District held by Centerra Gold Inc., and located adjacent to the south of the JOY tenure.
At Canyon, very limited initial scout drilling of the expansive (5 km^2^) and largely covered sulphide system by Amarc in 2021 (JP21006: 27 m of 0.18% CuEQ^4^ with 0.06% Cu, 0.21 g/t Au) (see Amarc news release March 7, 2022) and historical operators (MEX12-013: 49 m of 0.16% CuEQ with 0.05% Cu, 0.20 g/t Au, and PIN09-15: 3 m of 11 g/t Au), intersected promising Cu-Au and Au-only mineralization compatible with the fringes of a potentially important porphyry Cu-Au system. In 2022, further reconnaissance drilling at Canyon discovered a significant new zone of porphyry Cu-Au mineralization with hole JP22030 intersecting:
| · | 96 m of 0.51% CuEQ^4^(0.39% Cu, 0.18 g/t Au and 2.6 g/t Ag), within 296 m of 0.39% CuEQ (0.30% Cu, 0.14 g/t Au and 1.7 g/t Ag) |
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| · | 5 m of 0.77% CuEQ (0.61% Cu, 0.25 g/t Au, 2.1 g/t Ag) |
Four other scout drill holes intersected less robust Cu-Au mineralization disrupted by inter-mineral intrusions. The Canyon discovery remains open to expansion and requires substantial drilling, as does the host 5 km^2^ IP geophysical anomaly which indicates the presence of a large-scale sulphide system.
The highly prospective Twins (7 km^2^) deposit target is located adjacent and to the southwest along the 15.5 km PINE Trend from Canyon. A single scout drill hole completed by Amarc in 2021 (JP21004), the first ever drilled into the large Twins target, intersected 63 m of 0.18% CuEQ^4^ with 0.09% Cu, 0.15 g/t Au, 0.5 g/t Ag, including 39 m of 0.22% CuEQ with 0.11% Cu, 0.19 g/t Au, 0.6 g/t Ag, successfully discovering porphyry-type Cu-Au mineralization (Amarc release March 7, 2022) within this large mineralized sulphide system. In 2022, very widely spaced follow-up reconnaissance drill holes, ranging in length from 216 m to 384 m, targeted magnetic high features within the extensive IP chargeability footprint and encountered widespread indications of porphyry Cu-Au mineralization.
Based on comparisons with the Canyon discovery and the PINE Deposit, intervals of porphyry Cu-Au mineralization at Twins, including 27 m of 0.29% CuEQ^4^ (0.12% Cu, 0.30 g/t Au, 1.2 g/t Ag) in JP22019 and 204 m of 0.11% CuEQ (0.04% Cu, 0.14 g/t Au, 0.4 g/t Ag) in JP22020, may represent the lateral or upper parts of a yet undiscovered porphyry Cu-Au center. The large footprint of this target, its veneer of glacial overburden cover, and Cu-Au intercepts in the widely spaced and relatively shallow drill holes highlight the significant exploration potential for the discovery of another porphyry Cu-Au deposit at Twins.
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| AMARC RESOURCES LTD.<br> <br>MANAGEMENT’S DISCUSSION AND ANALYSIS<br> <br>FOR THE YEAR ENDED MARCH 31, 2024 |
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Systematic Exploration of Emerging Deposit Targets
In 2022, a similar strategy of initial drill testing with single to widely spaced shorter scout drill holes was employed at other overburden-covered targets, including South MEX, South Finlay, North Finlay and CT, with results indicating continued systematic exploration is warranted. At South MEX, a single scout drill hole, the first into this >1.9 km^2^ IP chargeability anomaly that remains open to expansion, intersected anomalous Au-Cu-Ag (72 m of 0.10% CuEQ^4^ (0.02% Cu, 0.10 g/t Au, 3.4 g/t Ag) in JP22041) in volcanics that straddle the prospective Triassic-Jurassic contact. This geological environment is similar to that hosting the Kemess District porphyry Cu-Au deposits (Amarc releases January 23, 2023 and March 2, 2023).
Scout drilling at SWT returned local zones of anomalous Au-Cu compatible with proximity to a porphyry Cu-Au system (e.g. 78 m of 0.09% CuEQ^4^ (0.02% Cu, 0.11 g/t Au, 0.04 g/t Ag) in JP22028), as well as local vein-hosted Au-only mineralization (2.7 m of 3.7 g/t Au in JP22024). At the adjacent Wrich occurrence, Au-Ag-Cu mineralization (108 m of 0.20% CuEQ (0.03% Cu, 0.23 g/t Au, 6.4 g/t Ag) in JP22044) is associated with advanced argillic alteration zones and may represent a higher-level signature of a porphyry Cu-Au system.
The 2023 field program was designed to inform the 2024 drilling plans; it included extensive airborne and surface exploration surveys focused on detailed refinement of multiple porphyry copper-gold deposit targets clustered along mineralized trends across the JOY District (Amarc release October 26, 2023). The principal components of the 2023 surveys were:
| · | 638 line-km of airborne Magnetotelluric (“MT”) geophysics; |
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| · | 30 km^2^ of ground-based MT geophysics; |
| · | 72.5 line-km of Induced Polarization ground geophysics; |
| · | 465 geological survey traverse-km; |
| · | 769 systematic rock chip samples for assay; and |
| · | 1,788 grid soil samples for assay. |
In addition to facilitate future drilling, rehabilitation of exploration trail and bridge access to the PINE Cu-Au Deposit in the centre of the JOY tenure and other deposit targets was also completed.
2024 Program
In July 2024, Amarc announced that extensive core drilling commenced at the JOY District. The program’s goal is the discovery of porphyry Cu-Au deposits by wide-spaced drilling over eight large drill-ready sulphide mineralized systems clustered along a number of emerging mineralized trends. Areas of focus for drilling include the Northwest Gossan, and exciting new target that has never been drilling, further delineation and extension of the PINE Deposit, follow up to the discovery holes at the Canyon Deposit Target, and further investigation of the Twins Deposit Target, SWT target and South MEX and More MEX targets.
In addition to the many deposit scale targets noted above, the JOY District also hosts a high-quality pipeline of seven other Cu-Au targets located across the District where additional survey work is planned to bring them up to a drill-ready status. JOY District Agreement with Freeport
On May 12, 2021, Amarc announced it entered into an agreement (the “Agreement”) with Freeport pursuant to which Freeport may acquire, through a staged two-stage option up to a 70% ownership interest in the mineral claims comprising the JOY District, plus other rights and interests, over up to a 10 year period.
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| AMARC RESOURCES LTD.<br> <br>MANAGEMENT’S DISCUSSION AND ANALYSIS<br> <br>FOR THE YEAR ENDED MARCH 31, 2024 |
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To earn an initial 60% interest, Freeport is required to fund $35 million of work expenditures over a 5-year term. During the first year of the earn-in, a $4 million work program is required in the JOY District. Annual optional earn-in expenditures can be accelerated by Freeport at its discretion. Amarc will be operator during the initial earn-in period. Once Freeport has acquired such 60% interest, Amarc and Freeport will proceed to explore and develop the JOY District through a jointly owned corporation with Freeport assuming project operatorship.
Upon Freeport earning such 60% interest, it can elect, in its sole discretion, to earn an additional 10% in the mineral claims comprising the JOY District, plus other rights and interests (for a total 70% interest) by sole funding a further $75 million within the following five years.
Once Freeport has finalized its earned ownership interest at either the 60% or 70% level, each party will be responsible for funding its own pro-rata share of project costs on a 60:40 or 70:30 basis.
On August 4, 2021, Amarc announced that Freeport had increased its first-year contribution to the Company’s ongoing exploration program at the JOY District from $4 million to $5.5 million. On November 15, 2021, Amarc announced that Freeport had further increased its first-year contribution to the Company’s ongoing exploration program at the JOY District by ~50% – from $4 million to $5.94 million, and on December 15, 2021. During the year ended March 31, 2023, Amarc announced that Freeport continues to earn-in at JOY and advanced approximately CDN$14 million in calendar 2022 for its Year 2 contribution toward the JOY exploration program. Freeport continued to fund it’s earn-in through 2023 and will do so through 2024.
JOY District Royalties
The 100% Amarc owned JOY District comprises the JOY, PINE and Paula Properties, and also the STAKED Claims. The mineral claims comprising the STAKED Claims were staked and are owned 100% by the Company.
On November 21, 2017, Amarc acquired 100% interest in the 7,200 Ha JOY Property from United Minerals Services Ltd., a private vendor. The JOY property is subject to an underlying 3% NSR royalty held by an underlying owner, which is capped at $3.5 million.
On August 29, 2017, Amarc entered into option agreements with each of Gold Fields Toodoggone Exploration Corporation (“Gold Fields”) and Cascadero Copper Corporation (“Cascadero”), which at that time held the PINE Property in a 51%:49% joint venture, that enabled Amarc to purchase 100% of the property. On December 31, 2018, Amarc completed the purchase of Cascadero’s 49% interest in the PINE property (Amarc MD&A December 31, 2018). Further, on December 9, 2019, Amarc announced that it had reached an agreement with Gold Fields to amend the option agreement between the parties and purchased outright the remaining 51% of the PINE Property from Gold Fields (Amarc news release, December 9, 2019).
Gold Fields retains a 2.5% NPI royalty on mineral claims comprising about 96% of the PINE Property and a 1% NSR royalty on the balance of the claims. The NPI royalty can be reduced to 1.25% at any time through the payment to Gold Fields of $2.5 million in cash or shares. The NSR royalty can be reduced to 0.50% through the payment to Gold Fields of $2.5 million in cash or shares.
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| AMARC RESOURCES LTD.<br> <br>MANAGEMENT’S DISCUSSION AND ANALYSIS<br> <br>FOR THE YEAR ENDED MARCH 31, 2024 |
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The PINE Property is subject to a 3% underlying NSR royalty payable from production to a former owner and capped at $5 million payable from production (Amarc November 21, 2017 news release).
In November 2019, Amarc entered into a purchase agreement with two prospectors to acquire 100% of a single mineral claim, called the Paula Property, located internal to the wider JOY District tenure (Amarc MD&A December 31, 2019). The claim is subject to a 1% NSR royalty payable from commercial production that is capped at $0.5 million.
The DUKE Cu-Au District
Amarc’s DUKE District is located 80 km northeast of Smithers in the broader Babine Region, one of BC’s most prolific porphyry Cu-Au belts. The Babine Region, a 40 by 100 km north to northwesterly striking mineralized belt is host to Noranda Mines’ past producing Bell and Granisle Cu-Au mines that produced a total of 1.1 billion pounds of Cu, 634,000 ounces of Au and 3.5 million ounces of Ag^2^, and the advanced stage Morrison Cu-Au deposit that is also held by another company. Amarc’s DUKE porphyry Cu discovery is located 30 km north of the Bell Mine. Extensive infrastructure exists in the District, which primarily relates to the forestry industry but also dates back to mining activity.
The^^722 km^2^ DUKE District includes both the DUKE porphyry Cu deposit target discovery (“DUKE”) and a series of high potential porphyry Cu-Au deposit targets generated from the Company’s ongoing district-scale targeting programs.
The DUKE technical information up and including 2020 is summarized from the Company’s National Instrument 43-101 Technical Report (“DUKE Technical Report”) filed under Amarc’s profile at www.sedarplus.ca and on the Company’s website at www.amarcresources.com/projects/duke-project/technical-report.
Between early December 2022 and mid-March 2023 Amarc commenced delineation drilling of the DUKE Deposit and exploration drilling of the surrounding DUKE Target (Amarc releases January 26, 2023, February 15, 2023 and June 15, 2023). Extensive airborne and surface exploration was completed in 2023 across the DUKE porphyry Cu-Au district (Amarc release November 21, 2023). These comprehensive surveys defined the highest priority targets for 2024 drill testing, which include the Svea deposit target that shares many attributes with some of the premier deposits and occurrences within the Babine Cu-Au Region (Amarc release January 19, 2024) and the new JO porphyry Cu-Au discovery identified by the Company’s comprehensive surveys in 2023 (Amarc release April 16, 2024).
2024 Program
Drilling of the DUKE Deposit and Duke Offset took place in the winter of 2024. Results from the program, further described below, as well as the commencement of drilling at the DUKE District targets were announced in June (see Amarc release June 25, 2024).
Expanding the DUKE Porphyry Cu Deposit
The porphyry Cu system at DUKE Deposit had historically seen only limited drilling. Many of the 21 historical shallow and closely spaced core holes intersected and ended in significant Cu-Mo-Ag-Au mineralization (see Amarc’s Company’s National Instrument 43-101 Technical Report). In the main area of known mineralization, these holes extended to only 124 m vertical depth from surface.
