Amarc Resources Ltd 20-F for FY2026
Amarc Resources Ltd (AXREF)
About this 20-F
Amarc Resources Ltd filed this 20-F on July 28, 2026, covering the fiscal year ended March 31, 2026 (FY2026).
Headline figures
Fiscal year ended March 31, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net loss
- 929.99K CAD
- compared with a net loss of 3.91M CAD a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _______________ to _______________
Commission file number
(Exact name of Registrant as specified in its charter) |
BRITISH COLUMBIA, CANADA |
(Jurisdiction of incorporation or organization) |
(Address of principal executive offices)
Phone:
Facsimile No.:
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of Each Class: Not applicable |
| Name of each exchange on which registered: Not applicable |
Securities registered or to be registered pursuant to Section 12(g) of the Act:
Common shares with no par value
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
☐ Yes ☒
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
☐ Yes ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
☒
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (check one):
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☒ | Emerging growth company |
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP ☐ | by the International Accounting Standards Board ☒ | Other ☐ |
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:
Item 17 ☐ Item 18 ☐
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
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TABLE OF CONTENTS
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MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS |
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PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS |
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GENERAL
In this Annual Report on Form 20-F, all references to “we”, “Amarc” or the “Company” refer to Amarc Resources Ltd.
The Company uses the Canadian Dollar as its reporting currency. All references in this document to “Dollars” or “$” are expressed in Canadian Dollars (“CAD”, “C$”), unless otherwise indicated. See also Item 3 – Key Information for more detailed currency and conversion information.
Except as noted, the information set forth in this Annual Report is as of July 23, 2026 and all information included in this document should only be considered correct as of such date.
Cautionary Note to Investors Concerning Forward-looking Statements
This discussion 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. |
GLOSSARY OF TERMS
Certain terms used herein are defined as follows:
Coast Plutonic Complex (“CPC”)
| The CPC comprises a chain of overlapping batholiths (large bodies of igneous rock) formed as a result of subduction of oceanic crust beneath the western margin of North America, from approximately Early Jurassic to Early Tertiary time (Schiarizza et al. 1997).
|
Epithermal Deposit
| Deposits formed when the fluids are directed through a structure where the temperature, pressure and chemical conditions are favourable for the deposition of ore minerals, including native gold.
|
Induced Polarization (“IP”) Survey
| A geophysical survey used to identify a feature that appears to be different from the typical or background survey results when tested for levels of electro-conductivity; IP detects both chargeable, pyrite-bearing rock and non-conductive rock that has a high content of quartz.
|
Mineral Symbols
| Au – gold; Ag – silver; Cu – copper; Mo – molybdenum.
|
Net Smelter Return (“NSR”) Royalty
| Monies received for concentrate delivered to a smelter net of metallurgical recovery losses, transportation costs, smelter treatment-refining charges and penalty charges.
|
Porphyry Deposit
| Mineral deposit characterized by widespread disseminated or veinlet-hosted sulphide mineralization, characterized by large tonnage and moderate to low grade.
|
Replacement Deposit
| Deposit formed by chemical processes that dissolve a rock and deposit a new assemblage of minerals in its place.
|
Vein | A tabular or sheet-like mineral deposit with identifiable walls, often filling a fracture or fissure. |
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CURRENCY AND MEASUREMENT
All currency amounts in this Annual Report are stated in Canadian Dollars unless otherwise indicated.
Approximate conversion of metric units into imperial equivalents is as follows:
Metric Units
| Multiply by
| Imperial Units
|
hectares
| 2.471
| = acres
|
meters
| 3.281
| = feet
|
kilometers
| 3281
| = feet
|
kilometers
| 0.621
| = miles
|
grams
| 0.032
| = ounces (troy)
|
tonnes
| 1.102
| = tons (short) (2,000 lbs)
|
grams/tonne | 0.029 | = ounces (troy)/ton |
STATUS AS AN EMERGING GROWTH COMPANY
The Company is an “emerging growth company” as defined in section 3(a) of the Exchange Act, and the Company will continue to qualify as an “emerging growth company” until the earliest to occur of: (a) the last day of the fiscal year during which the Company has total annual gross revenues of US$1.07 billion (as such amount is indexed for inflation every 5 years by the SEC) or more; (b) the last day of the Company’s fiscal year following the fifth anniversary of the date of the first sale of common equity securities pursuant to an effective registration statement under the Securities Act; (c) the date on which the Company has, during the previous 3-year period, issued more than US$1 billion in non-convertible debt; or (d) the date on which the Company is deemed to be a “large accelerated filer”, as defined in Exchange Act Rule 12b–2. Therefore, the Company expects to continue to be an emerging growth company for the foreseeable future.
Generally, a registrant that registers any class of its securities under section 12 of the Exchange Act is required to include in the second and all subsequent annual reports filed by it under the Exchange Act, a management report on internal control over financial reporting and, subject to an exemption available to registrants that are neither an “accelerated filer” or a “larger accelerated filer” (as those terms are defined in Exchange Act Rule 12b-2), an auditor attestation report on management’s assessment of internal control over financial reporting. However, for so long as the Company continues to qualify as an emerging growth company, the Company will be exempt from the requirement to include an auditor attestation report in its annual reports filed under the Exchange Act, even if it were to qualify as an “accelerated filer” or a “larger accelerated filer”. In addition, auditors of an emerging growth company are exempt from the rules of the Public Company Accounting Oversight Board requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements of the registrant (auditor discussion and analysis).
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The Company has irrevocably elected to comply with new or revised accounting standards even though it is an emerging growth company.
ITEM 1 IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
A. DIRECTORS AND SENIOR MANAGEMENT
Not applicable.
B. ADVISERS
Not applicable.
C. AUDITORS
Not applicable.
ITEM 2 OFFER STATISTICS AND EXPECTED TIMETABLE
Not applicable.
ITEM 3 KEY INFORMATION
A. SELECTED FINANCIAL DATA
The following tables summarize selected financial data for Amarc extracted from the Company’s audited financial statements for the fiscal year ended March 31, 2026 and related fiscal years. The data should be read in conjunction with the Company’s audited financial statements included as Item 18 in this Annual Report.
The following table is derived from the financial statements of the Company which have been prepared in accordance with and using accounting policies in full compliance with International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”) effective for each of the Company’s fiscal year presented.
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The following selected financial data is presented in thousands of Canadian Dollars.
Statements of Financial Position Data
($ 000’s) |
| 2026 |
|
| 2025 |
|
| 2024 |
|
| 2023 |
|
| 2022 |
| |||||
Total assets |
| $ | 2,057 |
|
| $ | 1,880 |
|
| $ | 9,842 |
|
| $ | 6,091 |
|
| $ | 991 |
|
Total liabilities |
|
| 2,789 |
|
|
| 2,690 |
|
|
| 8,015 |
|
|
| 6,556 |
|
|
| 1,620 |
|
Working capital surplus (deficit) |
|
| (1,259 | ) |
|
| (1,344 | ) |
|
| 2,063 |
|
|
| (367 | ) |
|
| (172 | ) |
Share capital |
|
| 69,645 |
|
|
| 68,864 |
|
|
| 67,236 |
|
|
| 65,229 |
|
|
| 65,229 |
|
Reserves |
|
| 4,482 |
|
|
| 4,267 |
|
|
| 4,618 |
|
|
| 4,289 |
|
|
| 4,094 |
|
Accumulated deficit |
|
| (74,870 | ) |
|
| (73,940 | ) |
|
| (70,027 | ) |
|
| (69,984 | ) |
|
| (69,952 | ) |
Net assets (liabilities) |
|
| (743 | ) |
|
| (809 | ) |
|
| 1,826 |
|
|
| (465 | ) |
|
| (628 | ) |
Shareholders’ equity (deficiency) |
|
| (743 | ) |
|
| (809 | ) |
|
| 1,826 |
|
|
| (465 | ) |
|
| (628 | ) |
Statements of Comprehensive Loss Data
($ 000’s, except per share amounts and number of shares) |
| 2026 |
|
| 2025 |
|
| 2024 |
|
| 2023 |
|
| 2022 |
| |||||
Interest and other income |
| $ | (127 | ) |
| $ | (321 | ) |
| $ | (371 | ) |
| $ | (139 | ) |
| $ | (19 | ) |
General and administrative expenses |
|
| 1,819 |
|
|
| 1,597 |
|
|
| 1,162 |
|
|
| 819 |
|
|
| 617 |
|
Exploration expenditures |
|
| 19,179 |
|
|
| 22,575 |
|
|
| 12,432 |
|
|
| 14,752 |
|
|
| 5,386 |
|
Cost recoveries |
|
| (18,962 | ) |
|
| (18,921 | ) |
|
| (13,179 | ) |
|
| (14,774 | ) |
|
| (5,539 | ) |
Share-based payments |
|
| 273 |
|
|
| 351 |
|
|
| 425 |
|
|
| 264 |
|
|
| 124 |
|
Other |
|
| (1,391 | ) |
|
| (1,368 | ) |
|
| (426 | ) |
|
| (890 | ) |
|
| (205 | ) |
Gain on sale of mineral property |
|
| – |
|
|
| – |
|
|
| – |
|
|
| – |
|
|
| – |
|
Property option proceeds |
|
| – |
|
|
| – |
|
|
| – |
|
|
| – |
|
|
| – |
|
Net income (loss) for the year |
|
| (930 | ) |
|
| (3,913 | ) |
|
| (43 | ) |
|
| (32 | ) |
|
| (364 | ) |
Other comprehensive income (loss) |
|
| (16 | ) |
|
| (19 | ) |
|
| (98 | ) |
|
| (168 | ) |
|
| (715 | ) |
Total comprehensive income (loss) |
| $ | (946 | ) |
| $ | (3,932 | ) |
| $ | (141 | ) |
| $ | (200 | ) |
| $ | (1,079 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted net earnings (loss) per share |
| $ | 0.00 |
|
| $ | (0.00 | ) |
| $ | (0.00 | ) |
| $ | (0.01 | ) |
| $ | 0.01 |
|
Weighted average number of common shares outstanding |
|
| 224,931,565 |
|
|
| 194,992,511 |
|
|
| 186,602,894 |
|
|
| 181,479,873 |
|
|
| 178,666,081 |
|
Currency and Exchange Rates
As of the date of this Annual Report, the average rate of exchange of the Canadian Dollar was US$1.00 = Canadian $1.41. Exchange rates published by the Bank of Canada are available on its website, www.bankofcanada.ca, are nominal quotations — not buying or selling rates — and are intended for statistical or analytical purposes.
The following tables set out the exchange rates for the conversion of Canadian Dollars into U.S. Dollars.
|
| For year ended March 31 (Canadian Dollar per U.S. Dollar) |
| |||||||||||||||||
|
| 2026 |
|
| 2025 |
|
| 2024 |
|
| 2023 |
|
| 2022 |
| |||||
End of period |
| $ | 1.3939 |
|
| $ | 1.4376 |
|
| $ | 1.3536 |
|
| $ | 1.3533 |
|
| $ | 1.2655 |
|
Average for the period |
| $ | 1.3820 |
|
| $ | 1.3913 |
|
| $ | 1.3483 |
|
| $ | 1.3230 |
|
| $ | 1.2536 |
|
High for the period |
| $ | 1.4348 |
|
| $ | 1.4603 |
|
| $ | 1.3891 |
|
| $ | 1.3856 |
|
| $ | 1.2942 |
|
Low for the period |
| $ | 1.3515 |
|
| $ | 1.3460 |
|
| $ | 1.3091 |
|
| $ | 1.2451 |
|
| $ | 1.2040 |
|
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Monthly High and Low Exchange Rate (Canadian Dollar per U.S. Dollar) | ||||||||
|
| High |
|
| Low |
| ||
July 2026 (to the date of this Annual Report) |
| $ | 1.4183 |
|
| $ | 1.4014 |
|
June 2026 |
| $ | 1.4234 |
|
| $ | 1.3834 |
|
May 2026 |
| $ | 1.3831 |
|
| $ | 1.3576 |
|
April 2026 |
| $ | 1.3918 |
|
| $ | 1.3615 |
|
March 2026 |
| $ | 1.3939 |
|
| $ | 1.3567 |
|
February 2026 |
| $ | 1.3708 |
|
| $ | 1.3544 |
|
B. CAPITALIZATION AND INDEBTEDNESS
Not applicable.
C. REASONS FOR THE OFFER AND USE OF PROCEEDS
Not applicable.
D. RISK FACTORS
An investment in the Company’s common shares is highly speculative and subject to a number of risks. Only those persons who can bear the risk of the entire loss of their investment should participate. An investor should carefully consider the risks described below and the other information that the Company furnishes to, or files with, the Securities and Exchange Commission and with Canadian securities regulators before investing in the Company’s common shares. The risks described below are not the only ones faced by the Company. Additional risks that management is aware of or that the Company currently believes are immaterial may indeed become important factors that affect the Company’s business. If any of the following risks occur, or if others occur, the Company’s business, operating results and financial condition could be seriously harmed and the investor may lose all of his investment.
The Company has limited working capital and will require additional capital to advance its projects.
The Company has limited working capital as at the current reporting date. Further exploration on, and development of, the Company’s projects will require resources to be delineated and additional funding. The Company currently does not have sufficient funds to fully develop its projects.
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.
The Company has no earnings, has incurred net losses and negative cash flows since inception, and expects to incur losses for the foreseeable future.
The Company does not have any operational history of earnings and has incurred net losses and negative cash flow from its operations since incorporation. Although the Company hopes 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, and there can be no assurance that the underlying assumed levels of expenses will prove to be accurate.
The advancement of mineral properties to production will require the commitment of substantial resources to conduct time-consuming exploration and development activities. 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 analyses and programs and subsequent recommendations from its technical team; |
|
|
· | the rate at which operating losses are incurred; |
|
|
· | the execution of any earn-in and joint venture agreements with strategic allies, or ability to raise funds from investors; and |
|
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· | the acquisition of additional properties and other factors, many of which are beyond the Company’s control. |
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The Company has no history of mining operations, and does not expect to receive revenues from operations in the foreseeable future.
The Company has no history of mining operations, and there can be no assurance that the Company will generate any revenues or achieve profitability. The Company expects to incur losses unless and until such time as one or more of the Company’s existing projects, or any other properties the Company may acquire, enter into commercial production and generate sufficient revenues to fund its continuing operations, which cannot be assured. The Company does not expect to receive revenues from operations in the foreseeable future, if at all.
The Company is subject to certain risks that are inherent in exploration and mining activities beyond its control.
Resource exploration, development, and operations are highly speculative, and 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. No deposit that has been shown to be economic has yet been found on the Company’s existing projects, and there can be no assurance that the Company will be able to acquire any additional properties or that any additional properties that are acquired will contain sufficient mineralization to warrant further development.
Unusual or unexpected formations, formation pressures, fires, power outages, labour disruptions, flooding, landslides, environmental hazards, the discharge of toxic chemicals and other hazards, and the inability to obtain suitable or adequate machinery, equipment or labour, are other risks involved in the conduct of exploration programs, and in the development and operation of mines. Such occurrences may delay development of the Company’s properties, delay production, increase production costs or result in liability.
Substantial expenditures are and will be required to establish mineral resources and mineral reserves.
Substantial expenditures are and will be required to establish mineral resources and mineral reserves through drilling, and to develop metallurgical processes to extract the metal from mineral resources. No assurance can be given that the Company will be able to obtain sufficient financing to cover such expenditures when required, or that such financing can be obtained on terms that are acceptable to the Company.
The Company’s ability to obtain financing to fund its exploration activities and, if warranted, development of any of its properties, will be significantly affected by mineral prices.
The ability of the Company to obtain financing to fund its exploration activities and, if warranted, development of any of its properties, will be significantly affected by changes in the market price of the metals for which it explores. Mineral prices are subject to fluctuation. The effect of these factors cannot accurately be predicted. The mining industry in general is intensely competitive and there is no assurance that, even if commercial quantities of mineral resource are discovered, a profitable market will exist for the sale of the same.
Factors beyond the control of the Company may affect the marketability of any Cu, Mo, Au, Ag or any other materials discovered. The prices of Cu, Mo, Au, Ag and other minerals are affected by numerous factors beyond the control of the Company, including international economic and political trends, expectations of inflation, currency exchange fluctuations (specifically, Canadian dollars relative to other currencies), interest rates and global or regional consumption patterns, speculative activities and increased production due to improved mining and production methods. In addition, the world supplies of and demands for of Cu, Mo, Au, Ag and other minerals can cause fluctuations in the price of such minerals.
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Development of any of the Company’s properties, if warranted, will be subject to financing risks and potential delays.
Inability to obtain financing, technical considerations, delays in obtaining governmental approvals, and other factors could cause delays in developing any of the Company’s properties that may in the future be determined to contain a commercially mineable orebody.
If it is determined that a commercially mineable orebody exists and it can be economically exploited, the Company will require significant additional financing in order to fund the costs of developing it, or the Company’s other properties, into commercial production, if warranted. The Company may have to seek additional funds through public and private share offerings, arrangements with collaborative parties, or debt financing. There can be no assurance that the Company will be successful in its efforts to raise these required funds, or that it will be able to raise the funds on terms that do not result in high levels of dilution to shareholders.
Before development and production can commence on any of its properties, the Company must obtain regulatory and environmental approvals. There is no assurance that such approvals will be obtained on a timely basis or at all. The cost of compliance with changes in governmental regulations has the potential to reduce the profitability of operations or preclude entirely the economic development of a property.
Mining is one of the most intensely regulated businesses in Canada. The period of time required to obtain environment assessments, consult with aboriginal peoples and other stakeholders as well as governments at the Canadian provincial and federal level can take 10 (ten) years or more. No assurance can be given that permitting of any mine on the Company’s properties will occur.
The Company has a small staff and, as such, will also rely on third-party consultants and contractors – whose availability cannot be assured - to undertake its mineral exploration activities, as well as any future mine development and mining activities.
As the Company has a small staff, it will also rely on consultants and others for exploration, development, construction and operating expertise. No assurance can be given that such consultants and other contractors will be available when required, or that they can be retained on terms that are acceptable to the Company.
The Company may enter into agreements with Indigenous groups, inclusive of First Nations, in relation to its current and future exploration activities, and any potential future production, which could impact any expected earnings.
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 impact any expected earnings.
The Company is subject to intense competition.
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.
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The Company is subject to certain 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 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.
The Company’s operations are and will be subject to environmental regulations which can significantly increase compliance costs and subject the Company to potential liability.
All of the Company’s operations are and will be subject to environmental regulations, which can make operations more expensive or potentially prohibit them altogether. 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. Amarc 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.
Changes in government regulations and the presence of unknown environmental hazards on the Company’s mineral properties may result in significant unanticipated delays, as well as significant compliance costs.
Changes to existing environmental legislation, regulations and actions could give rise to additional expense, capital expenditures, restrictions and delays in the activities of the Company, the extent of which cannot be predicted. Regulatory requirements and environmental standards are subject to constant evaluation and may be significantly increased. 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.
Trading in the Company’s common shares is subject to volatility.
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.
Certain of the Company’s directors and officers may be subject to 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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The Company is unlikely to be in a position to pay dividends for the foreseeable future.
There is no assurance that the Company will pay dividends on its shares in the foreseeable future. The Company will likely require all its funds to further the development of its business.
The Company is vulnerable to changes in the financial markets.
Market conditions and unexpected volatility or illiquidity in financial markets may adversely affect the prospects of the Company and the value of its shares.
The Company will be dependent on the continued services of its senior management team, and its ability to retain other 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 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 government currently has 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.
If the Company raises additional funding through equity financings, then the Company’s current shareholders will suffer dilution.
The Company will require additional financing in order to complete full exploration of the Company’s mineral properties. Management anticipates that the Company will have to sell additional equity securities including, but not limited to, its common stock, share purchase warrants or some form of convertible security. The effect of additional issuances of equity securities will result in the dilution of existing shareholders’ percentage ownership interests.
The Company believes it is likely a “passive foreign investment company” which may have adverse U.S. federal income tax consequences for U.S. shareholders.
U.S. shareholders should be aware that the Company believes it was classified as a passive foreign investment company (“PFIC”), as defined in Section 1297 of the Internal Revenue Code of 1986, as amended, during one or more previous tax years, and may be a PFIC in the current tax year and possibly in subsequent tax years. If the Company is a PFIC for any tax year during a U.S. shareholder’s holding period, then such U.S. shareholder generally will be required to treat any gain realized upon a disposition of common shares, or any so-called “excess distribution” received on its common shares, as ordinary income, and to pay an interest charge on a portion of such gain or distributions, unless the shareholder makes a timely and effective “qualified electing fund” election or a “mark-to-market” election with respect to the common shares. A U.S. shareholder who makes a qualified electing fund election generally must report on a current basis its share of the Company’s net capital gain and ordinary earnings for any tax year in which the Company is a PFIC, whether or not the Company distributes any amounts to its shareholders. A U.S. shareholder who makes the mark-to-market election generally must include as ordinary income each year the excess of the fair market value of the common shares over the taxpayer’s basis therein. This paragraph is qualified in its entirety by the discussion below under the heading “Certain United States Federal Income Tax Considerations.” Each U.S. shareholder should consult its own tax advisor regarding the PFIC rules and the U.S. federal income tax consequences of the acquisition, ownership, and disposition of common shares.
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The Company’s shareholders could face significant potential equity dilution as a result of grants under the Company’s stock option plan.
Amarc has a stock option plan which allows the management to issue options to its employees and non-employees based on the policies of the Company. If further shares, options, or warrants are issued, they will likely act as an upside damper on the trading range of the Company’s shares. As a consequence of the passage of time since the date of their original sale and issuance, none of the Company’s shares remain subject to any hold period restrictions in Canada or the United States. The unrestricted resale of outstanding shares from the exercise of dilutive securities may have a depressing effect on the market for the Company’s shares.
Penny stock classification could affect the marketability of the Company’s common stock and shareholders could find it difficult to sell their stock.
The penny stock rules in the United States require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation.
Further, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from such rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These additional broker-dealer practices and disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the Company’s common shares in the United States, and shareholders may find it more difficult to sell their shares.
The Company’s financial statements have been prepared assuming the Company will continue on a going concern basis, but there can be no assurance that the Company will continue as a going concern.
The Company’s financial statements have been prepared on the basis that it will continue as a going concern. The Company has prioritized the allocation of available financial resources in order to meet key corporate and mineral development expenditure requirements in the near term. The costs required to complete exploration and development of the Company’s projects may be well in excess of this amount. Accordingly, unless additional funding is obtained, the going concern assumption may have to change. If Amarc is unable to obtain adequate additional financing, the Company will be required to curtail operations and exploration activities. Furthermore, failure to continue as a going concern would require that Amarc’s assets and liabilities be restated on a liquidation basis which could differ significantly from the going concern basis.
The Company may from time to time be subject to litigation.
The Company may in future be subject to legal proceedings. If the Company is unable to resolve these matters favorably it may have a material adverse effect of the Company.
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The Russian-Ukrainian and the Middle Eastern Conflicts – Potential Effects Which Could Detrimentally Affect the Global Economy, Peace and Stability in Europe and the Middle East, Respectively, and Beyond, and Our Business and Share Price.
Russian military forces invaded Ukraine in February 2022. In response, Ukrainian military personnel and civilians are actively resisting the invasion. Many countries throughout the world have provided aid to the Ukraine in the form of financial aid and in some cases military equipment and weapons to assist in their resistance to the Russian invasion. The North Atlantic Treaty Organization (“NATO”) has also mobilized forces to NATO member countries that are close to the conflict as deterrence to further Russian aggression in the region. The outcome of the conflict is uncertain and is likely to have wide-ranging consequences on the peace and stability of the region and the world economy. In addition, certain countries including Canada and the United States, have imposed strict financial and trade sanctions against Russia, which sanctions may have far reaching effects on the global economy. The long-term impacts of the conflict and the sanctions imposed on Russia remain uncertain and could have an adverse impact on the Company’s business and results of operations and may have wide-ranging consequences on the peace and stability of the region and the world economy.
The Israel-Hamas conflict began on October 7, 2023 and escalated. Although currently a ceasefire agreement has been signed, it is not certain the conflict is fully resolved. On February 28, 2026, the U.S. and Israel launched a coordinated joint attack on many sites in Iran. As of the date of this document the scope and duration of this conflict, as well as any impacts on the Company’s business and results of operations are unknown.
The conflicts could affect the economies and securities markets of countries in ways that cannot necessarily be foreseen at the present time. These events could also exacerbate other pre-existing political, social and economic risks. Such events could also cause substantial market volatility, exchange trading suspensions and closures and affect the Company’s performance, the price of its securities and its ability to successfully raise capital at reasonable rates or at all. As a result, the market price of the Company’s common shares may decline even if the Company’s operating results, underlying asset values or prospects have not changed.
Although we do not have employees, suppliers or business activities in Ukraine or Russia, or in the Middle East at this time, the conflicts may have a detrimental impact on our business and operations at some point in the future if the conflicts spread, escalates or affects Europe and the Middle East, respectively, or the world more broadly.
ITEM 4 INFORMATION ON THE COMPANY
A. HISTORY AND DEVELOPMENT OF THE COMPANY
Incorporation
Amarc Resources Ltd. was incorporated on February 2, 1993, pursuant to the Company Act (British Columbia, Canada) (the “BCCA”), as “Patriot Resources Ltd.” and changed its name on January 26, 1994 to “Amarc Resources Ltd.” The BCCA was replaced by the Business Corporations Act (British Columbia) (the “BCA”) in March 2004 and the Company is now governed by the BCA.
Amarc became a public company or “reporting issuer” in the Province of British Columbia (“BC”) on May 30, 1995. The common shares of Amarc were initially listed on the Vancouver Stock Exchange (“VSE”) on August 4, 1995, and continue to trade on the TSX Venture Exchange (“TSX Venture”) under the symbol AHR. The TSX Venture was formerly known as the Canadian Venture Exchange, the successor stock exchange to the VSE.
Amarc commenced trading on the OTC Bulletin Board (“OTCBB”) in the United States in June 2004 and on the OTCQB in August 2014 (at which time quotation of Amarc’s common shares on the OTCBB was discontinued), in each case under the symbol AXREF.
On April 22, 2026, Amarc commenced trading on the Frankfurt Stock Exchange (“FSE”) under the trading symbol AQ5.