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| AMARC RESOURCES LTD.<br> <br>MANAGEMENT’S DISCUSSION AND ANALYSIS<br> <br>FOR THE YEAR ENDED MARCH 31, 2024 |
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This historical drilling was centered within a restricted part of a robust, 4.7 km historical IP chargeability anomaly, which is thought to have been offset by faulting. When reconstructed, this IP chargeability anomaly has a classic donut shape that was the target of Amarc’s eight core holes completed in 2017 through 2018 (see December 19, 2017 and June 12, 2018 news releases).
Seven of the eight core holes drilled over an area measuring approximately 400 m north-south by 600 m
east-west successfully intersected porphyry Cu-style mineralization to a vertical depth of 360 m. This mineralization remains open to expansion. Notably, a single step-out hole (DK18004) completed by Amarc in 2018 more than 1 km to the north of the seven other Amarc holes, and within the displaced portion of the IP chargeability anomaly, intersected substantial lengths of moderate to low grade Cu and Mo mineralization, confirming a potential extensive lateral dimension to the DUKE porphyry Cu system.
Between early December 2022 and mid-March 202,3 Amarc completed 24 core drill holes (11,086 m) (Table 2 and Amarc release June 15, 2023). Two drill rigs focused on further delineating the DUKE Cu-Mo-Ag-Au Deposit and a third rig tested the shallow overburden covered 4.7 km^2^ IP anomaly surrounding the DUKE Deposit, which is indicative of an expansive mineralized system.
Highlights from the 2022-2023 drilling at the DUKE Deposit include:
| · | 183 m of 0.43% CuEQ^4^ (0.31% Cu, 0.019% Mo, 0.07 g/t Au,1.5 g/t Ag) in hole DK22009 |
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| · | 217 m of 0.45% CuEQ (0.33% Cu, 0.018% Mo, 0.08 g/t Au, 1.5 g/t Ag) in hole DK22010 |
| · | 30 m of 0.47% CuEQ (0.36 % Cu, 0.015% Mo, 0.06 g/t Au, 3.2 g/t Ag) in hole DK23012 |
| · | 30 m of 0.43% CuEQ (0.31% Cu, 0.014% Mo, 0.09 g/t Au, 1.6 g/t Ag), and |
| | 33 m of 0.44% CuEQ (0.20% Cu, 0.053% Mo, 0.06 g/t Au, 1.3 g/t Ag) in hole DK23015 |
| · | 82 m of 0.41% CuEQ (0.30% Cu, 0.017% Mo, 0.06 g/t Au, 1.1 g/t Ag) in hole DK23022 |
| · | 36 m of 0.47% CuEQ (0.34% Cu, 0.024% Mo, 0.06 g/t Au, 1.5 g/t Ag) in hole DK23024 |
| · | 33 m of 0.40% CuEQ (0.30% Cu, 0.017% Mo, 0.05 g/t Au, 1.5 g/t Ag) in hole DK23026 |
4 See Table 2, Note 4 - copper equivalent (CuEQ) calculations use metal prices of: Cu US$4.00/lb , Mo US$15.00/lb, Au US$1,800.00/oz, and Ag US$24.00/oz and conceptual recoveries of: Cu 85%, Mo 82%, Au 72% and 67% Ag.
Of the 24 holes drilled in 2022-2023, 16 widely spaced drill holes (7,552 m) were completed to further delineate the DUKE Deposit. These holes have increased the size of the DUKE Deposit porphyry Cu–Mo-Ag-Au system, and, also, Amarc’s understanding of the controls on mineralization in the DUKE District. An exploration template was developed to effectively screen and advance the additional 16 priority exploration targets within the extensive DUKE District tenure. This rapid advance in understanding the controls on mineralization at the DUKE Deposit provides a higher probability of success in these regional target areas.
Drill holes at the DUKE Deposit were sited on a nominal 200 m grid as step-outs from previous Amarc drilling. These holes confirmed that the DUKE Deposit extends to depths of at least 600 m, and also expanded the deposit footprint laterally to over 650 m north-south by 800 m east-west. In addition, on-going detailed geological interpretation and modelling indicates strong potential for further expansion of the deposit laterally, and especially to the east. A notable characteristic of the porphyry Cu-Mo-Ag-Au mineralization in these widely spaced holes is the presence of zones of higher grade mineralization within broader envelopes of comparatively moderate grade.
The DUKE Deposit consists of a series of Babine porphyry intrusions which were emplaced into volcanic and sedimentary rocks. The resulting contact zones are characterized by elevated Cu–Mo grades, often over several tens of metres in width, in both the intrusions and the adjacent volcanic and sedimentary rocks. The extension of significant Cu–Mo mineralization from the intrusions into the enclosing volcanic and sedimentary rocks greatly expands the DUKE Deposit volume potential.
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| AMARC RESOURCES LTD.<br> <br>MANAGEMENT’S DISCUSSION AND ANALYSIS<br> <br>FOR THE YEAR ENDED MARCH 31, 2024 |
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Table 2: DUKE DEPOSIT 2022-2023 DRILL PROGRAM ASSAY RESULTS
DUKE Deposit Drill Holes
| Drill<br> <br>Hole^5^ | Azim<br> <br>(°) | Dip<br> <br>(°) | EOH<br> <br>(m) | Incl. | From<br> <br>( m) | To<br> <br>(m) | Int.^1,2,3^<br> <br>(m) | CuEQ^4^<br> <br>(%) | Cu<br> <br>(%) | Mo<br> <br>(%) | Au<br> <br>(g/t) | Ag<br> <br>(g/t) |
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| DK22009 | 0 | -90 | 551 | | 9.40 | 551.00 | 541.60 | 0.33 | 0.24 | 0.016 | 0.04 | 1.2 |
| | | | | Incl. | 9.40 | 247.62 | 238.22 | 0.39 | 0.29 | 0.016 | 0.06 | 1.4 |
| | | | | and | 65.00 | 247.62 | 182.62 | 0.43 | 0.31 | 0.019 | 0.07 | 1.5 |
| | | | | and | 122.00 | 247.62 | 125.62 | 0.52 | 0.38 | 0.024 | 0.08 | 1.8 |
| | | | | and | 128.00 | 161.00 | 33.00 | 0.59 | 0.42 | 0.028 | 0.10 | 1.8 |
| | | | | and | 176.00 | 245.00 | 69.00 | 0.57 | 0.42 | 0.023 | 0.09 | 2.1 |
| | | | | Incl. | 289.88 | 376.90 | 87.02 | 0.36 | 0.25 | 0.020 | 0.05 | 1.5 |
| | | | | and | 289.88 | 336.87 | 46.99 | 0.43 | 0.31 | 0.022 | 0.06 | 1.7 |
| | | | | Incl. | 406.12 | 551.00 | 144.88 | 0.31 | 0.22 | 0.018 | 0.03 | 1.1 |
| | | | | and | 412.00 | 488.00 | 76.00 | 0.38 | 0.28 | 0.018 | 0.04 | 1.4 |
| | | | | and | 412.00 | 434.00 | 22.00 | 0.42 | 0.31 | 0.022 | 0.04 | 1.5 |
| | | | | and | 459.54 | 488.00 | 28.46 | 0.41 | 0.30 | 0.018 | 0.05 | 1.5 |
| DK22010 | 0 | -90 | 566 | | 8.63 | 566.00 | 557.37 | 0.36 | 0.25 | 0.018 | 0.06 | 1.4 |
| | | | | Incl. | 8.63 | 317.56 | 308.93 | 0.42 | 0.31 | 0.017 | 0.08 | 1.8 |
| | | | | and | 101.00 | 317.56 | 216.56 | 0.45 | 0.33 | 0.018 | 0.08 | 1.5 |
| | | | | and | 185.00 | 206.00 | 21.00 | 0.48 | 0.38 | 0.012 | 0.08 | 1.6 |
| | | | | and | 243.45 | 300.75 | 57.30 | 0.68 | 0.50 | 0.027 | 0.13 | 2.0 |
| | | | | Incl. | 338.00 | 368.00 | 30.00 | 0.49 | 0.33 | 0.030 | 0.08 | 1.3 |
| DK23013 | 0 | -90 | 576 | | 255.00 | 261.00 | 6.00 | 0.30 | 0.24 | 0.008 | 0.04 | 0.9 |
| | | | | | 273.00 | 294.00 | 21.00 | 0.23 | 0.18 | 0.006 | 0.03 | 0.9 |
| | | | | | 517.85 | 528.00 | 10.15 | 0.22 | 0.17 | 0.006 | 0.04 | 0.9 |
| DK23015 | 0 | -50 | 546 | | 7.70 | 75.00 | 67.30 | 0.35 | 0.25 | 0.012 | 0.07 | 1.5 |
| | | | | Incl. | 21.00 | 51.00 | 30.00 | 0.43 | 0.31 | 0.014 | 0.09 | 1.6 |
| | | | | | 231.00 | 261.00 | 30.00 | 0.21 | 0.16 | 0.004 | 0.06 | 0.8 |
| | | | | | 339.00 | 372.00 | 33.00 | 0.44 | 0.20 | 0.053 | 0.06 | 1.3 |
| DK23017 | 248 | -50 | 262.83 | | 25.92 | 128.00 | 102.08 | 0.17 | 0.14 | 0.005 | 0.02 | 0.6 |
| | | | | Incl. | 25.92 | 55.70 | 29.78 | 0.23 | 0.18 | 0.006 | 0.04 | 0.7 |
| | | | | and | 34.00 | 49.00 | 15.00 | 0.28 | 0.21 | 0.008 | 0.07 | 0.7 |
| DK23018 | 0 | -90 | 519 | | 4.89 | 117.00 | 112.11 | 0.16 | 0.13 | 0.004 | 0.03 | 0.6 |
| | | | | Incl. | 9.00 | 45.00 | 36.00 | 0.23 | 0.18 | 0.009 | 0.04 | 0.8 |
| DK23019 | 0 | -90 | 570 | | 15.85 | 77.00 | 61.15 | 0.28 | 0.23 | 0.008 | 0.02 | 1.1 |
| | | | | Incl. | 15.85 | 24.00 | 8.15 | 0.49 | 0.41 | 0.010 | 0.04 | 2.1 |
| | | | | Incl. | 45.00 | 62.00 | 17.00 | 0.33 | 0.28 | 0.008 | 0.03 | 1.2 |
| | | | | | 207.00 | 346.00 | 139.00 | 0.17 | 0.13 | 0.008 | 0.02 | 0.7 |
| | | | | Incl. | 251.00 | 267.00 | 16.00 | 0.25 | 0.21 | 0.004 | 0.02 | 1.5 |
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| AMARC RESOURCES LTD.<br> <br>MANAGEMENT’S DISCUSSION AND ANALYSIS<br> <br>FOR THE YEAR ENDED MARCH 31, 2024 |
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| Drill<br> <br>Hole^5^ | Azim<br> <br>(°) | Dip<br> <br>(°) | EOH<br> <br>(m) | Incl. | From<br> <br>(m) | To<br> <br>(m) | Int.^1,2,3^<br> <br>(m) | CuEQ^4^<br> <br>(%) | Cu<br> <br>(%) | Mo<br> <br>(%) | Au<br> <br>(g/t) | Ag<br> <br>(g/t) |
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| DK23019 | | | | | 381.00 | 570.00 | 189.00 | 0.20 | 0.14 | 0.013 | 0.02 | 0.6 |
| | | | | Incl. | 396.00 | 409.84 | 13.84 | 0.26 | 0.17 | 0.020 | 0.03 | 0.9 |
| | | | | Incl. | 453.00 | 491.00 | 38.00 | 0.22 | 0.15 | 0.016 | 0.02 | 0.8 |
| | | | | Incl. | 512.00 | 570.00 | 58.00 | 0.22 | 0.17 | 0.011 | 0.02 | 0.5 |
| DK23020 | 0 | -90 | 540 | | 10.07 | 180.00 | 169.93 | 0.26 | 0.20 | 0.009 | 0.04 | 0.9 |
| | | | | Incl. | 13.16 | 45.00 | 31.84 | 0.29 | 0.22 | 0.009 | 0.04 | 1.0 |
| | | | | Incl. | 90.00 | 123.00 | 33.00 | 0.27 | 0.22 | 0.009 | 0.03 | 1.0 |
| | | | | Incl. | 135.00 | 165.00 | 30.00 | 0.38 | 0.30 | 0.013 | 0.05 | 1.0 |
| | | | | | 258.00 | 450.00 | 192.00 | 0.19 | 0.13 | 0.008 | 0.04 | 0.7 |