Offices
The head office of Amarc is located at 14th Floor, 1040 West Georgia Street, Vancouver, BC, Canada V6E 4H1, telephone (604) 684-6365, facsimile (604) 639-9209. The Company’s registered office is in care of its attorneys, McMillan LLP, 1500 Royal Centre P.O. Box 11117, 1055 West Georgia Street, Vancouver, BC, Canada V6E 4N7, telephone (604) 689-9111, fax (604) 685-7084.
Auditor
The Company’s auditors are
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Company Development
Amarc has been engaged in the acquisition and exploration of mineral properties since its incorporation. The Company is currently actively exploring a number of properties located in BC, Canada. All of the Company’s mineral properties are at the exploration stage.
B. BUSINESS OVERVIEW
The following information is compiled from Company files. All referenced news releases are filed as 6K reports on EDGAR (www.sec.gov). The technical work has been completed under the supervision of qualified person(s). The disclosure has been reviewed by Mark Rebagliati, P.Eng., who is a qualified person. Mr. Rebagliati is Technical Advisor – Consultant to the Company.
Amarc is focused on the district-scale JOY, DUKE and IKE projects (the “JOY District”, the “DUKE District” and the “IKE District”) in northern, central and southern BC, respectively. These districts are largely directed toward the discovery and advancement of porphyry Cu±Au±Mo±Ag deposits. Each of Amarc’s three districts is situated in proximity to industrial infrastructure – including power, highways and rail.
Figure 1
Figure 1 shows the location of the Amarc’s three districts in BC in respect to operating and past producing mines, and advanced stage exploration projects held by other operators and focused on porphyry Cu deposits.
Note: Amarc holds ownership interests in only the JOY, DUKE and IKE Districts denoted on the map with a “star”.
Amarc holds 40% interest and Freeport-McMoRan Mineral Properties Canada Inc. (“Freeport”) holds 60% interest in the private joint venture company AuRORA Minerals Ltd. (“AuRORA Minerals”) which holds the JOY District mineral rights and titles. Amarc holds 40% interest and Boliden Mineral Canada Ltd. (“Boliden”) holds 60% interest in the DUKE District through a 60:40 joint venture (the “DUKE JV”). Amarc is the 100% owner of the IKE District. Amarc is manager at JOY and operator at DUKE and IKE.
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The properties consist of mineral claims (and in the case of IKE, also a few small crown grants1), which were acquired through agreements with previous owners or directly from the Government of BC by on-line staking (“Mineral Titles Online” or “MTO”). To keep mineral claims in good standing, exploration and development work or payment instead of exploration and development must be registered and payment received by MTO before midnight of the good-to-date of the claim. The cost is $5 per hectare in years 1 and 2, $10 per hectare in years 3 and 4, $15 per hectare in years 5 and 6 and $20/hectare in year 7 and thereafter. Excess work can be banked and applied to subsequent years.
The Company has received from the BC Ministry of Mines and Critical Minerals all required permits for its completed and ongoing exploration activities, which include routine exploration permits for both drilling and Induced Polarization (“IP”) ground geophysical surveys.
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 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, the Company seeks to establish mutually beneficial partnerships with indigenous groups within whose traditional territories its 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 District is in the Toodoggone Region of north-central BC, adjacent to the north of the prolific Kemess porphyry Au-Cu district (the “Kemess District”). The JOY claims are located approximately 20 km north of the former Kemess South Mine, the government-approved Kemess Underground project and the Kemess East deposit, held by Centerra Gold. The JOY District hosts the new AuRORA Au-Cu-Ag Deposit discovery, the TWINS and CANYON Discoveries, the historical PINE and Brenda Deposits and a pipeline of Au-Cu deposit targets.
The 2026 exploration program, commenced in July, includes further drilling and other studies focused on the new AuRORA Deposit, TWINS Discovery and other JOY District targets. The $20 million program is fully funded by Freeport, through AuRORA Minerals, a private joint venture corporation owned 60% by Freeport and 40% by Amarc (Amarc July 21, 2026 release). The 2026 expenditures are part of Freeport’s $75 million earn-in for an additional 10% interest in the JOY District under Stage 2 of the Mineral Property Earn in Agreement for a total 70% earned interest (Amarc release September 4, 2025). The Company has the required drill and IP permits in hand for the work program.
In 2025, a total of 15,381 m of core drilling was completed in 35 drillholes across the JOY District with up to four drill rigs. Twenty-four of these holes were drilled at AuRORA Deposit, largely focused on step-out drilling which expanded the deposit over an area measuring 1.4 km by 800 m and remains open to further expansion (Amarc release January 23, 2026). Other notable results from 2025 includes additional mineralization intercepted at the TWINS Au-Cu Discovery.
The AuRORA porphyry Au-Cu-Ag deposit was discovered by drilling in 2024. Some 20 initial holes were drilled at AuRORA in 2024 over an area of some 600 m x 600 m, intercepting high grades of Au, in combination with strong Cu and Ag values in mineralization with good lateral and vertical continuity near to the surface.
Overall, 16,883 m of core was drilled in 40 drill holes at seven targets across the JOY District during the 2024 program which also confirmed discovery of important mineralization at the Twins Au-Cu deposit target. The 2023 exploration program 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 property.
Some 15,427 m of drilling completed JOY in 2022, which together with geophysics surveys identified several mineralized trends across the JOY District indicating the potential for clustered porphyry deposits that remain to be fully explored. In addition, the mineralization at the PINE Deposit was expanded over 1,700 m, substantial new porphyry Au-Cu mineralization was discovered at the largely overburden covered Canyon deposit target; and widely spaced initial scout drilling of the Twins sulphide system encountered widespread porphyry mineralization, highlighting significant exploration potential.
The DUKE District is located 80 km northeast of Smithers within the broader Babine District, a 40 by 100 km north-northwesterly striking mineralized belt that hosts Noranda Mines’ past producing Bell and Granisle Cu-Au mines. The DUKE District includes both the DUKE porphyry Cu-Mo-Au-Ag deposit target (the “DUKE Deposit”) and multiple porphyry Cu-Au±Mo±Ag deposit targets generated from the Company’s comprehensive district-scale targeting programs.
1 Crown Grants are an old form of tenure that are small in area and on which certain mineral rights are granted. An annual rental is paid on the crown grants.
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Amarc entered into a funding agreement on the DUKE District with Boliden Mineral Canada Ltd. (“Boliden”), a wholly owned subsidiary of the Boliden Group in 2022 (Amarc November 22, 2022 release). To the end of 2025 Boliden had completed an investment of $30 million and, effective as of April 1, 2026, the DUKE JV commenced (see “DUKE District – Property Description, Agreement with Boliden”). In June, Amarc announced the 2026 field surveys had commenced designed to firm up Cu-Au deposit targets for potential drill testing later in the season. The planned $4 million program is fully funded by Boliden. Under the terms of the DUKE JV, Amarc has 180 days from April 30, 2026, to elect to contribute $2.66 million in funding to the program to maintain its full 40% interest in the JV (Amarc release June 25, 2026). Amarc is continuing as project operator. The Company has the required drill and IP permits in hand for the work program.
Programs at DUKE over the past several years have expanded the DUKE Cu-Mo-Au-Ag Deposit over an area measuring 900 m x 600 m, which remains open to expansion, and have also revealed potential for the development of a porphyry Cu-Au district. The systematic and extensive exploration continues to identify prospective, Cu-Au mineralized targets while efficiently screening out less prospective areas (Amarc release July 2, 2025). In 2025, five drill holes were completed in the greater DUKE Target area which hosts the DUKE Deposit, including two holes (DK25086, DK25087) drilled within the east-west trending South Graben Fault (“SGF”) structural corridor which, like many other mineralized corridors in the Babine Region, is proving to have a spatial relationship to the development of mineralized zones (Amarc release June 25, 2024). The holes encountered new mineralization which is open to expansion with further drilling. The three other holes were drilled along a 440 m long east-west fence across the southern end of DUKE Offset, extending this northwestern deposit-area.
Also in 2025, drilling in the DUKE District included five holes completed across a 2.3 km long east-northeast trending fence on the DUKE property, on the north side of the NAK Deposit mineral tenure (held by a third party2), that confirmed a centre of anomalous porphyry-style Cu-Au mineralization that warrants follow up.
The IKE District is located 33 km northwest of the historical mining community of Gold Bridge near the heartland of BC’s producing porphyry Cu mines. The greater IKE District includes the IKE 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”) and other significant porphyry Cu-Au-Mo-Ag and Cu-Au-Ag replacement deposit targets; and also a number of promising epithermal Au-Ag targets. The IKE District geological setting 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 become an important mining camp.
The 2024 program focused on the potential of the historical Empress Cu-Au Deposit, where drilling by previous companies of the replacement style mineralization encountered encouraging Cu and Au grades. Amarc invested approximately $2.9 million on the 2024 program. Key results are provided under IKE District, with further details in the Company’s May 14, 2025, release.
JOY District
Location and Infrastructure
The JOY District is located in the Omineca Mining Division, approximately 310 km north of Mackenzie and 265 km north-northeast of Smithers in northern BC. The area of work is centred approximately at 57º 12’ N Latitude and 126º 43’ W Longitude; or UTM Zone 9 (NAD 83) at 6,343,500 m N and 638,500 m E. Figure 2 shows the location of the JOY District and infrastructure within the region.
2American Eagle website https://americaneaglegold.ca
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Figure 2
Property Description
Amarc owns 40% common shares of AuRORA Minerals Ltd, (“AuRORA Minerals”) a private joint venture company that owns 125 mineral claims and other rights that comprise the JOY District (see Agreement with Freeport below). Amarc manages programs on behalf of AuRORA Minerals. The JOY project, as shown in Figure 3, comprises (1) the JOY, PINE and Paula properties acquired from other companies (as described below), and claims staked by Amarc totaling 125 mineral claims, covering an area of 54,332 hectares (134,257 acres); 122 of the claims have an expiry date of January 1, 2036 and three have an expiry date of March 19, 2036; and (2) properties held under option agreements with other companies. The latter properties include 22 mineral claims (44.5 hectares/109.96 acres; expiry date November 25, 2030) comprising the Brenda Property held under option by Amarc (see Brenda Property Option below) from Canasil Resources Inc., and a portion (42.34 hectares/104.62 acres) of the mineral claims (expiry dates of November and December 2036, and February 2037) comprising the PIL Property held under option by Freeport from Finlay Minerals Ltd., which lie within the area of interest as defined by the JOY Agreement (see further details under PIL Property below).
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Figure 3
On November 21, 2017, Amarc acquired 100% interest in the 7,200 hectare JOY property from United Minerals Services Ltd., a private vendor.
On August 29, 2017, Amarc announced that it had concluded option agreements with each of Gold Fields Toodoggone Exploration Corporation (“Gold Fields”) and Cascadero Copper Corporation (“Cascadero”), which at that time held the PINE property in a 51%:49% joint venture that enabled Amarc to purchase 100% of the property. On December 31, 2018, Amarc completed the purchase of Cascadero’s 49% interest in the PINE Property. 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.
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.
The JOY property is subject to an underlying NSR royalty from production to a former owner, which is capped at $3.5 million.
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. In addition, the PINE property is subject to. 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 property claims. The NPI royalty can be reduced to 1.25% at any time through the payment of $2.5 million in cash or shares and the NSR royalty can be reduced to 0.50% through payment of $2.5 million in cash or shares.
The Paula property claim is subject to a 1% NSR royalty payable from commercial production that is capped at $0.5 million.
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Agreement with Freeport
On May 12, 2021, Amarc announced it entered into an 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.
In May 2025, Freeport provided notice under the Mineral Property Earn-In Agreement that it had invested $35 million, under an accelerated time frame, and earned an initial 60% interest in the JOY District (Amarc May 29, 2025 release) held through AuRORA Minerals. While Freeport is now the Operator of JOY, Aurora Minerals has appointed Amarc as the primary contractor to continue to manage the JOY exploration programs under a separate Services Agreement.
In September 2026, Freeport formally elected to proceed to Stage 2 of the JOY Agreement to earn a further 10% interest for a total 70% interest by spending an additional $75 million within 5 years at a rate of no less than $10 million per year (Amarc September 4, 2026 release). The 2025 JOY exploration program expenditures were funded, and the planned 2026 expenditures will be funded by Freeport under Stage 2.
Once Freeport has finalized its earned ownership interest at the 70% level, each party will be responsible for funding its own pro-rata share of project costs on a 70:30 basis.
Brenda Property Option
In February 2025, Amarc announced that it signed a mineral property option agreement with Canasil Resources Inc. (“Canasil”) pursuant to which Amarc can acquire 100% interest in 22 mineral claims (44.5 hectares) that are located adjacent to its JOY tenure and immediately to the east of its AuRORA Au-Cu-Ag discovery (Amarc February 11, 2025 release).
The terms of the 5-year option to acquire 100% of the Brenda Property require annual payments of $400,000 with the option to purchase exercise price starting at $8 million if exercised in the first year, and increasing on an annual basis to $12 million in year five. To March 31, 2026, a total of $800,000 in option payments have been made. The claims are subject to a 2% net smelter returns royalty of which 1% (or one-half) can be acquired for $5 million before commencement of commercial mining operations and $10 million after commencement of mining. In July 2025, Amarc announced that Freeport had exercised its right to have the entire Brenda tenure included in the JOY Agreement (Amarc July 16, 2025 release).