| | | | | Incl. | 345.00 | 366.00 | 21.00 | 0.24 | 0.19 | 0.006 | 0.03 | 0.9 |
| | | | | | 516.00 | 528.00 | 12.00 | 0.31 | 0.20 | 0.013 | 0.10 | 0.9 |
| DK23021 | 88 | -45 | 615 | | 160.00 | 375.00 | 215.00 | 0.21 | 0.16 | 0.007 | 0.03 | 1.2 |
| | | | | Incl. | 261.00 | 334.15 | 73.15 | 0.33 | 0.26 | 0.009 | 0.04 | 2.4 |
| | | | | and | 279.00 | 309.00 | 30.00 | 0.49 | 0.39 | 0.012 | 0.07 | 1.9 |
| DK23022 | 0 | -90 | 600.62 | | 27.01 | 196.50 | 169.49 | 0.33 | 0.25 | 0.014 | 0.05 | 0.9 |
| | | | | Incl. | 50.00 | 165.00 | 115.00 | 0.38 | 0.28 | 0.017 | 0.06 | 1.0 |
| | | | | and | 62.00 | 144.50 | 82.50 | 0.41 | 0.30 | 0.017 | 0.06 | 1.1 |
| | | | | | 231.50 | 439.87 | 208.37 | 0.20 | 0.15 | 0.010 | 0.02 | 0.9 |
| | | | | Incl. | 233.63 | 272.00 | 38.37 | 0.29 | 0.23 | 0.011 | 0.03 | 1.0 |
| | | | | | 515.95 | 600.62 | 84.67 | 0.26 | 0.19 | 0.013 | 0.03 | 1.2 |
| | | | | Incl. | 518.20 | 544.00 | 25.80 | 0.34 | 0.26 | 0.012 | 0.04 | 1.6 |
| DK23023 | 88 | -45 | 385.15 | | 15.40 | 123.09 | 107.69 | 0.19 | 0.15 | 0.005 | 0.03 | 0.8 |
| | | | | | 21.00 | 42.00 | 21.00 | 0.24 | 0.19 | 0.008 | 0.04 | 0.7 |
| | | | | | 102.00 | 117.00 | 15.00 | 0.33 | 0.28 | 0.003 | 0.05 | 2.2 |
| DK23024 | 0 | -90 | 188.18 | | 10.20 | 56.00 | 45.80 | 0.32 | 0.24 | 0.012 | 0.04 | 1.1 |
| | | | | Incl. | 10.20 | 21.00 | 10.80 | 0.41 | 0.32 | 0.013 | 0.06 | 1.3 |
| | | | | | 117.64 | 153.40 | 35.76 | 0.47 | 0.34 | 0.024 | 0.06 | 1.5 |
| DK23025 | 0 | -90 | 147 | No significant intercepts | | | | | | | | |
| DK23026 | 0 | -90 | 600 | | 12.15 | 55.80 | 43.65 | 0.31 | 0.24 | 0.010 | 0.04 | 1.1 |
| | | | | | 12.15 | 27.00 | 14.85 | 0.38 | 0.30 | 0.012 | 0.05 | 1.3 |
| | | | | | 120.34 | 153.16 | 32.82 | 0.40 | 0.30 | 0.017 | 0.05 | 1.5 |
| | | | | | 268.24 | 600.00 | 331.76 | 0.25 | 0.18 | 0.014 | 0.02 | 0.8 |
| | | | | Incl. | 268.24 | 288.27 | 20.03 | 0.41 | 0.30 | 0.022 | 0.04 | 1.3 |
| | | | | Incl. | 405.00 | 522.40 | 117.40 | 0.28 | 0.20 | 0.014 | 0.03 | 0.8 |
| | | | | and | 429.00 | 444.44 | 15.44 | 0.39 | 0.28 | 0.021 | 0.04 | 1.0 |
| | | | | Incl. | 543.00 | 567.00 | 24.00 | 0.37 | 0.30 | 0.010 | 0.04 | 1.2 |
| DK23027 | 268 | -45 | 324 | | 29.00 | 71.95 | 42.95 | 0.27 | 0.20 | 0.012 | 0.04 | 1.0 |
| DK23028 | 88 | -75 | 561 | | 103.65 | 323.74 | 220.09 | 0.23 | 0.15 | 0.017 | 0.03 | 0.9 |
| | | | | Incl. | 216.00 | 273.00 | 57.00 | 0.27 | 0.19 | 0.018 | 0.02 | 0.8 |
| | | | | | 381.00 | 438.61 | 57.61 | 0.20 | 0.12 | 0.016 | 0.02 | 0.7 |
| | | | | Incl. | 419.14 | 431.79 | 12.65 | 0.29 | 0.20 | 0.017 | 0.03 | 1.2 |
| | | | | | 471.54 | 561.00 | 89.46 | 0.16 | 0.11 | 0.011 | 0.02 | 0.6 |
| -19- |
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| AMARC RESOURCES LTD.<br> <br>MANAGEMENT’S DISCUSSION AND ANALYSIS<br> <br>FOR THE YEAR ENDED MARCH 31, 2024 |
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Drills Holes in the Surrounding 4.7 km^2^ DUKE Deposit Target
| Drill<br> <br>Hole^5^ | Azim.<br> <br>(°) | Dip<br> <br>(°) | EOH<br> <br>(m) | Incl. | From<br> <br>(m) | To<br> <br>(m) | Int.^1,2,3^<br> <br>^^(m) | CuEQ^4^<br> <br>(%) | Cu<br> <br>(%) | Mo<br> <br>(%) | Au<br> <br>(g/t) | Ag<br> <br>(g/t) |
|---|
| DK23011 | 90 | -60 | 524 | No significant intercepts | | | | | | | | |
| DK23012 | 90 | -50 | 416 | | 192.00 | 297.00 | 105.00 | 0.26 | 0.16 | 0.008 | 0.10 | 1.4 |
| | | | | Incl. | 243.00 | 294.00 | 51.00 | 0.34 | 0.26 | 0.012 | 0.04 | 2.2 |
| | | | | and | 264.00 | 294.00 | 30.00 | 0.47 | 0.36 | 0.015 | 0.06 | 3.2 |
| DK23014 | 270 | -61 | 497 | | 14.62 | 56.00 | 41.38 | 0.18 | 0.12 | 0.007 | 0.06 | 0.7 |
| | | | | Incl. | 17.00 | 29.00 | 12.00 | 0.24 | 0.14 | 0.006 | 0.13 | 0.9 |
| | | | | | 158.00 | 185.00 | 27.00 | 0.16 | 0.11 | 0.005 | 0.05 | 0.8 |
| DK23016 | 90 | -45 | 500 | No significant intercepts | | | | | | | | |
| DK23029 | 90 | -45 | 350 | No significant intercepts | | | | | | | | |
| DK23030 | 268 | -45 | 462 | No significant intercepts | | | | | | | | |
| DK23031 | 268 | -45 | 386 | No significant intercepts | | | | | | | | |
| DK23032 | 268 | -45 | 399 | No significant intercepts | | | | | | | | |
| >0.30% CuEQ |
|---|
| 0.15 – 0.30% CuEQ |
Notes:
| 1. | Widths reported are drill widths, such that true thicknesses are unknown. |
|---|
| 2. | All assay intervals represent length-weighted averages. |
| 3. | Some figures may not sum exactly due to rounding. |
| 4. | Copper equivalent (CuEQ) calculations use metal process prices of: Cu US$4.00/lb, Au US$1800/oz., Ag US$24/oz. and Mo US$15/lb and conceptual recoveries of: Cu 85%, Mo 82%, Au 72% and 67% Ag. Conversion of metals to an equivalent copper grade based on these metal prices is relative to the copper price per unit mass factored by conceptual recoveries for those metals normalized to the conceptualized copper recovery. The metal equivalencies for each metal are added to the copper grade. The general formula for this is: CuEQ% = Cu% + ((Au g/t * (Au recovery / Cu recovery) * (Au $ per oz./31.1034768 / Cu $ per lb. * 22.04623)) + ((Ag g/t * (Ag recovery / Cu recovery) * (Ag $ per oz./ 31.1034768 / Cu $ per lb. * 2204623)) + ((Mo% * (Mo recovery / Cu recovery) * (Mo $ per lb.) / Cu $ per lb.)). |
| 5. | The collar locations in UTM NAD83, Zone 9N coordinates for drill holes are provided in Amarc release June 15, 2023. |
During the winter of 2024, two rigs continued with delineation drilling of the DUKE Cu-Mo Deposit and testing the DUKE Offset Amarc news release June 25, 2024). Nine core holes were drilled, totalling some 4,828.2 m. Assay data is provided in Tables 3 and 4. Seven of the 9 drill holes intersected Cu-Mo mineralization above an approximate grade of 0.15% CuEQ (see Note 4 to Table 2) over widths of 104 m to 385 m.
DUKE Deposit
Highlights from the 2024 winter drilling at the DUKE Deposit include:
| · | 71 m of 0.45% CuEQ (0.35% Cu, 0.016% Mo, 0.06 g/t Au, 1.6 g/t Ag) and |
|---|
| | 104 m of 0.38% CuEQ (0.29% Cu, 0.016% Mo, 0.06 g/t Au, 1.3 g/t Ag) in hole DK24033 |
| · | 110 m of 0.38% CuEQ (0.25% Cu, 0.028% Mo, 0.04 g/t Au, 1.1 g/t Ag) and |
| | 30 m of 0.39% CuEQ (0.26% Cu, 0.025% Mo, 0.05 g/t Au, 1.4 g/t Ag) in hole DK24034 |
| · | 30 m of 0.44% CuEQ (0.35% Cu, 0.013% Mo, 0.05 g/t Au, 1.5 g/t Ag) within |
| | 203 m of 0.28% CuEQ (0.2% Cu, 0.015% Mo, 0.03 g/t Au, 1.0 g/t Ag) in hole DK24035 |
| · | 48 m of 0.34% CuEQ (0.26% Cu, 0.010% Mo, 0.05 g/t Au, 1.8 g/t Ag) in hole DK24036 |
| · | 15 m of 0.69% CuEQ (0.52% Cu, 0.024% Mo, 0.11 g/t Au, 1.9 g/t Ag) and |
| | 29 m of 0.47% CuEQ (0.31% Cu, 0.030% Mo, 0.06 g/t Au, 1.7 g/t Ag) within |
| | 208 m of 0.26% CuEQ (0.19% Cu, 0.013% Mo, 0.04 g/t Au and 1.0 g/t Ag) in hole DK24037 |
| -20- |
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| AMARC RESOURCES LTD.<br> <br>MANAGEMENT’S DISCUSSION AND ANALYSIS<br> <br>FOR THE YEAR ENDED MARCH 31, 2024 |
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A new and positive structural element, the South Graben Fault (“SGF”) was recognized principally from the results of drill hole DK24036. The SGF, like many other mineralized corridors in the Babine, likely has a spatial relationship to the development of significant Cu-Mo mineralized zones. Notably, recognition of the SGF indicates the possibility to expand the DUKE Deposit over a potential strike length of 700 m. A few short historical holes drilled in the 1970’s cut the shallowest portions of this targeted volume. In most cases the holes were well mineralized, for example, 70-02 returned 113 m of 0.38% CuEQ (0.29% Cu, 0.012% Mo 0.06 g/t Au, 1.1 g/t Ag) including 12 m of 0.51% CuEQ (0.41% Cu, 0.010% Mo, 0.09 g/t Au, 1.6 g/t Ag) (see DUKE Technical Report).
Using orientated core drilling and changing drilling orientations to along north-south sections (from previous east-west sections) provided valuable information for the modelling of the Deposit. This knowledge is also being applied to the drill testing of deposit targets in the DUKE District.
DUKE Offset Drill Results
Drill holes DK24038 and DK24040 returned important Cu-Mo intercepts and with a previously reported intercept in DK18004 (see Amarc release June 12, 2018) are outlining a newly recognized volume of mineralized rock to the west of the DUKE Fault which represents a portion of the DUKE Deposit that was displaced some 450 to 500 m northwards. The initial drilling suggests that this new target has a strike length of approximately 500 m and an estimated true width of around 120 m. It remains to be fully drill delineated.
Importantly, the new accurate determination of the displacement along the DUKE Fault permits targeting - for the first time - the location of the fault-offset portion of the Cu-Mo-Au mineralization intersected in hole DK 17001 (see Amarc release see Amarc release June 12, 2018). The last 93.5 m of this drill hole cut 0.31% CuEQ (0.23% Cu, 0.001% Mo, 2.7 g/t Ag, 0.12 g/t Au), including a significant Au intersection of 0.68 g/t Au over 9 m from 509 to 518.5 m at the bottom of the hole.