PIL Property
In the same July 16, 2025 release, Amarc announced it has exercised its right to have approximately 32% of the total mineral claims area of Freeport’s option to acquire 80% of the PIL Property (see Finlay Minerals Ltd. (“Finlay”) (TSXV:FYL) release April 17, 2025) brought into the JOY District. The PIL Property is located adjacent and to the northwest of the original JOY District tenure.
Approximately 32% (42.34 hectares) of the PIL mineral claims area lies within the area of common interest under the JOY Agreement. Freeport is responsible for making any expenditures to fund the exercise of the PIL option with Finlay, and expenditures incurred within the Amarc area of common interest only will count towards Freeport’s anticipated election to spend $75 million under Stage 2 of the JOY Agreement with Amarc. If Freeport fulfills its obligation to acquire 80% of the PIL Property, Amarc will have a maximum interest of 24% in the PIL mineral claims within the area of common interest.
Project Highlights
Exploration at JOY has made three discoveries in the past four years. The most significant of these is the gold-rich AuRORA porphyry Au-Cu-Ag deposit, discovered in 2024 and expanded by drilling in 2025 over an area measuring 1.4 km by 600 m which remains open (see “Recent Work, 2025 Program”). Drilling at TWINS in 2024 confirmed the Au-Cu Discovery and in 2025 encountered long intersections of Au-Cu mineralization at depth which require further drilling. Recent work also expanded the Canyon Au-Cu Discovery and PINE porphyry Au-Cu deposit (the “PINE Deposit”), which remain open, and established a pipeline of other porphyry Au-Cu targets across the District (Figure 4).
AuRORA Deposit (pre-2025):
The porphyry Au-Cu-Ag AuRORA Deposit was discovered within the expansive NWG Target, in an area of the JOY District that until 2024 had not been drill tested. Twenty initial holes encountered gold-enriched mineralization with strong Cu and Ag values over an area of some 600 m x 600 m. The AuRORA mineralization is characterized by good lateral and vertical continuity near to the surface.
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Hole JP24057, the first hole ever drilled at AuRORA, intersected a new porphyry Au-Cu-Ag system hosting high and continuous Au grades (Table 1). Amarc then initiated systematic step out drilling with three core rigs, with a view to begin to outline the deposit.
Hole JP24057 and six other holes were drilled at approximately 100 m intervals on east-west section 7800N. Drilling on this section established a 600 m wide zone of porphyry mineralization characterized by excellent lateral and vertical continuity that extends from near surface and is open to lateral expansion. Results from six holes drilled on Section 7900N (some 100 m to the north of Section 7800N) at the AuRORA Deposit built positively on those from Section 7800N, including intersections of high grades of Au in combination with strong Cu and Ag values with lateral and vertical continuity that begin near the surface. The consistency of the grades within the holes at AuRORA are illustrated in the sample-by-sample results for holes JP24059 and JP24074 on Section 7800N and JP24073 and JP24075 on Section 7700N that are provided in Amarc’s January 17, 2025 and January 20, 2025 releases, respectively.
Seven additional AuRORA deposit holes were drilled along four east-west sections: Section 8000N, located 100 m to the north of Section 7900N, and Sections 7700N, 7600N and 7500N located 100 m, 200 m and 300 m south, respectively, of Section 7800N - the discovery section. Fewer holes were drilled on these sections as the Company was required to demobilize when the camp housing the Amarc crew closed for the season.
Table 1: JOY AuRORA Deposit Discovery - 2024 Mineralized Intervals of Significance
Section | Drill Hole | Incl. | From (m) | To (m) | Int.1,2,3 (m) | Au (g/t) | Cu (%) | Ag (g/t) |
8000N | JP24083 |
| 74.00 | 278.00 | 204.00 | 0.74 | 0.28 | 3.9 |
|
| Incl. | 157.35 | 208.20 | 50.85 | 1.51 | 0.53 | 6.5 |
|
| and | 164.00 | 182.00 | 18.00 | 2.05 | 0.62 | 6.8 |
7900N | JP24082 | 131.00 | 277.95 | 146.95 | 0.34 | 0.22 | 3.2 | |
|
| Incl. | 161.00 | 277.95 | 116.95 | 0.39 | 0.25 | 3.8 |
|
| And | 212.00 | 242.00 | 30.00 | 0.84 | 0.54 | 7.2 |
| JP24060 |
| 31.00 | 59.00 | 28.00 | 0.19 | 0.16 | 0.7 |
|
|
| 74.00 | 203.90 | 129.90 | 2.40 | 0.61 | 5.3 |
|
| Incl. | 104.00 | 185.00 | 81.00 | 3.58 | 0.85 | 7.4 |
|
| And | 131.00 | 182.00 | 51.00 | 4.48 | 0.96 | 8.4 |
| JP24063 | 25.40 | 40.40 | 15.00 | 0.25 | 0.08 | 0.5 | |
| 70.40 | 202.05 | 131.65 | 1.01 | 0.30 | 2.8 | ||
|
| Incl. | 102.95 | 202.05 | 99.10 | 1.17 | 0.33 | 3.2 |
|
|
| 242.00 | 253.40 | 11.40 | 1.55 | 0.34 | 3.5 |
|
|
| 301.40 | 334.80 | 33.40 | 0.32 | 0.10 | 1.0 |
|
|
| 349.40 | 355.40 | 6.00 | 0.31 | 0.07 | 0.5 |
|
|
| 370.40 | 376.40 | 6.00 | 0.23 | 0.08 | 0.7 |
|
|
| 382.40 | 412.40 | 30.00 | 0.20 | 0.08 | 1.0 |
|
|
| 418.40 | 424.15 | 5.75 | 0.33 | 0.06 | 0.9 |
| JP24068 |
| 47.40 | 239.40 | 192.00 | 0.52 | 0.25 | 2.6 |
|
| Incl. | 104.40 | 187.00 | 82.60 | 0.75 | 0.34 | 3.8 |
| and | 113.40 | 154.25 | 40.85 | 0.89 | 0.41 | 4.8 | |
JP24073 | 102.00 | 321.00 | 219.00 | 0.98 | 0.24 | 2.0 | ||
| Incl. | 102.00 | 233.20 | 131.20 | 1.40 | 0.34 | 2.8 | |
| and | 138.00 | 233.20 | 95.20 | 1.62 | 0.37 | 2.9 | |
| and | 147.00 | 156.00 | 9.00 | 2.47 | 0.54 | 5.7 | |
| Incl. | 240.00 | 261.00 | 21.00 | 0.45 | 0.09 | 1.0 | |
|
| Incl. | 270.00 | 321.00 | 51.00 | 0.40 | 0.11 | 0.8 |
|
|
| 333.00 | 345.00 | 12.00 | 0.21 | 0.07 | 0.5 |
|
|
| 354.00 | 363.00 | 9.00 | 0.15 | 0.08 | 1.0 |
|
|
| 372.00 | 387.00 | 15.00 | 0.42 | 0.07 | 0.8 |
| JP24075 |
| 33.50 | 299.15 | 265.65 | 1.24 | 0.31 | 3.4 |
|
| Incl. | 36.70 | 164.40 | 127.70 | 2.21 | 0.50 | 5.1 |
|
| and | 36.70 | 146.00 | 109.30 | 2.41 | 0.51 | 5.3 |
|
| and | 36.70 | 47.00 | 10.30 | 3.60 | 0.61 | 6.1 |
|
| and | 56.80 | 84.00 | 27.20 | 3.08 | 0.51 | 6.7 |
|
| and | 95.00 | 128.00 | 33.00 | 2.39 | 0.59 | 6.1 |
|
| Incl. | 164.40 | 299.15 | 134.75 | 0.34 | 0.13 | 1.9 |
7900N | JP24077 | 141.30 | 187.00 | 45.70 | 0.54 | 0.22 | 2.0 | |
| JP24072 |
| 36.00 | 101.60 | 65.60 | 0.23 | 0.11 | 1.6 |
| Incl. | 72.00 | 101.60 | 29.60 | 0.32 | 0.15 | 1.9 |
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Section | Drill Hole | Incl. | From (m) | To (m) | Int.1,2,3 (m) | Au (g/t) | Cu (%) | Ag (g/t) |
7800N | JP24057 |
| 18.00 | 100.00 | 82.00 | 1.24 | 0.38 | 2.5 |
Incl. | 58.00 | 100.00 | 42.00 | 1.97 | 0.49 | 3.6 | ||
| 120.29 | 190.00 | 69.71 4 | 2.56 | 0.42 | 5.0 | ||
Incl. | 120.29 | 166.00 | 45.71 | 3.30 | 0.56 | 6.2 | ||
And | 120.29 | 136.00 | 15.71 | 4.54 | 0.84 | 8.6 | ||
JP24059 |
| 24.00 | 295.25 | 271.25 | 0.98 | 0.25 | 1.9 | |
Incl. | 24.00 | 194.50 | 170.50 | 1.32 | 0.34 | 2.6 | ||
And | 106.00 | 194.50 | 88.50 | 2.29 | 0.46 | 3.7 | ||
Incl. | 211.00 | 239.10 | 28.10 | 0.99 | 0.18 | 1.1 | ||
JP24071 |
| 21.10 | 233.00 | 211.90 5 | 1.36 | 0.40 | 3.4 | |
Incl. | 104.00 | 212.00 | 108.00 | 2.38 | 0.60 | 5.2 | ||
JP24074 |
| 69.00 | 231.00 | 162.00 | 2.19 | 0.63 | 7.0 | |
Incl. | 84.00 | 231.00 | 147.00 | 2.40 | 0.69 | 7.6 | ||
And | 111.00 | 219.00 | 108.00 | 3.09 | 0.82 | 9.0 | ||
And | 135.00 | 216.00 | 81.00 | 3.69 | 0.92 | 9.7 | ||
JP24076 |
| 57.00 | 198.00 | 141.00 6 | 0.73 | 0.18 | 1.3 | |
Incl. | 102.00 | 198.00 | 96.00 | 1.00 | 0.24 | 1.8 | ||
And | 129.00 | 180.00 | 51.00 | 1.44 | 0.31 | 2.2 | ||
JP24079 |
| 179.00 | 189.50 | 10.50 | 0.06 | 0.24 | 2.7 | |
| 341.00 | 400.70 | 59.70 | 0.29 | 0.08 | 1.7 | ||
7700N | JP24080 | 74.00 | 128.00 | 54.00 | 0.17 | 0.08 | 0.8 | |
| 137.00 | 269.00 | 132.00 | 1.87 | 0.63 | 5.2 | ||
| Incl. | 167.00 | 257.00 | 90.00 | 2.53 | 0.81 | 6.5 | |
| and | 191.00 | 257.00 | 66.00 | 2.93 | 0.92 | 7.4 | |
| and | 215.00 | 239.00 | 24.00 | 4.95 | 1.35 | 10.8 | |
JP24081 | 19.00 | 28.00 | 9.00 | 0.24 | 0.07 | 5.2 | ||
| 40.00 | 52.00 | 12.00 | 0.24 | 0.08 | 0.4 | ||
| 73.00 | 295.00 | 222.00 | 0.40 | 0.18 | 2.0 | ||
| Incl. | 190.00 | 235.00 | 45.00 | 0.82 | 0.23 | 2.7 | |
7600N | JP24084 | 135.00 | 288.005 | 153.007 | 0.39 | 0.16 | 1.6 | |
| Incl. | 192.00 | 246.00 | 54.00 | 0.61 | 0.21 | 1.9 | |
7500N | JP24061 | 179.00 | 236.40 | 57.40 | 0.24 | 0.13 | 1.4 | |
| 244.75 | 268.60 | 23.85 | 0.35 | 0.14 | 1.7 |
Notes to Table 1:
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. | Drill hole JP24057 interval 166-169 m comprised broken ground, no core was recovered, and it was therefore averaged at zero grade. |
5. | Drill hole JP24071 interval 179-182 m comprised broken ground, no core was recovered, and it was therefore averaged at zero grade. |
6. | Drill hole JP24076 intervals 72-75 m, 78-81 m and 96-102 m comprised broken ground, no core was recovered, and each was therefore averaged at zero grade. |
7. | Drill hole JP24084 interval 201-207 m comprised broken ground, no core was recovered, and it was therefore averaged at zero grade. |
8. | Hole JP24085 had no significant intersection. |
QAQC: Amarc drilled NQv (48.1mm) and HQ (63.5mm) size core in 2024 at the JOY project. All drill core was logged, photographed, and cut in half with a diamond saw. Half core samples from the JOY drilling were sent to ALS Canada Ltd., Kamloops or Langley, Canada, for preparation and to North Vancouver, Canada for analysis. All facilities are ISO/IEC 17025:2017 accredited. At the laboratory, samples were dried, crushed to 70% passing -2mm, and either a 250 g split or 1,000 g split was pulverized to better than 85% passing 75 microns. Samples were analyzed for Au by fire assay fusion of a 30 g sub-sample with an ICP-AES finish, and for 60 elements including Cu, Mo and Ag by a four-acid digestion, multi-element ICP-MS package. Samples with Cu results > 10,000 ppm were reanalyzed by a single element four-acid digestion ICP-AES method for Cu. As part of a comprehensive Quality Assurance/Quality Control (“QAQC”) program, Amarc control samples were inserted in each analytical batch of the core samples at the following rates: standards one in 20 regular samples, in-line replicates one in 20 regular samples and one coarse blank per hole. The control sample results were then checked to ensure proper QAQC.