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| AMARC RESOURCES LTD.<br> <br>MANAGEMENT’S DISCUSSION AND ANALYSIS<br> <br>FOR THE YEAR ENDED MARCH 31, 2024 |
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Table 3: DUKE Deposit 2024 Assay Results
| Drill<br> <br>Hole^5^ | Azim<br> <br>(°) | Dip<br> <br>(°) | EOH<br> <br>(m) | Incl. | From<br> <br>(m) | To<br> <br>(m) | Int.^1,2,3^<br> <br>(m) | CuEQ^4^<br> <br>(%) | Cu<br> <br>(%) | Mo<br> <br>(%) | Au<br> <br>(g/t) | Ag<br> <br>(g/t) |
|---|
| DK24033 | 0 | -45 | 704 | | 347.10 | 507.00 | 159.90 | 0.34 | 0.25 | 0.014 | 0.05 | 1.1 |
| | | | | Incl. | 347.10 | 451.00 | 103.90 | 0.38 | 0.29 | 0.016 | 0.06 | 1.3 |
| | | | | and | 364.50 | 436.00 | 71.50 | 0.45 | 0.35 | 0.016 | 0.06 | 1.6 |
| DK24034 | 0 | -45 | 730.4 | | 54.00 | 81.00 | 27.00 | 0.21 | 0.18 | 0.006 | 0.01 | 0.7 |
| | | | | | 108.00 | 123.00 | 15.00 | 0.27 | 0.22 | 0.008 | 0.02 | 1.0 |
| | | | | | 229.00 | 339.35 | 110.35 | 0.38 | 0.25 | 0.028 | 0.04 | 1.1 |
| | | | | | 379.00 | 520.40 | 141.40 | 0.32 | 0.21 | 0.021 | 0.04 | 1.1 |
| | | | | Incl. | 472.40 | 502.40 | 30.00 | 0.39 | 0.26 | 0.025 | 0.05 | 1.4 |
| DK24035 | 180 | -44 | 749 | | 176.00 | 203.50 | 27.50 | 0.27 | 0.16 | 0.023 | 0.03 | 0.9 |
| | | | | Incl. | 176.00 | 185.00 | 9.00 | 0.48 | 0.25 | 0.054 | 0.04 | 1.1 |
| | | | | | 221.00 | 242.90 | 21.90 | 0.24 | 0.17 | 0.014 | 0.02 | 0.9 |
| | | | | | 280.00 | 298.53 | 18.53 | 0.25 | 0.19 | 0.011 | 0.03 | 1.1 |
| | | | | | 385.70 | 589.10 | 203.40 | 0.28 | 0.20 | 0.015 | 0.03 | 1.0 |
| | | | | Incl. | 430.88 | 485.90 | 55.02 | 0.31 | 0.21 | 0.020 | 0.03 | 1.2 |
| | | | | Incl. | 506.00 | 587.00 | 81.00 | 0.31 | 0.24 | 0.013 | 0.03 | 1.0 |
| | | | | and | 557.00 | 587.00 | 30.00 | 0.44 | 0.35 | 0.013 | 0.05 | 1.5 |
| | | | | | 662.00 | 738.37 | 76.37 | 0.23 | 0.16 | 0.017 | 0.02 | 0.7 |
| DK24036 | 0 | -44 | 605 | | 105.00 | 153.00 | 48.00 | 0.34 | 0.26 | 0.010 | 0.05 | 1.8 |
| | | | | | 239.00 | 376.00 | 137.00 | 0.21 | 0.15 | 0.009 | 0.03 | 0.7 |
| | | | | Incl. | 239.00 | 312.00 | 73.00 | 0.25 | 0.19 | 0.009 | 0.04 | 0.8 |
| DK24037 | 180 | -44 | 794 | | 371.00 | 756.12 | 385.12 | 0.23 | 0.16 | 0.014 | 0.03 | 0.8 |
| | | | | Incl. | 371.00 | 579.50 | 208.50 | 0.26 | 0.19 | 0.013 | 0.04 | 1.0 |
| | | | | and | 389.00 | 480.72 | 91.72 | 0.28 | 0.21 | 0.011 | 0.04 | 1.1 |
| | | | | and | 466.06 | 480.72 | 14.66 | 0.69 | 0.52 | 0.024 | 0.11 | 2.9 |
| | | | | and | 496.85 | 551.00 | 54.15 | 0.37 | 0.25 | 0.022 | 0.04 | 1.3 |
| | | | | and | 496.85 | 526.00 | 29.15 | 0.47 | 0.31 | 0.030 | 0.06 | 1.7 |
| | | | | Incl. | 602.54 | 612.47 | 9.93 | 0.32 | 0.17 | 0.035 | 0.03 | 0.8 |
| | | | | Incl. | 636.36 | 756.12 | 119.76 | 0.22 | 0.15 | 0.015 | 0.02 | 0.6 |
| | | | | and | 636.36 | 697.30 | 60.94 | 0.26 | 0.17 | 0.020 | 0.02 | 0.8 |
| | | | | and | 656.00 | 697.30 | 41.30 | 0.29 | 0.19 | 0.023 | 0.03 | 0.8 |
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| AMARC RESOURCES LTD.<br> <br>MANAGEMENT’S DISCUSSION AND ANALYSIS<br> <br>FOR THE YEAR ENDED MARCH 31, 2024 |
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Table 4: DUKE Deposit Offset Drill Holes
| Drill<br> <br>Hole^5^ | Azim<br> <br>(°) | Dip<br> <br>(°) | EOH<br> <br>(m) | Incl. | From<br> <br>(m) | To<br> <br>(m) | Int.^1,2,3^<br> <br>(m) | CuEQ^4^<br> <br>(%) | Cu<br> <br>(%) | Mo<br> <br>(%) | Au<br> <br>(g/t) | Ag<br> <br>(g/t) |
|---|
| DK24038 | 90 | -46 | 296 | | 64.00 | 195.00 | 131.00 | 0.21 | 0.15 | 0.011 | 0.04 | 0.8 |
| | | | | Incl. | 64.00 | 84.00 | 20.00 | 0.28 | 0.21 | 0.008 | 0.06 | 1.1 |
| | | | | and | 76.87 | 84.00 | 7.13 | 0.37 | 0.28 | 0.010 | 0.08 | 1.4 |
| DK24039 | 270 | -45 | 182 | | 32.00 | 88.00 | 56.00 | 0.15 | 0.13 | 0.003 | 0.02 | 1.0 |
| DK24040 | 90 | -50 | 392.8 | | 68.00 | 282.00 | 214.00 | 0.24 | 0.17 | 0.012 | 0.03 | 0.9 |
| | | | | Incl. | 148.00 | 282.00 | 134.00 | 0.26 | 0.18 | 0.014 | 0.04 | 0.9 |
| | | | | and | 212.76 | 282.00 | 69.24 | 0.28 | 0.19 | 0.017 | 0.05 | 0.9 |
| | | | | and | 248.00 | 282.00 | 34.00 | 0.30 | 0.20 | 0.018 | 0.05 | 0.9 |
| DK24041 | 90 | -45 | 375 | No significant intercepts | | | | | | | | |
| >0.30% CuEQ |
|---|
| 0.15 - 0 30% CuEQ |
Notes:
For Notes 1-4 see Table 2.
- The collar locations in UTM NAD83, Zone 9N coordinates for drill holes are listed in Amarc release dated June 25, 2024.
Duke District Porphyry Cu-Au Targets
Appreciating the Cu-Au prospectivity of the Babine District and its relatively unexplored nature due to the **** widespread glacial cover (4 m to 18 m thick in the Amarc DUKE discovery drill holes), Amarc completed a comprehensive compilation of government and historical data over the entire DUKE District. This integrated study provided a new interpretation of the geological, geochemical and geophysical characteristics of the Babine District, identifying 16 previously unrecognized high potential porphyry Cu-Au deposit targets. These target areas were defined, for example, by anomalous Cu-Au-Mo-Ag (and other porphyry indicator elements) till geochemistry, till samples with identified grains of bornite, chalcopyrite and/or favorable biotite feldspar porphyry, compelling up-ice magnetic geophysics features, and indications of structural control along faults emanating from large deep-seated regional structures that likely controlled the emplacement of the prospective intrusions, along with numerous other scientific vectors.
In May 2023, Amarc remobilized its exploration team completing extensive airborne and ground exploration surveys to assess the 16 prioritized porphyry Cu-Au targets across the DUKE District to define targets for 2024 drill testing (Amarc releases May 17, 2023 and November 21, 2023). Exploration activities included:
| · | 5,759 line-km of high-resolution airborne magnetics |
|---|
| · | 678 km^2^of LiDAR |
| · | 68 line-km of ground magnetics |
| · | 122 line-km of IP geophysics |
| · | 6,079 grid soil sample geochemistry analyses |
| · | 315 rock sample geochemistry analyses |
| · | Framework and localized detailed geological mapping |
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| AMARC RESOURCES LTD.<br> <br>MANAGEMENT’S DISCUSSION AND ANALYSIS<br> <br>FOR THE YEAR ENDED MARCH 31, 2024 |
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The results of this successful program defined six deposit targets for drill testing including the Svea Target, JO Target and also a pipeline of additional porphyry copper-gold targets for further assessment prior to drill testing (Amarc releases January 19, 2024 and April 16, 2024).
The Svea deposit target shares many attributes with some of the premier deposits and occurrences within the Babine Cu-Au Region including:
| · | An association with regional scale faults and mineralized corridors; |
|---|
| · | An association with volumetrically significant, Eocene-age biotite-feldspar porphyry (“BFP”) intrusions as detailed in geological survey work: the 1,500 m strike length of the BFP intrusions at Svea, is notably larger than historical interpretations, and is comparable with known BFP-related deposits in this district; |
| · | An association with widespread hydrothermal fluid flow paths as defined by sheeted and stockwork vein sets, vein density and sulphide development; |
| · | An association with a large 7 km^2^ IP chargeability anomaly underlying the interpreted mineralized system; |
| · | An association with widespread and strong, Cu-Au-Mo-in-soil geochemical anomalies: extensive Cu-in-soil geochemical anomalies exceeding 100 ppm with internal areas of ≥250 ppm over 1,000 m by 200 m and 500 m by 300 m ; and |
| · | An association with both Cu and Au in historical drilling*: limited drilling of 12 short, median 61 m long, drill holes completed in 1969 and 1975 by Texas Gulf Sulphur Co. intersected mineralization, suggesting the BFP’s at Svea can be associated with significant Cu and Au contents. Historical Cu assays are available for only nine of these drill holes, and these indicate varying degrees of Cu mineralization which is interpreted to be due, at least in part, to the presence of inter- and post-mineralization intrusions in which many holes terminated early. An example is historical drill hole DDH 69-3, which returned 0.36% Cu and 0.18 g/t Au over 23.7 m within 0.27% Cu over the total drilled length of 57 m terminating in a post mineral intrusion. Nearby hole DDH 69-4 intersected 0.37% Cu and 0.18 g/t Au over 30.5 m. |
*Copper assays for nine 1969 Texas Gulf drilling are from copies of original drill logs, accessed at https://propertyfile.gov.bc.ca/showDocument.aspx?docno=830869 (BC Ministry of Energy, Mines and Petroleum Resources (“BC MEMPR”) Property File Document 830869), and for gold in from Carter, 1992, Geological and Geochemical Report, Sampling of Diamond Drill Cores and Soil Sampling, on the Trail Mineral Claim, 31 pages, BC MEMPR Assessment Report 22719. Assay summaries are available for some of these historical drill hole, but much of the assay data, along with drill logs, is not available. These results are historical in nature and at the time of this release have not been verified by Amarc Resources or its Qualified Person, as the drill core, and original sample material are not available, however, the Company intends to verify this information through drilling during its summer 2024 campaign.