The QP visited the site to verify location of drill holes, and review the core and logging, sampling and sample shipment processes. He also reviewed and assessed the assay results.
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PINE Trend (pre-2025)
The PINE (6 km2) Deposit, and TWINS and Canyon Discoveries, the SWT Deposit Target form the 15.5 km northeast trending PINE Trend. Amarc’s work prior to 2021 had identified a number of porphyry Cu-Au exploration target areas with drill targets, or that could be brought to drill ready status with focused exploration surveys. An effective target strategy was achieved by combining and interpreting information from the Company’s exploration surveys and historical datasets, including results from soil sampling, airborne magnetic and IP geophysical surveys, geological and alteration mapping and historical drilling. This strategy led to the AuRORA Deposit discovery, TWINS and CANYON Discoveries and expansion of the PINE Deposit.
Pine Deposit: The PINE Deposit within the JOY District has seen several phases of historical exploration and drilling. Work by Amarc prior to 2021 identified expansion potential at both the PINE Deposit and the MEX deposit target requiring drill testing
In 2021, Amarc work crews completed a comprehensive exploration program at JOY, designed to advance delineation of the PINE Deposit as well as assess several of the high potential deposit targets (November 15, 2021 news release). This program included the drilling of nine core drill holes (over 4,300 m) and the relogging of over 60 historical core drill holes, mainly from the PINE porphyry Au-Cu deposit, along with completion of 42 line-km of IP geophysical survey, and collection of 684 grid soil geochemical samples and 179 rock geochemical samples during geological traverses over a number of the target areas.
Three long core holes (up to 701 m in length) completed in 2021 (Amarc March 7, 2022 release) in the PINE Deposit intercepted significant mineralization over a strike length of 1,100 m and to a vertical depth of at least 550 m. These drill holes intercepted some of the highest grade Au-Cu mineralization over the longest intervals that had been encountered to date at the PINE Deposit. Highlights from the 2021 PINE drilling include:
| · | 101.90 m of 0.57 g/t Au, 0.23% Cu and 2.4 g/t Ag (JP21007) |
| · | 29.00 m of 0.44 g/t Au, 0.20% Cu and 2.1 g/t Ag (JP21007) |
| · | 66.60 m of 0.32 g/t Au, 0.21% Cu and 1.5 g/t Ag (JP21008) |
| · | 244.10 m of 0.41 g/t Au, 0.11% Cu and 1.2 g/t Ag |
|
| including 135.00 m of 0.53 g/t Au, 0.14% Cu and 1.2 g/t Ag (JP21009) |
Most of the historical core holes drilled at PINE had been collared within a restricted 900 x 600 m area. Reinterpretation of the 60+ mainly short (80% extend to <200 m vertical depth) and largely widely spaced historical drill holes and Amarc’s 2021 holes show good potential to expand the PINE Deposit internally (between the widely spaced drill holes), laterally (beyond the footprint of current drilling) and to depth.
The 2021 work at PINE also indicated potential for the discovery of other centres of porphyry Cu-Au mineralization within the area of the overall PINE mineralized system. Amarc’s hole JP21009, located 500 m northeast of the PINE Deposit (see intercepts above) indicating potential to the northeast (Amarc March 7, 2022 release). Historical drilling also indicates 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 0.15 g/t Au, 0.08% Cu and 1.1 g/t Ag.
In 2022, Amarc completed 37 core holes (15,427 m) that expanded the PINE Deposit to over a 1,700 m strike length, discovered new porphyry Au-Cu mineralization at the 5 km2 Canyon deposit target, and further defined additional deposit-scale porphyry systems requiring exploration drilling. Highlights from 2022 PINE Deposit Drilling include:
| · | 204 m of 0.41 g/t Au, 0.18% Cu and 2.3 g/t Ag (JP22010) |
| · | 105 m of 0.47 g/t Au, 0.13% Cu and 1.8 g/t Ag (JP22013) |
| · | 107 m of 0.37 g/t Au, 0.09% Cu and 1.2 g/t Ag (JP22015) |
| · | 179 m of 0.36 g/t Au, 0.11% Cu and 1.2 g/t Ag (JP22017) |
In addition to extending the PINE Deposit to 1,700 m, outboard, wider spaced and mainly historical drilling indicating the potential to expand this footprint to over 2,600 m. Drilling also highlighted the favorable geometry of the PINE Deposit: most of the known mineralization occurs from surface to 300 m depth, and locally extends to 550 m depth. Additionally, the PINE Deposit and its expansion potential is hosted within a larger 6 km2 mineralized system, which remains to be fully explored (Amarc March 2, 2023 release), and other centers of higher Au-Cu grade began to emerge along the PINE Deposit trend. For example, in the northeastern area of this trend intersected porphyry mineralization over 600 m of strike length, including:
| · | 63 m of 0.52 g/t Au, 0.14% Cu and 1.2 g/t Ag, within 179 m of 0.36 g/t Au, 0.11% Cu and 1.2 g/t Ag in JP22017 |
| · | 57 m of 0.53 g/t Au, 0.10% Cu and 1.3 g/t Ag, within 107 m of 0.37 g/t Au, 0.09% Cu and 1.2 g/t Ag in JP22015 |
| · | 135 m of 0.53 g/t Au, 0.14% Cu and 1.2 g/t Ag, within 244 m of 0.41 g/t Au, 0.11% Cu and 1.2 g/t Ag in JP21009 completed in 2021. |
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In 2024, drill hole JP24058 was designed to step out 250 m to the southeast from the known PINE Deposit to look for lateral extensions and high grade feeder structures. Unfortunately, the hole was deflected off course after intersecting a fault; however, JP24058 successfully intersected 182 m of 0.26 g/t Au, 0.16% Cu and 2.3 g/t Ag from 368 m, including 110 m of 0.34 g/t Au, 0.23% Cu, 3.1 g/t Ag from 440 m and 37 m of 0.51 g/t Au, 0.48% Cu and 3.7 g/t Ag from 785 m. These mineralized intersections have expanded the PINE Deposit 180 m to the east and 180 m to the south. Significant additional drilling is required to fully delineate the PINE Deposit and assess the Au-Cu potential within the greater PINE Target.
TWINS Discovery: The prospective Twins porphyry target sulphide system is defined by an 8.5 km2 IP chargeability geophysics anomaly. One of the early scout holes JP22020, tested a magnetic high within the chargeability anomaly and intersected a broad 204 m geochemically anomalous interval with 136 ppb Au and 345 ppm Cu from 12 m, and was considered to be in proximity to a porphyry Au-Cu deposit. A scout drill hole completed by Amarc in 2021 (JP21004), intersected 63 m of 0.15 g/t Au and 0.5 g/t Ag, including 39 m of 0.19 g/t Au, 0.11% Cu and 0.6 g/t Ag (Amarc March 7, 2022 release). 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 (see below) and the PINE Deposit (above), intervals of porphyry Cu-Au mineralization, including 27 m of 0.30 g/t Au, 0.12% Cu and 1.2 g/t Ag in JP22019 and 204 m of 0.14 g/t Au, 0.03% Cu and 0.4 g/t Ag in JP22020, were thought to potentially represent the lateral or upper parts of a yet undiscovered porphyry Au-Cu center (Amarc March 2, 2023 release). The large footprint of this target, its veneer of glacial overburden cover, and Au-Cu intercepts in the widely spaced and relatively shallow drill holes highlight the exploration potential for the discovery of another porphyry Cu-Au deposit at Twins. Follow up hole JP24051 in 2024 was set back 187 m to the northeast and drilled on the same section but below JP22020: it returned intercepts of 96 m of 0.27 g/t Au, 0.09% Cu and 0.5 g/t Ag from 345 m, and 124 m of 0.35 g/t Au, 0.13% Cu and 0.6 g/t Ag from 491 m. Additional drilling was recommended to determine the extent and nature of this discovery and to further explore the extensive Twins Target.
CANYON Discovery: At Canyon, very limited initial scout drilling of this expansive (5 km2) and largely covered sulphide system was completed by Amarc in 2021 (JP21006: 0.21 g/t Au, 27 m of 0.06% Cu (Amarc March 7, 2022 release). Further reconnaissance drilling at Canyon in 2022 discovered a new zone of porphyry Au-Cu mineralization with hole JP22030 intersecting:
| · | 96 m of 0.18 g/t Au, 0.39% Cu and 2.6 g/t Ag, within |
|
| 296 m of 0.14 g/t Au, 0.30% Cu and 1.7 g/t Ag |
| · | 10.5 m of 0.25 g/t Au, 0.61% Cu and 2.1 g/t Ag |
Four other scout drill holes intersected less robust Cu-Au mineralization disrupted by inter-mineral intrusions.
In 2024, drill hole JP24046 stepped out 250 m to the east-northeast from JP22030, successfully extending the mineralization to depth and intercepting 402 m of 0.09 g/t Au, 0.16% Cu and 1.2 g/t Ag including 51 m of 0.18 g/t Au, 0.32% Cu and 1.8 g/t Ag. The Canyon Discovery remains open to expansion and requires substantial drilling to delineate its potential.
Other JOY District Targets and Trends: The JOY District also hosts other targets, which have the potential to form a major cluster of Au-Cu mineralized porphyry systems as indicated by IP, airborne magnetics, geochemical and geological surveys.
In 2021, Amarc drilled five initial scout exploration core holes (271 m to 404 m in length) to test four of the Canyon and Twins (see above) and Mex and North MEX targets. At the MEX Cu-Au deposit target, a single hole (JP21002) intersected anomalous Au and Cu concentrations lateral to and below historical drilling, returning 153 m of 0.13 g/t Au and 0.09% Cu. At the North MEX target, a single hole (JP21003) was drilled to test a multi-element geochemical anomaly. No significant Cu or Au concentrations were encountered in that hole (Amarc March 7, 2022 release).
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 warranting continued systematic exploration. At South MEX, a single scout drill hole, the first in this >1.9 km2 IP chargeability anomaly which remains open to expansion, intersected anomalous Au-Cu-Ag (72 m of 0.10 g/t Au, 0.02% Cu and 3.4 g/t Ag in JP22041 in volcanics that straddle the prospective Triassic-Jurassic contact: a geological environment similar to that hosting the Kemess District porphyry Cu-Au deposits (Amarc January 23, 2023 and March 2, 2023 releases).
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Scout drilling at the SWT Deposit Target in 2022 returned local zones of anomalous Au-Cu compatible with proximity to a porphyry Cu-Au system (e.g. 78 m of 0.11 g/t Au, 0.02% Cu and 0.4 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 0.23 g/t Au, 0.03% Cu and 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 (Amarc March 2, 2023 release).
For further information see Amarc Form on 20F FY2022-2025 filed on EDGAR.
Recent Work
2025 Program
The 2025 drill program at the JOY District included 15,381 m of core drilling in 35 drillholes across the JOY District, including 24 holes (23 step out holes and one infill hole) drilled at the AuRORA Deposit. Additionally, 64 line-km of ground IP and 96 km2 of airborne magnetics geophysical surveys, approximately 90 km2 of geological mapping and geochemical sampling (938 grid soil, 640 rock chip and 319 silt) (Amarc October 22, 2025 release).
Results from 2025 drilling at AuRORA are provided in Table 2 and further described in AuRORA Deposit below. Hole locations are shown on Figure 5 and Figure 6a and 6b are a cross section and long section through the deposit.
AuRORA Deposit
On November 3, 2025, the Company announced assay results from six drill holes completed on Sections 8000N and 8100N which have successfully expanded AuRORA +200 m to the north, and remains open to further expansion to the north, east and west of Section 8000N and 8100N. Highlights from AuRORA Deposit Discovery Drill Holes on Sections 8000N and 8100N Include:
| · | JP25089 126 m of 0.97 g/t Au, 0.32% Cu and 4.8 g/t Ag including |
|
| 61 m of 1.24 g/t Au, 0.47% Cu and 7.8 g/t Ag |
| · | JP25091 231 m of 0.83 g/t Au, 0.22% Cu and 2.3 g/t Ag including |
|
| 141 m of 1.11 g/t Au, 0.31% Cu and 3.0 g/t Ag |
| · | JP25094 154 m of 0.79 g/t Au, 0.27% Cu and 4.1 g/t Ag including |
| · | 60 m of 1.58 g/t Au, 0.45% Cu and 6.7 g/t Ag |
|
| JP25086 75 m of 0.71 g/t Au, 0.27% Cu and 2.4 g/t Ag |
| · | JP25100 200 m of 0.70 g/t Au, 0.24% Cu and 1.8 g/t Ag including |
|
| 143 m of 0.86 g/t Au, 0.28% Cu and 2.0 g/t Ag |
| · | JP240833 204 m of 0.74 g/t Au, 0.28% Cu and 3.9 g/t Ag including |
|
| 51 m of 1.51 g/t Au, 0.53% Cu and 6.5 g/t Ag |
On December 10, 2025, the Company announced additional assay results from the 2025 AuRORA Deposit drill program, which included two drill holes (JP25103, JP25109) located on Section 8200N, expanding AuRORA a further +100 m to the north; and two holes completed on Section 7900N (JP25093 and JP25107) expanding the deposit approximately 200 m to the east. The balance of assays from hole JP25098 on Section 7600N (partially announced in Amarc September 22, 2025 release) were also announced that expanded the deposit approximately 300 m to the southeast. Highlights from Drill Holes Located on Sections 7900N and 8200N at AuRORA Include:
| · | JP25107 201 m of 1.40 g/t Au, 0.28% Cu and 2.6 g/t Ag including |
|
| 32 m of 1.65 g/t Au, 0.27% Cu and 2.0 g/t Ag and |
|
| 94 m of 2.08 g/t Au, 0.41% Cu and 3.4 g/t Ag |
| · | JP 25109 201 m of 1.38 g/t Au, 0.27% Cu and 1.6 g/t Ag including |
|
| 135 m of 1.90 g/t Au, 0.30% Cu and 1.6 g/t Ag and |
|
| 111 m of 2.24 g/t Au, 0.34% Cu and 1.6 g/t Ag |
| · | JP25103 47 m of 1.50 g/t Au, 0.44% Cu and 5.4 g/t Ag |
On January 23, 2026, the Company announced the remaining assay results from the 2025 expansion drilling at the AuRORA Deposit. These holes show similar host rocks, alteration and mineralization types to those previously reported. Drill hole JP25119 located on Section 8300N expanded AuRORA a further +100 m to the north, for a cumulative +400 m northern extension of the deposit in 2025. Though drilled well outside the strong magnetic high hosting the high grade AuRORA mineralization discovered in 2024, significant grade intersections (117 m of 0.49 g/t Au, 0.19% Cu and 2.2 g/t Ag including 93 m of 0.54 g/t Au, 0.20% Cu, and 2.4 g/t Ag; and 98 m of 0.52 g/t Au, 0.13% Cu and 2.6 g/t Ag) were encountered in JP25119, in rock with a comparatively weak magnetic signature and outside of the main core of IP chargeability responses. The recognition that mineralization is not restricted to magnetic highs or the strongest IP chargeability responses in the JOY District opens up potential for further discovery and development of a significant porphyry Au-Cu district at JOY.