The JO discovery also shares an association with regional scale faults and a correlation with other BFP-related porphyry Cu-Au deposits in the Babine through its presumed Eocene age, alteration style and association with regional scale structural controls. JO is also characterized by:
| · | Coincident IP chargeability and magnetic geophysical anomalies. Initial grab sampling of outcrop within the target returned 0.18% Cu, 0.52 g/t Au, 16 g/t Ag and 55 ppm Mo (see Amarc release April 16, 2024). |
|---|
| · | The distribution of silver in reconnaissance soil samples suggests that the Cu-Au mineralized BFP lies close to a north-northwest striking deformation zone. |
| · | An association with a substantial 3 km^2^ Induced Polarization (“IP”) chargeability anomaly (+15 mV/V) identifying a potential sulphide mineralized system (Figure 2). |
| -24- |
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| AMARC RESOURCES LTD.<br> <br>MANAGEMENT’S DISCUSSION AND ANALYSIS<br> <br>FOR THE YEAR ENDED MARCH 31, 2024 |
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| · | Within this IP chargeability anomaly, a strong 1 km oval-shaped lobe of higher chargeability (+20 mV/V) located toward the east hosts a rare occurrence of BFP in the target area, which is covered by extensive glacial till. This occurrence is also located on the eastern flanks of a magnetic high. |
|---|
| · | Well developed porphyry-style potassic alteration characterized by both secondary biotite and orthoclase, with disseminated chalcopyrite. The discovery composite rock sample, comprised of five to six chips from a number of mineralized angular boulders on top of an outcrop, returned 0.18% Cu, 0.52 g/t Au, 16.05 g/t Ag and 55 ppm Mo. |
| · | A second strong IP chargeability high lobe with similar dimensions and magnetic anomalies is located some 1,500 m to the west of the above. This area also has extensive surficial cover and a bedrock source has not yet been identified. |
| · | Due to the extensive glacial cover, LiDAR survey data is being used to interpret grid soil geochemical data. |
As mentioned, Amarc is drill testing the Svea deposit target and JO emerging target during the summer 2024 drill season.
DUKE District Agreement with Boliden
On November 22, 2022, Amarc announced it had entered into an agreement (the “Agreement”) with Boliden Mineral Canada Ltd. (“Boliden”), a wholly-owned subsidiary of the Boliden Group.
Under the terms of the Agreement Boliden has a two-staged option to earn up to a 70% interest in the DUKE District.
To earn an initial 60% interest Boliden must fund CDN$30 million of exploration and development expenditures within four years of the effective date of the Agreement, of which CDN$5 million is a committed amount to be spent in 2022 and early 2023. Amarc will be the operator during this initial earn-in stage.
Upon earning a 60% interest, Boliden can elect to earn an additional 10% interest in the Duke District, for an aggregate 70% interest, by funding an additional CDN$60 million of exploration and development expenditures at a minimum rate of CDN$10 million per year over the ensuing six years. Once Boliden has earned a 60% interest it will also have the right to become the operator.
Upon Boliden finalizing its earned ownership interest, Amarc and Boliden will form either a 60:40 or 70:30 unincorporated joint venture to further advance the Duke District. At that stage each party will be responsible for funding its own pro-rata share of project costs, or be subject to customary equity dilution.
Boliden invested $10 million through to December 31, 2023 and will invest an additional $10 million through to the end of 2024 (see Amarc release December 13, 2023).
DUKE District Capped Royalty
Amarc holds 100% interest in the 722 km^2^ DUKE District which is largely free of any underlying royalty.
On September 5, 2023, Amarc announced that it may acquire 100% interest in a group of mineral claims covering some 2.34 km^2^subject to a 2% Net Smelter Returns royalty retained by the underlying owner that is capped at $10 million, by issuing 200,000 Amarc shares and making annual cash payments of $5,000 to the Optionor plus funding an annual scholarship for Indigenous students for a period of 10 years in the amount of $20,000 per year (total of 200,000 shares and $250,000 cash).
| -25- |
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| AMARC RESOURCES LTD.<br> <br>MANAGEMENT’S DISCUSSION AND ANALYSIS<br> <br>FOR THE YEAR ENDED MARCH 31, 2024 |
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The IKE Cu-Au District
Amarc’s 100% owned IKE District is located 35 km northwest of the town of Gold Bridge in southwestern BC and near the heartland of the provinces producing porphyry Cu mines. It is proximal to industrial infrastructure including power, and also highways and rail that connect the District to Vancouver and its port facilities.
Hydrothermal alteration and mineralization, which is prospective for the discovery of porphyry Cu±Au±Mo±Ag and related deposit types occur throughout the expansive IKE District. The District occupies a highly fertile block of crust where magmatic‐hydrothermal‐structural characteristics are favorable for the formation of intrusion-related Cu±Au±Mo±Ag deposits with good grade (see below). These characteristics are common to most porphyry districts around the world that host major, and commonly multiple, Cu±Au±Mo±Ag deposits.
The greater IKE District includes the IKE porphyry Cu-Mo-Ag deposit discovery, the high potential Greater Empress area that hosts the Empress Cu-Au-Ag deposit and significant porphyry Cu-Au-Mo-Ag and Cu-Au-Ag replacement deposit targets, and also a number of promising porphyry Cu and Au-Ag epithermal targets. The District has the potential to develop into an important mining camp.
The IKE technical information in this section is summarized from the Company’s National Instrument 43-101 Technical Report (“IKE Technical Report”) filed under Amarc’s profile at www.sedarplus.ca and on the Company’s website at www.amarcresources.com/projects/ike-project/technical-report.
IKE Porphyry Cu-Mo-Ag Deposit
The potential of the IKE Deposit was recognized by Amarc during a review of porphyry occurrences located in underexplored mineral belts in BC. Limited historical drilling indicated the presence of a mineral system with characteristics favorable for an economically viable porphyry Cu-Mo-Ag deposit, underlying a significant area of gossanous material. Three historical drill holes, located over approximately 220 m, had intersected long continuous intercepts of chalcopyrite and molybdenite mineralization with encouraging grades, for example: Hole 11-1 returned 186 m of 0.41% CuEQ^4^ (see Table 5 for note 4) at 0.31% Cu, 0.022% Mo, 1.9 g/t Ag and 0.01 g/t Au, including 58 m of 0.52% CuEQ at 0.39% Cu, 0.031% Mo, 1.9 g/t Ag and 0.02 g/t Au; and Hole 11-2: 120 m of 0.41% CuEQ at 0.31% Cu, 0.020% Mo, 3.3 g/t Ag and 0.01 g/t Au including 32 m of 0.58% CuEQ at 0.42 % Cu, 0.028% Mo, 6.3 g/t Ag and 0.02 g/t Au.
There was no follow up exploration until Amarc initiated exploration. Largely co-incident magnetic, IP chargeability geophysics and geochemical talus fines anomalies, together with geological alteration mapping have defined an extensive 9 km^2^ hydrothermal system, into which Amarc has completed approximately 15,455 m of core drilling in 26 widely spaced holes. This drilling has confirmed the presence of a substantial body of porphyry Cu-Mo-Ag mineralization with encouraging grades, over an area 1,200 m east-west by 1,000 m north- south, and over a vertical extent of 875 m depth, that remains open to expansion. Table 5 provides selected drill intercepts for the IKE Deposit.
| -26- |
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| AMARC RESOURCES LTD.<br> <br>MANAGEMENT’S DISCUSSION AND ANALYSIS<br> <br>FOR THE YEAR ENDED MARCH 31, 2024 |
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Table 5: IKE DEPOSIT
Selected Drill Intervals from Amarc’s Drilling
| Drill Hole | From (m) | To (m) | Int. (m)^1,2,3^ | Cu (%) | Au (g/t) | Ag (g/t) | Mo (%) | CuEQ(%)^4,5^ |
|---|
| IK14005 | 269.4 | 325.4 | 56.0 | 0.31 | - | 1.6 | | 0.064 | | 0.55 |
| | 339.1 | 426.2 | 87.1 | 0.36 | - | 0.7 | | 0.054 | | 0.56 |
| Incl. | 347.7 | 378.6 | 30.9 | 0.47 | - | 1.2 | | 0.052 | | 0.67 |
| | 437.6 | 554.6 | 117.0 | 0.27 | - | 0.3 | | 0.021 | | 0.35 |
| | 602.9 | 616.1 | 13.2 | 0.29 | - | 0.6 | | 0.009 | | 0.32 |
| IK15010 | 204.0 | 268.0 | 64.0 | 0.30 | - | 2.9 | | 0.015 | | 0.38 |
| | 293.0 | 421.0 | 128.0 | 0.33 | - | 3.1 | | 0.022 | | 0.43 |
| Incl. | 298.5 | 330.0 | 31.5 | 0.43 | - | 4.3 | | 0.032 | | 0.58 |
| | 444.0 | 506.0 | 62.0 | 0.24 | - | 2.3 | | 0.020 | | 0.32 |
| IK15013 | 48.0 | 60.0 | 12.0 | 0.23 | - | 1.7 | | 0.017 | | 0.31 |
| | 75.0 | 99.0 | 24.0 | 0.24 | - | 1.9 | | 0.044 | | 0.41 |
| | 129.0 | 307.7 | 178.7 | 0.32 | - | 2.2 | | 0.025 | | 0.42 |
| | 339.5 | 366.5 | 27.0 | 0.18 | - | 1.2 | | 0.030 | | 0.30 |
| | 372.5 | 693.3 | 320.8 | 0.32 | - | 2.3 | | 0.038 | | 0.47 |
| Incl. | 527.4 | 651.5 | 124.1 | 0.43 | - | 3.3 | | 0.063 | | 0.68 |
| IK16020 | 111.0 | 156.0 | 45.0 | 0.25 | - | 1.7 | | 0.015 | | 0.31 |
| | 314.5 | 381.9 | 67.4 | 0.35 | - | 2.8 | | 0.023 | | 0.45 |
| Incl. | 366.0 | 381.9 | 15.9 | 0.45 | - | 3.5 | | 0.044 | | 0.64 |
| | 395.8 | 456.0 | 60.2 | 0.53 | - | 3.7 | | 0.045 | | 0.72 |
| | 528.0 | 543.0 | 15.0 | 0.16 | - | 1.3 | | 0.035 | | 0.30 |
| | 549.0 | 582.0 | 33.0 | 0.23 | - | 1.6 | | 0.110 | | 0.64 |
| IK18025 | 257.0 | 351.7 | 94.7 | 0.37 | 0.020 | 2.5 | | 0.020 | | 0.47 |
| Incl. | 308.0 | 345.4 | 37.4 | 0.48 | 0.025 | 3.4 | | 0.030 | | 0.62 |
| | 359.0 | 437.0 | 78.0 | 0.44 | 0.019 | 3.0 | | 0.037 | | 0.61 |
| | 461.0 | 482.0 | 21.0 | 0.14 | 0.005 | 1.0 | | 0.054 | | 0.35 |
| CuEQ% | >=0.30 & <0.50 |
|---|
| | >=0.50 |
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| AMARC RESOURCES LTD.<br> <br>MANAGEMENT’S DISCUSSION AND ANALYSIS<br> <br>FOR THE YEAR ENDED MARCH 31, 2024 |
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Notes:
| 1. | Widths reported are drill widths, such that the thicknesses are unknown. |
|---|
| 2. | All assay intervals represent length-weighted averages. |
| 3. | Some figures may not sum exactly due to rounding. |
| 4. | Copper equivalent (CuEQ) calculations use metal prices of: Cu US$3.00/lb, Mo US$12.00/lb, Ag US$18.00/oz and Au US$1,400.00/oz and conceptual recoveries of: Cu 90%, Au 72%, 67% Ag and 82% Mo. Conversion of metals to an equivalent Cu grade based on these metal prices is relative to the Cu price per unit mass factored by predicted recoveries for those metals normalized to the copper recovery. The metal equivalencies for each metal are added to the Cu grade. The general formula for this is: CuEQ % = Cu% + (Au g/t * (Au recovery / Cu recovery) * (Au $ per oz/ 31.1034768) / (Cu $ per lb* 22.04623)) + (Ag g/t * (Ag recovery / Cu recovery) * (Ag $ per oz/ 31.1034768) / (Cu $ per lb* 22.04623)) + (Mo % * (Mo recovery / Cu recovery) * (Mo $ per lb / Cu $ per lb)). |
| 5. | The estimated metallurgical recoveries are conceptual in nature. There is no guarantee that the metallurgical testing required to determine metal recoveries will be done or, if done, the metallurgical recoveries could be at the level of the conceptual recoveries used to determine the CuEQ. |
| 6. | Details of analysis, QA/QC and data verification for the DUKE Deposit drilling are provided in the 2020 DUKE National Instrument 43-101 Technical Report, which is posted on the Amarc website and the Company’s profile on SEDAR+. |
| 7. | Results of these historical Ducanex JV drill holes are from the 1991 Corona resampling and analyses by Acme. | | (-) | Means not assayed for. **** |
| † | Details of analysis, QA/QC and data verification for the IKE Deposit drilling is provided in the 2020 IKE National Instrument 43-101 Technical Report, which is posted on the Amarc website and the Company’s profile on SEDAR+ at www.sedarplus.ca. |
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 Cu and Mo concentrates by standard flotation processing.
The current focus within the IKE District is at Empress and Empress East and subject to future funding, the Company is planning an expanded phased drill program at the IKE deposit with the goal of establishing a mineral resource, which will provide the basis for initial future economic studies.
The Company has the required permit in-hand for the proposed drill programs.
Empress Deposit and Greater Empress Area Au-Rich Porphyry Cu and Replacement-Style Deposit Potential
Having recognized the potential of the IKE Deposit, Amarc consolidated the IKE District tenure. This included an important 35 km2 sub-area of the District located 6 km north of the IKE Deposit, that straddles the Coastal Plutonic Complex (“CPC”) contact for approximately 15 km. This area known as the Greater Empress area is centred on the higher grade Empress Cu-Au-Ag Deposit. The Greater Empress area has seen exploration completed by several operators since the 1920’s. Recent compilation and integration of useful historical information from geochemical and geophysical surveys and also drilling, permitted a rapid advancement in the understanding of the potential both to expand the Empress Deposit, and throughout the area with the recognition of significant porphyry Cu±Au±Mo-Ag and Cu-Au-Ag replacement deposit targets. Potential also exits for auriferous, polymetallic/mesothermal-epithermal deposits. The Company has the required permits in-hand for the proposed drill programs and IP geophysical surveys.
Empress Cu-Au-Ag Replacement Deposit
Historical drilling at Empress has indicated a significant body of good grade Cu-Au mineralization, which remains open to expansion with a modern core drilling program. Table 6 provides selected drill historical intercepts for the Empress Deposit. Mineralization at Empress is considered to have formed by the replacement of previously altered volcanics by a quartz-magnetite-sulphide assemblage, with higher Cu-Au-Ag grades commonly occurring within 100 m in vertical distance above the CPC’s contact, within the overlying volcanics. An initial examination of historical drill core by the Amarc team recognized the nearby, Granite porphyry Cu-Au-Ag-Mo deposit target, which is shallowly concealed by overburden. The Granite porphyry deposit target is considered a probable source of the Empress Deposit replacement fluids. Historical core drill intercepts at Granite include Hole 91-49 which returned 92 m of 0.38% CuEQ4 (see Table 5 for note 4) @ 0.22% Cu, 0.23 g/t Au, 0.008% Mo and 0.4 g/t Ag. This target has not been delineated and mineralization remains open to expansion.
In 2024, Amarc intends to undertake a well-planned core drilling program at the Empress and Empress East Deposits from the known mineralization that remains open.
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| AMARC RESOURCES LTD.<br> <br>MANAGEMENT’S DISCUSSION AND ANALYSIS<br> <br>FOR THE YEAR ENDED MARCH 31, 2024 |
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Table 6: EMPRESS DEPOSIT
Selected Drill Intervals from Historical Drilling
| Drill Hole | From (m) | To (m) | Int. (m)^1,2,3^ | Cu (%) | Au (g/t) | Ag (g/t) | Mo (%) | CuEQ (%)^4,5^ |
|---|
| 76-2 | 51.2 | 114.9 | 63.7 | 0.37 | 0.492 | 0.1 | - | 0.64 |
| Incl. | 60.4 | 72.4 | 12.0 | 0.51 | 0.442 | - | - | 0.76 |
| Incl. | 103.0 | 114.9 | 11.9 | 0.75 | 0.721 | 0.4 | - | 1.15 |
| | 139.6 | 185.3 | 45.7 | 0.42 | 0.350 | 0.6 | - | 0.61 |
| Incl. | 139.6 | 157.9 | 18.3 | 0.39 | 0.941 | 1.1 | - | 0.91 |
| Incl. | 173.1 | 185.3 | 12.2 | 0.73 | 0.010 | - | - | 0.74 |
| | 209.4 | 215.8 | 6.4 | 0.74 | 0.758 | - | - | 1.15 |
| 76-3 | 5.2 | 17.7 | 12.5 | 0.23 | 0.162 | 1.6 | - | 0.33 |
| | 26.8 | 102.9 | 76.1 | 0.92 | 1.418 | 4.7 | - | 1.72 |
| Incl. | 26.8 | 37.6 | 10.8 | 0.49 | 4.244 | 2.3 | - | 2.81 |
| Incl. | 42.7 | 74.4 | 31.7 | 1.11 | 1.388 | 4.5 | - | 1.89 |
| 88-2 | 7.3 | 50.3 | 43.0 | 0.36 | 0.326 | 1.3 | 0.005 | 0.57 |
| Incl. | 13.4 | 29.9 | 16.5 | 0.62 | 0.579 | 2.3 | 0.002 | 0.95 |
| 88-7 | 17.7 | 69.5 | 51.8 | 0.47 | 0.457 | 2.4 | 0.002 | 0.74 |
| Incl. | 48.4 | 64.6 | 16.2 | 0.98 | 0.741 | 5.7 | 0.001 | 1.43 |
| 89-2 | 21.6 | 123.7 | 102.1 | 0.36 | 0.361 | 2.7 | 0.001 | 0.58 |
| Incl. | 26.5 | 37.0 | 10.5 | 0.31 | 0.754 | 3.2 | 0.003 | 0.75 |
| Incl. | 60.6 | 78.9 | 18.3 | 0.72 | 0.573 | 3.8 | 0.001 | 1.06 |
| Incl. | 99.1 | 118.0 | 18.9 | 0.49 | 0.470 | 4.2 | 0.001 | 0.78 |
| 89-8 | 9.1 | 115.5 | 106.4 | 0.35 | 0.359 | 1.5 | 0.003 | 0.56 |
| Incl. | 78.0 | 99.6 | 21.6 | 0.69 | 0.913 | 2.8 | 0.003 | 1.21 |
| 90-17 | 107.6 | 113.4 | 5.8 | 0.55 | 0.446 | 1.6 | 0.010 | 0.84 |
| | 143.9 | 200.3 | 56.4 | 1.38 | 1.666 | 4.1 | 0.009 | 2.35 |
| 90-18 | 22.6 | 29.3 | 6.7 | 0.15 | 0.300 | 0.7 | 0.008 | 0.35 |
| | 35.0 | 40.5 | 5.5 | 0.15 | 0.523 | 0.3 | 0.006 | 0.46 |
| | 47.9 | 74.4 | 26.5 | 0.47 | 0.683 | 3.2 | 0.010 | 0.90 |
| | 79.9 | 92.7 | 12.8 | 0.15 | 0.254 | 0.4 | 0.003 | 0.31 |
| | 107.0 | 161.9 | 54.9 | 0.78 | 0.746 | 1.0 | 0.004 | 1.20 |
| 90-21 | 10.4 | 19.5 | 9.1 | 0.31 | 0.336 | 0.5 | 0.011 | 0.53 |
| | 140.5 | 192.9 | 52.4 | 1.10 | 1.209 | 2.5 | 0.004 | 1.79 |
| Incl. | 153.3 | 175.3 | 22.0 | 1.58 | 1.671 | 2.6 | 0.006 | 2.52 |
| Incl. | 182.6 | 191.1 | 8.5 | 1.92 | 2.735 | 7.8 | 0.006 | 3.48 |
| | 198.4 | 218.8 | 20.4 | 0.30 | 0.542 | 1.3 | 0.002 | 0.61 |
| 90-22 | 143.9 | 190.2 | 46.3 | 1.15 | 1.415 | 4.2 | 0.009 | 1.98 |
| 90-29 | 94.2 | 110.6 | 16.4 | 0.43 | 0.171 | 1.3 | 0.003 | 0.55 |
| | 141.7 | 214.6 | 72.9 | 0.37 | 0.433 | 0.6 | 0.003 | 0.62 |
| Incl. | 178.3 | 194.8 | 16.5 | 0.86 | 1.069 | 1.5 | 0.003 | 1.46 |
| CuEQ% | >=0.30 & <0.50 |
|---|
| | >=0.50 |
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| AMARC RESOURCES LTD.<br> <br>MANAGEMENT’S DISCUSSION AND ANALYSIS<br> <br>FOR THE YEAR ENDED MARCH 31, 2024 |
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For notes refer to Table 5.
Greater Empress Area Cu±Au±Mo-Ag Porphyry and Replacement Targets: In addition to the Empress deposit, the 35 km^2^ Greater Empress area includes seven identified compelling porphyry and replacement-style Cu-Au±Mo±Ag deposit and exploration targets. The deposit targets include, Empress East, Empress Gap, Granite (as discussed above) and Buzzer, and the earlier-stage exploration targets include Empress West. Each are discussed below with selected historical drill results provided in Tables 7 and 8. These targets are either: not fully drill delineated or have been tested only by shallow, widely-spaced historical reconnaissance percussion drilling: and can with focused exploration be brought to a drill ready status.
Empress East Cu-Au-Ag Replacement Deposit Target: Located 1 km east of the Empress Deposit, limited historical core holes drilled at the Empress East deposit target intercepted mineralization similar to that at the Empress deposit in both style and grade. This drilling together with moderate to locally strong IP chargeability responses, magnetic geophysical features, and results from historical Cu and Au soil geochemistry where (>250 ppm Cu and ≥50 ppb Au values closely reflect the first three historical drill samples results at the base of overburden, see IKE Technical Report), indicate there is significant potential with further core drilling to enlarge this body of mineralization. Notably there is a complete absence of drill holes in the southern part of this target, which is at a position that is analogous to shallower, higher grade Cu-Au-Ag replacement-style mineralization at the Empress deposit to the west.
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| AMARC RESOURCES LTD.<br> <br>MANAGEMENT’S DISCUSSION AND ANALYSIS<br> <br>FOR THE YEAR ENDED MARCH 31, 2024 |
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Table 7: EMPRESS EAST DEPOSIT TARGET
Selected Drill Intervals from Historical Drill
| Drill Hole | From (m) | To (m) | Int.<br> <br>(m)1,2,3 | Cu(%) | Au (g/t) | Ag (g/t) | Mo (%) | CuEQ<br> <br>(%)4,5 |
|---|
| 91-39 | 9.8 | 37.8 | 28.0 | 0.34 | 0.543 | 1.2 | 0.002 | 0.66 |
| | 107.6 | 147.5 | 39.9 | 0.40 | 0.332 | 0.8 | 0.004 | 0.60 |
| Incl. | 141.4 | 147.5 | 6.1 | 1.23 | 0.928 | 2.2 | 0.009 | 1.78 |
| 91-54 | 73.1 | 85.0 | 11.9 | 0.31 | 0.221 | 0.7 | 0.001 | 0.44 |
| | 108.2 | 158.2 | 50.0 | 0.46 | 0.304 | 1.0 | 0.002 | 0.64 |
| CuEQ% | >=0.30 & <0.50 |
|---|
| | >=0.50 |
For notes refer to Table 5.
Empress Gap Cu-Au-Ag Replacement Deposit Target: Results from limited historical drilling, comprising 11 shallow percussion drill holes and three deeper core holes in the >1 km long Empress Gap zone located between the Empress Deposit and Empress East, suggest a clear opportunity to discover additional Cu-Au-Ag mineralization in proximity to the volcanic-CPC contact. Many of the short percussion holes returned anomalous Cu‐Mo (Au and Ag were not analyzed for), potentially indicative of higher-grade underlying mineralization as at the Empress Deposit. Of the deeper core holes, Cu‐Au mineralization associated with alteration similar to that at Empress is also reported, however only two of these holes reached the volcanic-CPC contact.
Empress Gap is a significantly underexplored target and drill testing of areas close to the CPC-volcanic contact is required.
Buzzer Cu-Au-Ag±Mo Porphyry Deposit Target: The Buzzer deposit target is located in the eastern side of the Greater Empress area, inboard of the CPC. Historical drilling at Buzzer has intercepted high grade Cu-Au-Ag-Mo porphyry mineralization hosted in biotite altered intrusions (Table 8). Whether these mineralized intrusions, are part of a small high-level cupola or a large mineralized intrusive mineralized body below, as indicated by magnetic surveys, cannot be determined from the limited drilling.
The Granite and Buzzer porphyry systems demonstrate that significant porphyry-style mineralization is present in the Greater Empress area, and that further exploration surveys and drilling have the potential to make new porphyry discoveries, both inboard and outboard from the CPC contact.