3 Hole drilled in 2024 and announced in Amarc February 28, 2025 release.
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A single large step out scout hole (JP25120) was completed a further +500 m to the east-northeast of hole JP25119 and targeted on a magnetic high within the comparatively lower contrast area in IP chargeability anomaly that defines the NWG Target. It intercepted significant Au-Cu-Ag mineralization at depth (33 m of 0.58 g/t Au, 0.22% Cu and 5.4 g/t Ag; and the last 36 m of the hole returned 0.29 g/t Au, 0.28% Cu and 5.9 g/t Ag).
Hole JP25114 drilled 550 m south of the AuRORA Deposit within the NWG Target area, intercepted promising Au-Ag-Cu mineralization (12 m of 0.40 g/t Au and 0.5 g/t Ag; and 74 m of 0.92 g/t Au, 0.05% Cu and 0.6 g/t Ag). These strongly anomalous Au grades may mimic the anomalous Au concentrations in plumes observed above the Kemess East Au-Cu Porphyry Deposit in the Kemess Mining District located adjacent to the south of the JOY District4, where the plumes overlie the main porphyry centres below.
Table 2: AuRORA Deposit 2025 Drill Results
Section | Drill Hole | Incl. | From (m) | To (m) | Int.1,2,3 (m) | Au (g/t) | Cu (%) | Ag (g/t) |
8400N | JP25120 |
| 564.00 | 597.00 | 33.00 | 0.58 | 0.22 | 5.4 |
| 639.50 | 675.40 | 35.90 | 0.29 | 0.28 | 5.9 | ||
8300N | JP25119 |
| 461.00 | 577.65 | 116.65 | 0.49 | 0.19 | 2.2 |
Incl. | 470.00 | 563.00 | 93.00 | 0.54 | 0.20 | 2.4 | ||
| 602.00 | 700.00 | 98.00 | 0.52 | 0.13 | 2.5 | ||
Incl. | 602.00 | 627.53 | 25.53 | 0.93 | 0.21 | 2.4 | ||
8200N | JP25103 |
| 42.00 | 43.80 | 1.80 | 0.03 | 0.45 | 999.0 |
| 329.00 | 376.28 | 47.28 | 1.50 | 0.44 | 5.4 | ||
JP25109 |
| 220.00 | 420.95 | 200.95 | 1.38 | 0.27 | 1.6 4 | |
Incl. | 286.00 | 420.95 | 134.95 | 1.90 | 0.30 | 1.6 | ||
and | 286.00 | 397.00 | 111.00 | 2.24 | 0.34 | 1.6 | ||
8100N | JP25089 |
| 36.00 | 70.30 | 34.30 | 0.25 | 0.10 | 6.3 |
| 225.00 | 351.00 | 126.00 | 0.97 | 0.32 | 4.8 | ||
Incl. | 225.00 | 286.00 | 61.00 | 1.24 | 0.47 | 7.8 | ||
JP25091 |
| 132.00 | 363.00 | 231.00 | 0.83 | 0.22 | 2.3 | |
Incl. | 150.00 | 291.00 | 141.00 | 1.11 | 0.31 | 3.0 | ||
and | 192.00 | 282.00 | 90.00 | 1.42 | 0.36 | 3.4 | ||
JP25094 |
| 186.00 | 339.60 | 153.60 | 0.79 | 0.27 | 4.1 | |
Incl. | 222.00 | 327.00 | 105.00 | 1.08 | 0.35 | 5.2 | ||
and | 264.00 | 324.00 | 60.00 | 1.58 | 0.45 | 6.7 | ||
8000N | JP240836 | 74.00 | 278.00 | 204.00 | 0.74 | 0.28 | 3.9 | |
Incl. | 157.35 | 208.20 | 50.85 | 1.51 | 0.53 | 6.5 | ||
JP25086 | 60.00 | 135.00 | 75.007 | 0.71 | 0.27 | 2.4 | ||
Incl. | 66.00 | 135.00 | 69.00 | 0.76 | 0.28 | 2.6 | ||
and | 66.00 | 99.00 | 33.00 | 1.11 | 0.41 | 3.0 | ||
| 266.00 | 284.80 | 18.80 | 0.54 | 0.30 | 4.8 | ||
| 297.00 | 326.00 | 29.00 | 0.11 | 0.13 | 2.3 | ||
JP25095 |
| 308.00 | 375.00 | 67.00 | 0.18 | 0.13 | 2.8 | |
Incl. | 329.00 | 375.00 | 46.00 | 0.20 | 0.15 | 3.4 | ||
| 410.80 | 430.00 | 19.20 | 0.10 | 0.18 | 2.6 | ||
JP25100 |
| 101.00 | 301.40 | 200.408 | 0.70 | 0.24 | 1.8 | |
Incl. | 101.00 | 150.50 | 49.50 | 0.38 | 0.17 | 1.5 | ||
Incl. | 158.80 | 301.40 | 142.60 | 0.86 | 0.28 | 2.0 | ||
and | 202.00 | 235.00 | 33.00 | 0.84 | 0.33 | 2.4 | ||
and | 253.00 | 301.40 | 48.40 | 1.45 | 0.33 | 2.1 | ||
JP25093 |
| 84.00 | 204.00 | 120.00 | 0.28 | 0.30 5 | 3.5 | |
Incl. | 102.00 | 204.00 | 102.00 | 0.31 | 0.30 | 3.6 | ||
| 238.00 | 249.00 | 11.00 | 0.44 | 0.30 | 4.0 | ||
7900N | JP25107 |
| 21.00 | 222.00 | 201.00 | 1.40 | 0.28 | 2.6 |
Incl. | 30.00 | 62.06 | 32.06 | 1.65 | 0.27 | 2.0 | ||
Incl. | 70.85 | 165.00 | 94.15 | 2.08 | 0.41 | 3.4 | ||
7800N | JP25102 | 308.00 | 346.05 | 38.05 | 0.59 | 0.11 | 2.4 | |
376.70 | 468.00 | 91.30 | 0.31 | 0.18 | 4.1 |
4 Rebagliati, C.M., Duuring, P., Dickinson, J.M., and McKinley, B., and Fagan, A.J., 2020, Geology and exploration of the Jurassic porphyry-style Cu-Au-Ag±Mo mineralization in the Kemess-Pine area of the Toodoggone District of British Columbia, Canada, in: updated CIM Special Volume 57, Society of Exploration Geologists, pp. 253-266.
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Section | Drill Hole | Incl. | From (m) | To (m) | Int.1,2,3 (m) | Au (g/t) | Cu (%) | Ag (g/t) |
7700N | JP25087 | 78.00 | 243.00 | 165.00 | 0.38 | 0.16 | 1.7 | |
Incl. | 162.00 | 228.00 | 66.00 | 0.65 | 0.25 | 2.7 | ||
JP25096 | 182.75 | 225.00 | 42.25 | 0.36 | 0.11 | 2.9 | ||
257.00 | 336.50 | 79.50 | 0.27 | 0.24 | 3.2 | |||
JP25118 | 240.00 | 477.00 | 237.00 | 0.19 | 0.15 | 2.9 | ||
Incl. | 327.00 | 412.40 | 85.40 | 0.20 | 0.23 | 4.8 | ||
Incl. | 422.50 | 444.00 | 21.50 | 0.28 | 0.34 | 4.7 | ||
7600N | JP25098 |
| 202.00 | 440.10 | 238.1 | 0.40 | 0.25 | 4.3 |
Incl. | 253.00 | 412.00 | 159.00 | 0.43 | 0.33 | 5.1 | ||
and | 356.65 | 412.00 | 55.35 | 0.54 | 0.35 | 4.7 | ||
and | 356.65 | 375.00 | 18.35 | 0.58 | 0.43 | 6.2 | ||
JP25088 | 194.00 | 300.00 | 106.00 | 0.62 | 0.27 | 3.1 | ||
Incl. | 213.00 | 288.00 | 75.00 | 0.76 | 0.33 | 3.6 | ||
JP25090 | 117.00 | 279.40 | 162.40 | 0.22 | 0.10 | 0.9 | ||
Incl. | 192.00 | 240.00 | 48.00 | 0.42 | 0.15 | 1.3 | ||
JP25097 | 144.00 | 278.45 | 134.45 | 0.32 | 0.18 | 2.8 | ||
Incl. | 180.00 | 278.45 | 98.45 | 0.30 | 0.22 | 3.5 | ||
and | 180.00 | 231.00 | 51.00 | 0.35 | 0.23 | 3.4 | ||
JP25112 | 270.00 | 435.00 | 165.00 | 0.19 | 0.22 | 5.3 | ||
Incl. | 360.00 | 435.00 | 75.00 | 0.22 | 0.31 | 7.7 | ||
7500N | JP25092 | 207.00 | 273.00 | 66.00 | 0.12 | 0.12 | 1.7 | |
Incl. | 210.00 | 249.00 | 39.00 | 0.13 | 0.16 | 2.0 | ||
7450N | JP25115 | 213.00 | 289.709 | 76.70 | 0.20 | 0.15 | 3.3 | |
303.00 | 417.80 | 114.80 | 0.26 | 0.29 | 3.1 | |||
6900N | JP2511410 | 27.00 | 39.00 | 12.00 | 0.40 | 0.0011 | 0.612 | |
96.00 | 169.55 | 73.55 | 0.92 | 0.05 | 0.6 |
Notes to Table 2:
| 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. | Values rounded to one decimal place; underlying results for Ag (g/t) are 1.57, 1.58, and 1.61, respectively. |
| 5. | Values rounded to two decimal places; underlying results for Cu (%) are 0.300, 0.305 and 0.297, respectively. |
| 6. | Drill hole JP24083 previously released on February 28, 2025. |
| 7. | Drill hole JP25086 interval 90-93 m comprised broken ground, no core was recovered, and it was therefore averaged at zero grade. |
| 8. | Drill hole JP25100 intervals 135.8-136.4 m, 142.4-146 m, 148-149.2 m, 150.5-152.1 m comprised broken ground, no core was recovered, and they were therefore averaged at zero grade. |
| 9. | Drill hole JP25115 interval 234-235.2 m comprised broken ground, no core was recovered, and it was therefore averaged at zero grade. |
| 10. | Drilled in Northwest Gossan (NWG) Target. |
| 11. | Value rounded to two decimal places; underlying result for Cu (%) is 0.0049%. |
| 12. | Values rounded to one decimal place; underlying results for Ag (g/t) are 0.55 and 0.62, respectively. |
| 13. | Drill hole JP25101 was lost and redrilled at JP25103 which was previously released. |
Quality Assurance/Quality Control Program
Amarc drilled HQ (63.5mm) and NQ (47.6mm) size core in 2025 at the JOY project. All drill core was logged, photographed, and cut in half with a diamond saw. Half core samples from the AuRORA Deposit and other drilling across the JOY District were sent to ALS Canada Ltd., Kamloops, Canada, for preparation and to North Vancouver, Canada for analysis. Both facilities are ISO/IEC 17025:2017 accredited. At the laboratory, samples were dried and crushed to 70% passing −2 mm, followed by pulverization of a 250 g split to better than 85% passing 75 microns; however, for AuRORA Deposit samples, a 1,000 g split was pulverized to the same particle-size specification. All samples were analyzed for Au by fire assay fusion of a 30 g sub-sample with an ICP-AES finish, and for 60 elements including Cu, Mo and Ag by a four-acid digestion, multi-element ICP-MS package. In addition, all samples from the AuRORA Deposit were also analyzed for Cu by single element four-acid digestion ICP-AES, for oxidized Cu by quick sulphuric acid / ferric sulphate leach AAS and for soluble Cu by sulphuric acid leach AAS. As part of a comprehensive Quality Assurance/Quality Control ("QAQC") program, Amarc control samples were inserted in each analytical batch of the core samples at the following rates: standards one in 20 regular samples, duplicate sets (half core, coarse reject, and pulp split) one in 20 regular samples and one coarse blank in 20 regular samples. The control sample results were then checked to ensure proper QAQC.