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| AMARC RESOURCES LTD.<br> <br>MANAGEMENT’S DISCUSSION AND ANALYSIS<br> <br>FOR THE YEAR ENDED MARCH 31, 2024 |
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Table 8: BUZZER DEPOSIT TARGET
Selected Drill Intervals from Historical Drilling
| Drill Hole | From (m) | To (m) | Int.<br> <br>(m)^1,2,3^ | Cu (%) | Au<br> <br>(g/t)^4^ | Ag (g/t) | Mo<br> <br>(%) | CuEQ<br> <br>(%)^4,5^ |
|---|
| DDH-3† | 21.3 | 120.4 | 99.1 | 0.43 | - | - | 0.042 | 0.58 |
| DDH-4† | 14.6 | 113.4 | 98.8 | 0.37 | - | - | 0.037 | 0.50 |
| X-1 | 0.0 | 5.9 | 5.9 | 0.15 | 0.237 | 5.8 | 0.013 | 0.36 |
| | 9.5 | 42.5 | 33.0 | 0.26 | 0.175 | 3.4 | 0.042 | 0.53 |
| Incl. | 24.7 | 40.8 | 16.1 | 0.40 | 0.268 | 5.0 | 0.064 | 0.81 |
| X-3 | 0.0 | 44.2 | 44.2 | 0.67 | 0.496 | 5.3 | 0.046 | 1.14 |
| Incl. | 10.7 | 38.1 | 27.4 | 0.86 | 0.724 | 6.6 | 0.059 | 1.51 |
| GC11-74 | 11.4 | 52.2 | 40.8 | 0.28 | 0.210 | 1.8 | 0.012 | 0.44 |
| Incl. | 15.0 | 27.0 | 12.0 | 0.41 | 0.281 | 2.6 | 0.021 | 0.66 |
| CuEQ% | >=0.30 & <0.50 |
|---|
| | >=0.50 |
For notes refer to Table 5.
† Assay interval from historically reported composite. Individual assay results are unknown.
Empress West Cu-Au-Ag Exploration Target: This large target, which extends more than 2 km to the west of the Empress deposit along the favorable CPC-volcanic contact, has only been tested by widely-spaced and shallow percussion holes and a few core. It exhibits the same geological setting as the Empress Deposit, and the potential to discover additional Cu-Au-Ag mineralization is indicated by the results of the historical drilling when combined with magnetic and IP survey data, and known Cu-Au-Mo anomalies in soils. Modern IP and drilling are required to test a series of defined targets.
IKE District Porphyry and Epithermal Targets: The IKE District hosts several known centres of porphyry Cu mineralization (Rowbottom, Mad Major, OMG) and Au-Ag epithermal mineralization (Battlement, Mewtwo) that exist outside of, but in proximity to and between, the IKE Deposit and Greater Empress areas. Limited exploration by historical operators and/or Amarc indicates that further survey work followed by drilling is warranted at these targets.
Rowbottom Cu-Mo-Au Porphyry Deposit Target: At Rowbottom, porphyry-style mineralization and alteration is intermittently exposed along 550 m of Rowbottom creek, and spatially associated with an extensive 1.3 km by 1.0 km IP chargeability anomaly that remains open for further surveying. Limited historical shallow percussion drilling returned good Cu and Mo grades (Au and Ag were not analysed for), and a single core hole completed by Amarc confirmed the presence of Au and Ag.
Historical drill intercepts include for example: Hole S-64: 49 m of 0.51% CuEQ^4^ (see Table 3 for note 4) 0.49% Cu and 0.007% Mo and Hole S-24: 43 m of 0.40% CuEQ at 0.28% Cu and 0.032% Mo.
The Amarc core hole intersected significant intervals of porphyry Cu-Mo mineralization hosting elevated Ag and Au values, which are cut by a number of post mineral dykes and returned, for example: RB17001: 66 m of 0.38% CuEQ^4^at 0.29% Cu, 0.006% Mo, 0.08 g/t Au and 4.1 g/t Ag and 21 m of 0.43% CuEQ at 0.38% Cu, 0.007% Mo and 4.3 g/t Ag.
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| AMARC RESOURCES LTD.<br> <br>MANAGEMENT’S DISCUSSION AND ANALYSIS<br> <br>FOR THE YEAR ENDED MARCH 31, 2024 |
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An historical soils grid along with both the historical and Amarc IP chargeability anomalies suggest that a larger system could be present, warranting further drilling both laterally and to depth in order to determine the geometry and grade distribution of the Rowbottom deposit target.
Mad Major Cu-Mo Porphyry Target: The Mad Major-OMG target area extends over approximately 23 km^2^ area of highly anomalous stream sediment geochemistry and gossanous ridges (see IKE Technical Report). Amarc’s exploration, and that of historical operators, has defined several large IP chargeability and magnetic geophysical, talus fines and soils geochemical and geological alteration mapping anomalies that remain to be adequately drill tested. Amarc has completed only eight very wide-spaced core holes into the target, and the source of the IP and geochemical anomalies is yet to be determined. Additional survey work and drilling are warranted.
Battlement and Mewtwo Au-Ag Epithermal Targets: Although not the focus of Amarc’s exploration, epithermal potential exits on the IKE District. For example, at both Battlement and Mewtwo reconnaissance stage exploration suggests a geological environment that is permissive for either, or both, a porphyry or epithermal-type deposits. Further exploration is warranted at both targets.
In summary, the IKE Deposit, Empress Deposit, Greater Empress area and IKE District target areas as described warrant substantial exploration programs. The Company has the permits in-hand for the potential work programs.
IKE District Capped Royalties
Amarc has a 100% interest in the IKE, Granite, Juno and Galore Properties, which make up the IKE District. The mineral claims comprising the Juno Property were staked and are owned 100% by the Company.
In July 2014, Amarc acquired a 100% interest in the IKE Property from Oxford Resources Inc. (“Oxford”, formerly Highpoint Exploration Inc.). At that time Oxford’s ownership interest was converted to a 1% Net Smelter Returns (“NSR”) royalty, which can be purchased at any time for $2 million (payable in cash or common shares of Amarc at the company’s sole election).
The IKE Property is also subject to a 2% underlying NSR royalty to two underlying owners, whereby Amarc has the right to purchase: (1) one half of the royalty (1%) for $2 million ($1 million of which is payable in cash, Amarc common shares, or any such combination of cash and shares, at Amarc’s discretion) at any time prior to commercial production; and (2) the second half of the royalty (1%) also for $2 million ($1 million of which is payable in cash, and the balance in Amarc common shares, or any such combination of cash and shares, at Amarc’s discretion) at any time on or before a commercial mine production decision has been made in respect of the IKE Property. Amarc has agreed that upon completion of a positive feasibility study it will issue 500,000 common shares to the underlying owners.
In November 2014, Amarc acquired a 100% interest in the adjoining Granite Property from Great Quest Fertilizers Ltd. (“Great Quest”, previously known as Great Quest Metals Ltd., which is also referred to as “Great Quest” herein). Great Quest holds a 2% NSR royalty on that property which can be purchased for $2 million, on or before commercial production (payable in cash, Amarc common shares, or any such combination of cash and shares, at Amarc’s discretion). In addition, there is an underlying 2.5% NSR royalty on certain mineral claims within the Granite property, which can be purchased at any time for $1.5 million less any amount of royalty already paid.
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| AMARC RESOURCES LTD.<br> <br>MANAGEMENT’S DISCUSSION AND ANALYSIS<br> <br>FOR THE YEAR ENDED MARCH 31, 2024 |
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In January 2017, Amarc acquired a 100% interest in the adjoining Galore Property from Galore Resources Inc. (“Galore Resources”), clear of any royalties to Galore Resources. In January 2018, Amarc concluded an agreement with the underlying owners of the Galore Property, whereby Amarc acquired all of the underlying owners’ residual interest in and to the Galore Property, including five NSR and five NPI royalties.
On September 3, 2015, Amarc entered into an agreement (the “Agreement”) with Thompson Creek (now a wholly owned subsidiary of Centerra) pursuant to which Thompson Creek could acquire, through a staged investment process within five years, a 30% ownership interest in mineral claims and crown grants covering the IKE 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 District, subject to certain conditions, including the completion of a Feasibility Study. On January 11, 2017, Amarc announced that Thompson Creek, having been acquired by Au-focused Centerra, relinquished its option to earn up to a 50% interest in the IKE District. Thompson Creek had a 10% participating interest in the IKE District by investing $6 million in exploration programs undertaken in 2015 and 2016, and elected to exchange its participating interest for a 1% Conversion NSR royalty from mine production, which is capped at a total of $5 million. As a result, Amarc re-acquired 100% interest in the IKE District.
The Newton Au Property
Amarc reported the sale of the Newton Au Property located in south-central BC in December 2020 to a wholly-owned subsidiary of Carlyle Commodities Corp. (“Carlyle”). Under the terms of the agreement, Amarc has received consideration comprising total cash of $300,000 and 5.5 million equity units (share plus warrant) in Carlyle valued at $0.25 per unit. In addition, Amarc retains a 2% NSR Royalty in the Property.
Newton was the subject of a National Instrument 43-101 Technical Report (Newton Technical Report) in 2012 which can be found on the Company’s website at www.amarcresources.com/projects/newton-gold-property/overview.
The divestment of the Newton Property allows Amarc to retain exposure to the upside Au potential at Newton through its equity position in Carlyle and the retained NSR Royalty, whilst maintaining strategic focus on the development of its three high-value and expansive, 100%-owned Cu±Au districts – JOY, IKE and DUKE.
Corporate Update
On March 11, 2024, the Company announced the appointment of Dr. Paul Johnston, PhD, P.Geo., as its new Vice President of Exploration. On June 25, 2024, the Company announced that Dr. Paul Johnston has had to step down from as VP Exploration for personal reasons.
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| AMARC RESOURCES LTD.<br> <br>MANAGEMENT’S DISCUSSION AND ANALYSIS<br> <br>FOR THE YEAR ENDED MARCH 31, 2024 |
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Market Trends
Average annual prices for Cu, Mo, Au and Ag during last 5 years and year to date in calendar 2024 are shown in the following table:
| Average metal price (US) |
|---|
| calendar year | Copper | Gold | Silver |
| 2019 | 2.72/lb | 1,393/oz | 16.21/oz |
| 2020 | 2.80/lb | 1,769/oz | 20.54/oz |
| 2021 | 4.27/lb | 1,799/oz | 25.14/oz |
| 2022 | 3.99/lb | 1,800/oz | 21.74/oz |
| 2023 | 3.84/lb | 1,963/oz | 23.39/oz |
| 2024 (to the date of this document) | 3.77/lb | 2,028/oz | 22.84/oz |
All values are in US Dollars.
1.3 SELECTED ANNUAL INFORMATION
The following information is derived from the Company’s annual financial statements which have been prepared in accordance with IFRS as issued by the IASB effective for the respective reporting years of the Company and are expressed in Canadian Dollars. The Company’s audited financial statements are publicly available on SEDAR+ at www.sedarplus.ca.
| 2024 | 2023 | 2022 |
|---|
| (‘$000’s, except loss per share) | () | | () | () |
| Total assets | | | | |
| Non-current liabilities | | | | |
| Net (income) loss for the period | | | | |
| Basic and diluted (earnings) loss per share | | ) | | |
All values are in US Dollars.
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.
| Mar 31 | Dec 31 | Sept 30 | June 30 | Mar 31 | Dec 31 | Sept 30 | June 30 |
|---|
| | 2024 | 2023 | | 2023 | | 2023 | 2023 | 2022 | | 2022 | | 2022 | |
| (‘$000’s) | () | () | | () | | () | () | () | | () | | () | |
| Net (income) loss | | | ) | | ) | | | | ) | | ) | | ) |
| Basic and diluted (earnings) loss per share | | | ) | | ) | | | | ) | | ) | | ) |
All values are in US Dollars.
The variations in net results over the fiscal quarters presented above relate to the Company’s mineral exploration and evaluation activities, which if undertaken typically ramp-up in the summer during the 3^rd^ calendar quarter. See the following section of the MD&A for additional discussions.
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| AMARC RESOURCES LTD.<br> <br>MANAGEMENT’S DISCUSSION AND ANALYSIS<br> <br>FOR THE YEAR ENDED MARCH 31, 2024 |
|---|
1.5 RESULTS OF OPERATIONS
The Company recorded a net loss of $43,450 during the year ended March 31, 2024 compared to a net loss of 32,583 during the year ended March 31, 2023.
The following table summarizes the operating results by major categories between the years ended March 31, 2024 and 2023:
| Years ended |
|---|
| | March 31, | | | |
| | 2024 | | 2023 | |
| | () | | () | |
| Exploration and evaluation assets expenditures | | | | |
| Administrative expenditures | | | | |
| Cost recoveries | | ) | | ) |
All values are in US Dollars.