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Figure 4
Figure 4 shows the NWG Target that hosts the AURORA Deposit, some 17 km northwest of the PINE Trend which host the TWINS and CANYON Discoveries and the PINE Deposit. The Brenda Deposit is located east of AuRORA.
Figure 5
Figure 5 shows 2024-2025 drilling at the AuRORA Au-Cu-Ag Deposit and the location of holes JP250114 to the south and JP25120 to the north, representing further extensions to the AuRORA Deposit or potential new deposits within the NWG Target. The figure also shows the location of the sections below.
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Figure 6a
Figure 6b
TWINS Discovery:
The TWINS Au-Cu Discovery is located within an 8.5 km2 IP chargeability geophysical anomaly that defines the TWINS Target. An early and relatively shallow scout hole (JP22020) tested a magnetic high within the IP chargeability anomaly and intersected a broad 210 m geochemically anomalous interval with 0.14 g/t Au and 0.03% Cu from 12 m5. A step-back hole (JP24051) drilled in 2024 beneath JP22022 returned encouraging intercepts with alteration and mineralization strengthening with depth.
In 2025, TWINS drillhole JP25106 stepped back further and targeted underneath holes JP24051 and JP22020. It intercepted at depth 300 m at 0.51 g/t Au and 0.23% Cu, including 243 m at 0.59 g/t Au and 0.26% Cu, 135 m at 0.86 g/t Au and 0.38% Cu and 45 m at 1.08 g/t Au and 0.47% Cu. This mineralization is associated with potassic alteration and chalcopyrite mineralization hosted within the lower Toodoggone Formation. Figure 7 is a cross section showing the various intersections in the TWINS Discovery and a table of the results from drilling at TWINS to the end of 2025.
5 The intercepts for these holes have been adjusted from those originally released based on new information.
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Figure 76
For Notes 1-3, see Table 2.
6Hole JP24051 was re-entered and drilled as hole JP25113.
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DUKE District
Location and Infrastructure
The DUKE District is located in central BC, in the Omineca Mining Division. The centre of the project is approximately 85 km northeast of Smithers, BC, at 55º 14’ 35” N Latitude and 126º 10’ 25” W Longitude; or UTM Zone 9 (NAD 83) at 6,126,000 m N and 681,000 m E. Figure 8 shows the location of the DUKE District claims and the infrastructure in the region.
Figure 8
Property Description
Amarc owns 40% interest in and is the operator of the DUKE District. The DUKE Project tenure consists of 113 claims covering 81,105 ha (200,415 acres). Of these, 109 claims covering an area of 80,812 ha are held by Amarc on behalf of under the DUKE JV in which Boliden holds a 60% interest and Amarc holds a 40% interest (see Agreement with Boliden below) and 4 claims covering an area of 293.89 ha (726 acres) are held under option by Amarc from Richard Billingsley who owns 100% of the claim interest. 103 claims are in good standing until January 1, 2037, two claims are in good standing until March 20, 2036 and 4 claims are in good standing until June 3, 2027.
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Figure 9
Agreement with Boliden
On November 22, 2022, Amarc announced it had entered into an agreement (the “Agreement”) with Boliden. Under the terms of the Agreement, Boliden has a two-staged option to earn up to a 70% interest in the DUKE District.
Effective as of April 1, 2026, a Boliden 60%/Amarc 40% Joint Venture (the “DUKE JV”) as defined by the Mineral Property Earn-in Agreement, dated November 21, 2022, has commenced and Amarc and Boliden have entered into a Joint Venture Agreement dated April 30, 2026 that governs the DUKE JV. Boliden has, to the end of 2025, completed an investment of $30 million to earn its 60% interest and has elected not to exercise the option to increase its interest from 60% to 70% by investing a further $60 million. Under the DUKE JV, Boliden can now invest 60% and Amarc 40% in future programs or dilute their interest in the DUKE JV (Amarc release April 2, 2026). Amarc continues to be operator.
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Trail Peak Option
In September 2023, Amarc announced it had entered into an option agreement (the “Agreement”) with Richard J (Dick) Billingsley (“Optionor”) on a group of mineral claims, covering some 2.34 km2, located internal to and near to the northern extent of the DUKE property. Under the terms of the Agreement, Amarc and Boliden can acquire 100% of these claims, subject to a 2% Net Smelter Returns royalty retained by the Optionor 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 in the amount of $20,000 per year for a period of 10 years (total of 200,000 shares and $250,000 cash).
Project Highlights
The DUKE District includes both the DUKE porphyry Cu deposit discovery and a series of porphyry Cu-Au deposit targets generated from the Company’s district-scale targeting program.
Although explored historically, the extensive porphyry Cu system at the DUKE discovery was not fully delineated. Many of the 21 historical shallow and closely spaced core holes intersected and ended in significant Cu-Mo-Au-Ag mineralization within a small portion of a 4.7 km2 IP chargeability anomaly. In 2017 and 2018, Amarc completed seven core holes over an area measuring approximately 400 m north-south by 600 m east-west (Amarc December 19, 2017 and June 12, 2018 releases) at the DUKE Deposit, successfully intersecting porphyry copper-style mineralization to a vertical depth of 360 m. This mineralization remained open to expansion. The eighth hole, drilled one kilometre to the north within the 4.7 km2 sulphide mineral system, intersected similar porphyry Cu-Mo-Ag-Au mineralization.
In addition, Amarc completed a comprehensive compilation of government and historical data over the entire DUKE District claim holdings. This detailed scientific work has provided a new interpretation of the geological, geochemical and geophysical characteristics of the Babine belt, and identified 16 initial and previously unrecognized porphyry Cu deposit-scale targets with exciting potential (Amarc May 6, 2020 release). The databases compiled and leveraged for this work were extensive: they include data from the BC Geological Survey, Geoscience BC, numerous historical industry workers and Amarc. The targeting study covered an area 140 km by 110 km (15,400 km2). Datasets include >2,300 regional geochemical samples, 116,344 line-km of airborne magnetic and radiometrics, and 25,500 line-km of aerogravity.
Between early December 2022 and mid-March 2023 Amarc completed 24 core drill holes (11,086 m) in 80 drill days (Amarc June 15, 2023 release). Two drill rigs focused on further delineating the DUKE Cu-Mo-Ag-Au Deposit, while a third rig tested the shallow overburden covered 4.7 km2 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% CuEQ7(0.31% Cu, 0.019% Mo, 0.07 g/t Au, 1.5 g/t Ag) (DK22009) |
| · | 217 m of 0.45% CuEQ (0.33% Cu, 0.018% Mo, 0.08 g/t Au, 1.5 g/t Ag) (DK22010) |
| · | 30 m of 0.47% CuEQ (0.36 % Cu, 0.015% Mo, 0.06 g/t Au, 3.2 g/t Ag) (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) (DK23015) |
| · | 82 m of 0.41% CuEQ (0.30% Cu, 0.017% Mo, 0.06 g/t Au, 1.1 g/t Ag) (DK23022) |
| · | 36 m of 0.47% CuEQ (0.34% Cu, 0.024% Mo, 0.06 g/t Au, 1.5 g/t Ag) (DK23024) |
| · | 33 m of 0.40% CuEQ (0.30% Cu, 0.017% Mo, 0.05 g/t Au, 1.5 g/t Ag) (DK23026) |
Of the 24 holes drilled, 16 widely spaced drill holes (7,552 m) were completed to further delineate the DUKE Deposit. These holes increased the size of the DUKE Deposit porphyry Cu–Mo-Ag-Au system and 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.
The 2022-2023 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. Significant potential exists with further drilling for the definition of internal higher grade zones.
7 See Tables 3,4, Note 4 for CuEQ calculations.
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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 Cu–Mo mineralization from the intrusions into the enclosing volcanic and sedimentary rocks greatly expands the DUKE Deposit volume potential.
At this time, Amarc also completed eight core holes (3,534 m) outside of the DUKE Deposit but within the surrounding mineralized system as outlined by a 4.7 km2 IP anomaly. These widely spaced (300 m to 500 m apart) drill holes tested a series of geophysical and geological targets. Notably, drill hole DK23012, located 500 m northwest of the DUKE Deposit, returned a significant 30 m intercept (see intercepts above) for follow-up drilling. Ongoing data interpretation and modelling is aimed at vectoring outward from the DUKE Deposit toward this target, and other zones of mineralization within the overall mineralized system.
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 May 17, 2023 and November 21, 2023 releases). The results of this program defined six deposit targets for drill testing, including the Svea Target, JO Target and also a pipeline of additional porphyry Cu-Au targets for further assessment prior to drill testing (Amarc January 19, 2024 and April 16, 2024 releases). In 2024, Amarc completed 19 scout core holes (5,815 m) at JO, C4 and Svea that identified mineralized environments (Amarc July 2, 2025 release).
During the winter of 2024, two rigs continued with delineation drilling of the DUKE Cu-Mo-Au-Ag Deposit and testing the DUKE Offset (Figure 10). Nine core holes were drilled, totalling some 4,828.2 m. Seven of the 9 drill holes intersected Cu-Mo-Au-Ag mineralization above an approximate grade of 0.15% CuEQ* over widths of 104 m to 385 m (Tables 3 and 4).
Highlights from the 2024 winter drilling at the DUKE Deposit include:
| · | 72 m of 0.45% CuEQ8 (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, 2.9 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 |
Using orientated core drilling and changing drilling orientations to along north-south sections (from previous east-west sections) has 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.
A new and positive structural element at the south end of the DUKE Deposit, 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-Ag mineralized zones. Notably, recognition of the SGF indicated 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.
Also drill holes DK24038 and DK24040 returned important Cu-Mo-Ag intercepts and with a previously reported intercept in DK18004 (Amarc June 12, 2018 release), commencing to outline a newly recognized volume of mineralized rock to the west of the DUKE Fault which represents an offset portion of the DUKE Deposit – the DUKE Offset - that was displaced some 450 to 500 m northwards (Figure 10). 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-Ag mineralization intersected in hole DK 17001 (Amarc June 12, 2018 release). The last 94 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 an Au intersection of 0.68 g/t Au over 9 m from 509 to 518.5 m at the bottom of the hole.
8See Tables 3,4, Note 4 for CuEQ calculations.
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Table 3: DUKE Deposit 2024 Assay Results
Drill Hole5 | Azim (°) | Dip (°) | EOH (m) | Incl. | From (m) | To (m) | Int.1,2,3 (m) | CuEQ4 (%) | Cu (%) | Mo (%) | Au (g/t) | Ag (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 |
Table 4: DUKE Deposit Offset 2024 Assay Results
Drill Hole5 | Azim (°) | Dip (°) | EOH (m) | Incl. | From (m) | To (m) | Int.1,2,3 (m) | CuEQ4 (%) | Cu (%) | Mo (%) | Au (g/t) | Ag (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 Tables 3,4:
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 process prices of: Cu US$4/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. * 22.04623)) + ((Mo% * (Mo recovery / Cu recovery) * (Mo $ per lb.) / Cu $ per lb.)). |
Analytical & Quality Assurance/Quality Program
Amarc drilled NQv (48.1mm) size core in the winter of 2024. All drill core was logged, photographed, and cut in half with a diamond saw. Half core samples from the DUKE drilling were sent to ALS Canada Ltd., Kamloops, Canada, for preparation and to North Vancouver, Canada for analysis. Surface rock samples from the 2023 program were sent to either Kamloops or North Vancouver for preparation and were also analyzed in North Vancouver. Both facilities are ISO/IEC 17025:2017 accredited. At the laboratory, samples were dried, crushed to 70% passing -2mm, and a 250 g split pulverized to better than 85% passing 75 microns. Samples were analyzed for Au by fire assay fusion of a 30 g sub-sample with an ICP-AES finish, and for 60 elements including Cu, Mo and Ag by a four-acid digestion, multi-element ICP-MS package. As part of a comprehensive Quality Assurance/Quality Control (“QAQC”) program, Amarc control samples were inserted in each analytical batch of the core samples at the following rates: standards one in 20 regular samples, in-line replicates one in 20 regular samples and one coarse blank per hole. For surface rock samples, at least one standard was inserted in each analytical batch. The control sample results were then checked to ensure proper QAQC.
For additional information on the 2022-2024 programs see the 2025 Amarc Form on 20F which is filed on EDGAR.
Recent Work
2025 Program
DUKE District programs have collectively expanded the DUKE Deposit and revealed potential for the development of a porphyry Cu-Au district (see Amarc release July 2, 2025). Amarc’s systematic and extensive exploration continues to identify prospective, Cu-Au mineralized targets while efficiently screening out less prospective areas. In 2025, greenfield reconnaissance scale IP ground geophysical survey work (58 line-km), geochemical (1,012 soil samples) and geological surveys, were combined with the drilling of 36 holes (9,208 m) comprising five holes9 at the DUKE Deposit and DUKE Offset and 31 scout holes other target areas throughout the extensive tenure.