A breakdown by district and project of the Company’s exploration and evaluation expenses for the years March 31, 2024 and 2023 is as follows:
| IKE | JOY | DUKE | OTHER | TOTAL |
|---|
| Year ended March 31, 2024 | () | () | () | () | () |
| Assays and analysis | | | | | |
| Drilling | | | | | |
| Environmental | | | | | |
| Equipment rental | | | | | |
| Freight | | | | | |
| Geological, including geophysical | | | | | |
| Graphics | | | | | |
| Helicopter and fuel | | | | | |
| Property acquisition and assessments costs | | | | | |
| Site activities | | | | | |
| Socioeconomic | | | | | |
| Technical data | | | | | |
| Travel and accommodation | | | | | |
| | | | | | |
All values are in US Dollars.
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|---|
| AMARC RESOURCES LTD.<br> <br>MANAGEMENT’S DISCUSSION AND ANALYSIS<br> <br>FOR THE YEAR ENDED MARCH 31, 2024 |
|---|
| IKE | JOY | DUKE | OTHER | TOTAL |
|---|
| Year ended March 31, 2023 | () | () | | () | () | () |
| Assays and analysis | | | | | | |
| Drilling | | | | | | |
| Environmental | | | | | | |
| Equipment rental | | | | | | |
| Freight | | | | | | |
| Geological, including geophysical | | | | | | |
| Graphics | | | | | | |
| Helicopter and fuel | | | | | | |
| Property acquisition and assessments costs | | | ) | | | |
| Site activities | | | | | | |
| Socioeconomic | | | | | | |
| Technical data | | | | | | |
| Travel and accommodation | | | | | | |
| | | | | | | |
All values are in US Dollars.
The Company recorded cost recoveries for the year March 31, 2024 of $13,178,925 (March 31, 2023 - $14,773,794). The cost recoveries are mainly related to operations at the DUKE District and JOY District.
Three months ended March 31, 2024 and 2023
A breakdown by project of the Company’s exploration and evaluation expenses for the three months ended March 31, 2024 and 2023 is as follows:
| IKE | JOY | DUKE | OTHER | TOTAL |
|---|
| Three months ended March 31, 2024 | () | () | () | () | () |
| Assays and analysis | | | | | |
| Drilling | | | | | |
| Environmental | | | | | |
| Equipment rental | | | | | |
| Freight | | | | | |
| Geological, including geophysical | | | | | |
| Graphics | | | | | |
| Helicopter and fuel | | | | | |
| Property acquisition and assessments costs | | | | | |
| Site activities | | | | | |
| Socioeconomic | | | | | |
| Technical data | | | | | |
| Travel and accommodation | | | | | |
| | | | | | |
All values are in US Dollars.
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|---|
| AMARC RESOURCES LTD.<br> <br>MANAGEMENT’S DISCUSSION AND ANALYSIS<br> <br>FOR THE YEAR ENDED MARCH 31, 2024 |
|---|
| IKE | JOY | DUKE | OTHER | TOTAL |
|---|
| Three months ended March 31, 2023 | () | | () | | () | () | () | |
| Assays and analysis | | | | | | | | |
| Drilling | | | | ) | | | | |
| Environmental | | | | | | | | |
| Equipment rental | | | | | | | | |
| Freight | | | | | | | | |
| Geological, including geophysical | | | | | | | | |
| Graphics | | | | | | | | |
| Helicopter and fuel | | | | | | | | |
| Property acquisition and assessments costs | | | | ) | | | | ) |
| Site activities | | ) | | ) | | | | |
| Socioeconomic | | | | | | | | |
| Technical data | | | | | | | | |
| Travel and accommodation | | | | | | | | |
| | | | | | | | | |
All values are in US Dollars.
The Financial Statements provide a breakdown of the Company’s general and administration expenses for the period ended March 31, 2024. A breakdown of general and administration expenses for the fourth quarter ended March 31 of the current year and prior year is as follows:
| Fourth Quarter ended |
|---|
| | March 31, | |
| | 2024 | 2023 |
| | () | () |
| Legal, accounting and audit | | |
| Office and administration | | |
| Rent | | |
| Shareholder communication | | |
| Travel and accommodation | | |
| Trust and regulatory | | |
| Total | | |
All values are in US Dollars.
1.6 LIQUIDITY
Historically, the Company’s sole source of funding has been provided from the issuance of equity securities for cash, primarily through private placements to sophisticated investors and institutions, and from director loans. The Company’s access to financing is always uncertain. There can be no assurance of continued access to significant equity funding to finance the Company’s ongoing operations.
At March 31, 2024, the Company had a cash balance of $9,007,042 and accounts payable and accrued liabilities of $1,128,808.
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|---|
| AMARC RESOURCES LTD.<br> <br>MANAGEMENT’S DISCUSSION AND ANALYSIS<br> <br>FOR THE YEAR ENDED MARCH 31, 2024 |
|---|
Further advancement and development of the Company’s mineral property interests in the long run will require additional funding from a combination of the Company’s shareholders, existing or potential new partners, and debt financing. As the Company is currently in the exploration stage, it does not have any revenues from operations. Therefore, the Company relies on funding from its partners for its continuing financial liquidity and the Company relies on the equity market and debt financing as sources of funding. The Company continues to focus on preserving its cash resources while maintaining its operational activities.
The Company does not have any material capital lease obligations, purchase obligations or any other long-term obligations other than the office lease disclosed in note 14 of the audited financial statements for the year ended March 31, 2024.
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.sedarplus.ca.
Hunter Dickinson Inc.
Hunter Dickinson Inc. (“HDI”) and its wholly-owned subsidiary Hunter Dickinson Services Inc. (“HDSI”) are private companies established by a group of mining professionals. HDSI provides contract services for a number of mineral exploration and development companies, and also to companies that are outside of the mining and mineral development space. Amarc is one of the publicly-listed companies for which HDSI provides a variety of contract services.
The Company has one director in common with HDSI, namely Robert Dickinson. The Company’s President, Chief Executive Officer and Director, and Corporate Secretary are employees of HDSI and work for the Company under an employee secondment arrangement between the Company and HDSI.
Pursuant to an agreement dated July 2, 2010, HDSI provides cost effective technical, geological, corporate communications, regulatory compliance, and administrative and management services to the Company, on a non-exclusive basis as needed and as requested by the Company. As a result of this relationship, the Company has ready access to a range of diverse and specialized expertise on a regular basis, without having to engage or hire full-time employees or experts. The Company benefits from the economies of scale created by HDSI which itself serves several clients.
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| AMARC RESOURCES LTD.<br> <br>MANAGEMENT’S DISCUSSION AND ANALYSIS<br> <br>FOR THE YEAR ENDED MARCH 31, 2024 |
|---|
The Company is not obligated to acquire any minimum amount of services from HDSI. The monetary amount of the services received from HDSI in a given period of time is a function of annually set and agreed charge-out rates for and the time spent by each HDSI employee engaged by the Company.
HDSI also incurs third-party costs on behalf of the Company. Such third party costs include, for example, capital market advisory services, communication services and office supplies. Third-party costs are billed at cost, without markup.
There are no ongoing contractual or other commitments resulting from the Company’s transactions with HDSI, other than the payment for services already rendered and billed. The agreement may be terminated upon 60 days’ notice by either the Company or HDSI.
The details of transactions with HDSI and the balance due to HDSI as a result of such transactions are provided in the Financial Statements, along with the details of borrowings by the Company from Mr. Dickinson.
United Mineral Services Ltd.
United Mineral Services Ltd. (“UMS”) is a privately held company wholly-owned by one of the Company’s directors. UMS is engaged in the acquisition and exploration of mineral property interests. UMS does incur third party expenses on behalf of the Company from time to time.
Details of transactions with UMS and the balance due to UMS as a result of such transactions are provided in the Financial Statements.
1.10 PROPOSED TRANSACTIONS
Except as discussed in this MD&A, there are no proposed transactions requiring disclosure under this section.
1.11 CRITICAL ACCOUNTING ESTIMATES
Not required. The Company is a venture issuer.
1.12 CHANGES IN ACCOUNTING POLICIES INCLUDING INITIAL ADOPTION
The required disclosure is provided in the Financial Statements, which are publicly available on SEDAR+ at www.sedarplus.ca.
1.13 FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS
The carrying amounts of cash, amounts receivable, marketable securities, accounts payable and accrued liabilities, balance due to a related party, and director’s loan approximate their fair values due to their short-term nature.
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| AMARC RESOURCES LTD.<br> <br>MANAGEMENT’S DISCUSSION AND ANALYSIS<br> <br>FOR THE YEAR ENDED MARCH 31, 2024 |
|---|
1.14 OTHER MD&A REQUIREMENTS
Additional information relating to the Company is available on SEDAR+ at www.sedarplus.ca.
1.14.1 ADDITIONAL DISCLOSURE FOR VENTURE ISSUERS WITHOUT SIGNIFICANT REVENUE
| (a) | capitalized or expensed exploration and development costs | See 1.5 Results of Operationsabove. |
|---|---|---|
| (b) | expensed research and development costs | Not applicable. |
| (c) | deferred development costs | Not applicable. |
| (d) | general and administration expenses | See 1.5 Results of Operationsabove. |
| (e) | any material costs, whether capitalized, deferred or expensed, not referred to in (a) through (d) | None. |
1.14.2 DISCLOSURE OF OUTSTANDING SHARE DATA
The following table details the share capital structure as of the date of this MD&A:
| Common Shares - issued and outstanding | 211,702,894 | ||
|---|---|---|---|
| Exercise price | Shares Issuable |
| | () | (#) | |
| Warrants | 0.050 | 5,000,000 | |
| | 0.085 | 1,176,470 | |
| | 0.080 | 4,807,693 | |
| | | | 10,984,163 | | Stock options | 0.050 | 2,000,000 | |
| | 0.120 | 2,580,000 | |
| | 0.120 | 900,000 | |
| | 0.110 | 1,000,000 | |
| | 0.125 | 520,000 | |
| | 0.105 | 5,500,000 | |
| | 0.105 | 910,000 | |
| 13,410,000 |
|---|
All values are in US Dollars.
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|---|
| AMARC RESOURCES LTD.<br> <br>MANAGEMENT’S DISCUSSION AND ANALYSIS<br> <br>FOR THE YEAR ENDED MARCH 31, 2024 |
|---|
1.14.3 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.
1.14.4 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 Financial Officer and Chief Executive 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.
1.14.5 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.
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| AMARC RESOURCES LTD.<br> <br>MANAGEMENT’S DISCUSSION AND ANALYSIS<br> <br>FOR THE YEAR ENDED MARCH 31, 2024 |
|---|
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.
1.15 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.
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. |
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| AMARC RESOURCES LTD.<br> <br>MANAGEMENT’S DISCUSSION AND ANALYSIS<br> <br>FOR THE YEAR ENDED MARCH 31, 2024 |
|---|
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. |
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.
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| AMARC RESOURCES LTD.<br> <br>MANAGEMENT’S DISCUSSION AND ANALYSIS<br> <br>FOR THE YEAR ENDED MARCH 31, 2024 |
|---|
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.
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| AMARC RESOURCES LTD.<br> <br>MANAGEMENT’S DISCUSSION AND ANALYSIS<br> <br>FOR THE YEAR ENDED MARCH 31, 2024 |
|---|
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.
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| AMARC RESOURCES LTD.<br> <br>MANAGEMENT’S DISCUSSION AND ANALYSIS<br> <br>FOR THE YEAR ENDED MARCH 31, 2024 |
|---|
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.
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ahr_ex993.htm EXHIBIT 99.3
Form 52-109FV1
Certification of Annual 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 AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the “annual filings”) of Amarc Resources Ltd. (the “issuer”) for the financial year ended March 31, 2024. |
|---|---|
| 2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual 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, for the period covered by the annual filings. |
| 3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual 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 annual filings. |
| Date: July 17, 2024 |
|---|
| /s/ Diane S. Nicolson |
| Diane S. Nicolson<br> <br>Chief Executive Officer |
| NOTE TO READER<br> <br><br> <br>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. |
ahr_ex994.htm EXHIBIT 99.4
Form 52-109FV1
Certification of Annual Filings
Venture Issuer Basic Certificate
I, Thomas Wilson, Chief Financial Officer of Amarc Resources Ltd., certify the following:
| 1. | Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the “annual filings”) of Amarc Resources Ltd. (the “issuer”) for the financial year ended March 31, 2024. |
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| 2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual 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, for the period covered by the annual filings. |
| 3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual 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 annual filings. |
| Date: July 17, 2024 |
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| /s/ Thomas Wilson |
| Thomas Wilson <br>Chief Financial Officer |
| NOTE TO READER<br> <br><br> <br>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 | |
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| 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. |