Two holes were drilled into the DUKE Deposit area (DK25086, DK25087) (Figure 10) within the east-west trending SGF structural corridor which, like many other mineralized corridors in the Babine Region, is proving to have a spatial relationship to the development of significant Cu-Mo mineralized zones (Amarc June 25, 2024 release). A few short historical holes drilled in the 1970’s cut the shallowest portions of this targeted volume to the south of the DUKE Deposit. 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 Amarc DUKE Project 2020 Technical Report, referenced above). Hole DK25086 returned 211 m of 0.25% CuEQ (0.19% Cu, 0.01% Mo, 0.03 g/t Au, 1.0 g/t Ag) from 151 m, including 89 m of 0.33% CuEQ (0.24% Cu, 0.02% Mo, 0.04 g/t Au, 1.2 g/t Ag) from 273 m, and hole DK25087 returned 66 m of 0.10% CuEQ (0.08% Cu, 0.01 g/t Au, 0.4 g/t Ag) from 137 m. These newly identified mineralized volumes are open to expansion with further drilling.
Previous drilling by Amarc within the DUKE Offset encountered important Cu-Mo mineralization outlining a newly recognized volume of mineralized rock west of the DUKE Fault (Amarc June 25, 2024 release). In 2025, three holes were drilled along a 440 m long east-west fence across the southern end of DUKE Offset (120 m to 150 m south of previous drilling), extending this deposit-area (Figure 10). Hole DK25085 returned 84 m at 0.16% CuEQ (0.10% Cu, 0.01% Mo, 0.02 g/t Au, 1.0 g/t Ag) from 105 m, hole DK25094 returned 12 m of 0.16% CuEQ (0.09% Cu, 0.02% Mo, 0.01 g/t Au, 0.5 g/t Ag) from 54 m, and hole DK25093 returned 31 m of 0.18% CuEQ (0.13% Cu, 0.01% Mo, 0.02 g/t Au, 0.6 g/t Ag) from 31 m, 95 m of 0.13% CuEQ (0.10% Cu, 0.02 g/t Au, 0.5 g/t Ag) from 101 m, 74 m of 0.18% CuEQ (0.11 Cu, 0.01% Mo, 0.09 g/t Au, 0.9 g/t Ag) from 219 m and 36 m of 0.20% CuEQ (0.15% Cu, 0.05 g/t Au, 1.4 g/t Ag) from 314 m. The DUKE Offset area now extends over greater than 400 m north-south, up to 450 m east-west and 250 m in depth (Amarc April 2, 2026 release).
9 Four new holes and one hole was extended.
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Drilling in the DUKE District in 2025 focused on scout drilling at a number of drill-ready targets. Five holes were also completed across a 2.3 km long east-northeast trending fence on the DUKE property, on the north side of the NAK Deposit mineral tenure (held by a third party)10. A centre of anomalous porphyry-style Cu-Au mineralization was confirmed: hole DKC25074 returned 86 m of 0.13% CuEQ (0.10% Cu, 0.03 g/t Au, 2.3 g/t Ag) from 46 m, including 38 m at 0.22% CuEQ (0.19% Cu, 0.03 g/t Au, 2.1 g/t Ag) from 59 m. Elsewhere along this drill fence, hole DKC25071 encountered both 10 and 67 m intervals of anomalous Cu ranging from 0.08% to 0.06% Cu and 0.09 to 0.06 g/t Au (Amarc release April 2, 2026). Other mainly short scout holes drilled at other targets did not return significant results.
Figure 10
Figure 10 shows the DUKE Deposit is located within a 4.7 km2 Chargeability Anomaly indicating the potential for a sizeable mineral system. The figure also shows new potential revealed by drilling in 2024 to the south of the South Graben Fault and at the DUKE Offset, located to the north and west of the DUKE Fault, and key results from drilling in 2022-2025.
10 American Eagle website https://americaneaglegold.ca
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IKE District
Location and Infrastructure
The IKE District is located in the Clinton and Lillooet Mining Divisions, approximately 35 km northwest of Gold Bridge in west central BC. Figure 11 shows the location of the IKE District and infrastructure within the region. The centre of work on the IKE Deposit is located at 51º 02’ 32” N Latitude and 123º 22’ 20” W Longitude; or UTM Zone 10 (NAD 83) at 5,654,600 m N and 473,900 m E.
Figure 11
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Property Description
Amarc owns 100% interest and is the operator of the IKE District. The project comprises the adjoining IKE, Galore, Granite properties acquired from other companies (as described below) and the Juno property staked by Amarc and shown in Figure 12. It also shows the location of the IKE and Empress deposits and the Empress East, Buzzer and other targets described under Project Highlights.
Figure 12
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% 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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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 Gold Inc.) pursuant to which Thompson Creek could acquire, through a staged investment process within five years, a 30% ownership interest in mineral claims and crown grants covering the IKE Project. Under the terms of the Agreement, Thompson Creek also received an option, after acquiring its 30% interest, to acquire an additional 20% interest in the IKE District, subject to certain conditions, including the completion of a Feasibility Study. On January 11, 2017, Amarc announced that Thompson Creek relinquished its option having been acquired by Au-focused Centerra Gold. 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.
Amarc holds a 100% interest in the IKE District comprising, in total, 133 mineral claims, including 9 crown grants[11] (Figure 13) covering an area of 53,210.36 hectares (131,486 acres). All of the mineral claims, have an expiry date of December 31, 2032.
Figure 13
Project Highlights
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 IKE District has the potential to develop into an important mining camp.
11 The 9 crown grants cover areas totalling 158.26 hectares (391.07 acres); the annual cost to retain is $197.83.
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IKE Porphyry Cu-Mo-Ag Deposit: The potential of the IKE porphyry deposit was recognized by Amarc during a review of porphyry occurrences located in underexplored mineral belts in BC. Limited historical drilling indicated the presence of a mineral system with characteristics favorable for an economically viable porphyry Cu-Mo-Ag deposit, underlying a significant area of gossanous material. Three historical drill holes, located over approximately 220 m, had intersected long continuous intercepts of chalcopyrite and molybdenite mineralization with encouraging grades, for example: Hole 11-1 returned 182 m of 0.41% CuEQ12 (0.31% Cu, 0.022% Mo, 1.9 g/t Ag and 0.01 g/t Au), including 58 m of 0.52% CuEQ (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 (0.31% Cu, 0.020% Mo, 3.3 g/t Ag and 0.01 g/t Au) including 32 m of 0.58% CuEQ (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 km2 hydrothermal system entirely within the Coast Plutonic Complex (“CPC”), 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 five typical drill holes of the 26 completed; each represents intercepts of >0.3% CuEQ, selected to characterize drilling from within the known mineralized porphyry body of the IKE Deposit since 2011.
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 |
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. | 341.7 | 378.6 | 36.9 | 0.43 |
| 1.2 | 0.068 | 0.69 |
| 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 | 0.49 | 0.024 | 3.5 | 0.032 | 0.64 |
| 359.0 | 437.0 | 78.0 | 0.44 | 0.019 | 3.0 | 0.038 | 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 |
Notes for Tables 5,6:
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$4.00/lb, Mo US$15.00/lb, Ag US$24.00/oz and Au US$1,800.00/oz and conceptual recoveries of: Cu 85%, 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)). |
12 CuEQ calculations Note 4, Table 5.
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In addition:
(-) | means not assayed for. |
Further details on:
· | Amarc drilling at IKE can be found in Amarc’s December 9, 2015, October 17, 2016, November 6, 2018 news releases. |
QAQC – IKE Area: Amarc drill core was logged, photographed and cut in half with a diamond saw. Half core samples from IKE were sent to Activation Laboratories Ltd., Kamloops, Canada facility (17025 accredited), for preparation and analyses. Drill core samples were analyzed for Cu, Mo, Au, Ag and 34 additional elements by 4 acid digestion of a 0.25 g sample followed by an ICP-AES finish. Cu, Mo, Ag, Au and 59 additional elements we also analyzed by Aqua Regia digestion of a 0.5 g sample followed by an ICP-MS finish. Au was also analyzed by fire assay fusion of a 30 g sample followed by ICP-AES finish. Amarc control samples were inserted in each analytical batch at the following rates: standards one in 20 regular samples, duplicates in one in 20 regular samples and blanks one in 50 regular samples. The control sample results were checked for proper QAQC.
Historical Drilling – IKE area: Amarc is not aware of any available and verifiable information on the security, sampling method, sample preparation procedures, analytical methods and analytical laboratories used in nine pre-1981 drill programs. Analytical data from this era was carefully derived from a set of downhole bar charts of Cu and MoS2 hand plotted at 1” = 50’ on cross-sections located in an internal company report, while for three holes Amarc is only aware of composite interval data. The assay results and sample from-two of the three 1981 drill holes were key punched by Amarc from an ARIS Assessment Report (accessed from the BC government files) which states Acme Analytical Laboratories, Vancouver, BC assayed the samples. Also as part of its due diligence, Amarc in 2013 selected 8 samples from the remaining half of the 2011 drill core, added three additional QAQC samples and submitted them to Acme for sample preparation, including the preparation of a second set of pulps from coarse reject splits for analysis.
Although the focus of exploration in 2024 was in the area of the Empress Deposit (see Recent Work below), subject to funding the Company has planned an expanded, phased drill program at the IKE deposit. The goals would be to establish a mineral resource, which would provide the basis for initial future economic studies. The Company has the required permit in-hand for the proposed drill program.
IKE District – Other Potential
Additionally, there are multiple other targets in the Greater Empress and broader IKE District. Limited exploration by historical operators and/or Amarc indicates that further survey work followed by drilling is warranted at these targets.
Greater Empress Area Other Cu±Au±Mo-Ag Porphyry and Replacement Targets: In addition to the Empress deposit (as discussed below), the 35 km2 Greater Empress area includes other identified compelling porphyry and replacement-style Cu-Au±Mo±Ag deposit and exploration targets. The deposit targets include, Buzzer, and the earlier-stage exploration targets include Empress West.
IKE District Porphyry and Epithermal Targets: The IKE District also hosts several other 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.
For further details on the other IKE District targets, see Amarc’s 2024 Form on 20F.
Greater Empress Area: Empress Cu-Au-Ag Replacement Deposit
The Greater Empress Area straddles the contact of the intrusive rocks of the CPC with older volcanic rocks to the north over a strike length of more than 15 km in the IKE District (Figure 14). Strong and widespread alteration with abundant sulphides along this contact are associated with a variety of deposit types, alteration assemblages, including Cu-Au-Ag replacement deposits such as Empress and Empress East, porphyry Cu±Au±Mo±Ag occurrences and high sulphidation epithermal Au-Ag systems.
Historical drilling encountered significant Cu-Au-Ag replacement-style mineralization at the Empress Deposit hosted by altered volcanics, commonly occurring near the surface and predominantly within 100 m vertically above the contact of the CPC intrusive rocks with the overlying volcanics. More limited historical drilling at the Empress East Deposit Target, some 1.3 km to the east, intercepted mineralization similar in both style and grade to the Empress Deposit. For further information on historical drilling at Empress, see Amarc’s 2024 Form on 20F.
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Amarc completed an exploration program in the IKE District in 2024 that focused on the potential of the historical Empress Cu-Au Deposit. Drilling by previous companies of the replacement style mineralization at Empress had encountered very encouraging Cu and Au grades. The $2.9 million program comprised two principle and supporting activities - geological re-examination (4,610.7 m in 27 drill holes) and resampling for analyses (1,541 samples from 23 holes) of historical drill core; and selected diamond drill testing on broad centres in nine (1,873 m) new core holes within the Empress Deposit and Empress East Deposit Target to determine the strength, continuity and form of the historically identified strong Cu-Au mineralization.
Key results of the re-assaying and re-logging program include:
| · | Approximately 29% of all available drill core was re-assayed with a majority of the historical assays showing strong positive correlations with the 2024 re-assay data, indicating that the historical database may be meaningfully integrated into future modelling and resource estimation; |
| · | Re-logging revealed a style and form of mineralization characterized by: (i) stacked significant grade Cu-Au, magnetite-silica replacement bodies within the volcanics; and (ii) thick, well mineralized porphyry-style Cu-Au-Mo intrusive-hosted zones; and |
| · | A new appreciation of the importance of structural controls on the development of higher-grade mineralized zones in the Empress replacement magnetite-silica bodies which provides a significant opportunity to build resources. |
| · | For further details on the re-logging program see Amarc’s May 14, 2025 release. |
In the 2024 drilling, six of the eight drill holes collared at the Empress Deposit intercepted significant Cu-Au mineralized zones, including:
| · | 181 m at 0.46% CuEQ (0.31 g/t Au, 0.29% Cu and 0.8 g/t Ag) from 30 m |
|
| and 60 m at 0.90% CuEQ (0.60 g/t Au, 0.56% Cu and 1.3 g/t Ag) from 123 m in hole EM24074 |
| · | 68 m at 0.56% CuEQ (0.30 g/t Au, 0.38% Cu and 1.0 g/t Ag) from 123 m |
|
| incl. 29 m at 0.73% CuEQ (0.46 g/t Au, 0.47% Cu and 1.3 g/t Ag) from 153 m in EM24075 |
Results from new drilling are presented in Table 6 below. Figure 14 is a drill hole plan showing the location of historical and 2024 drill holes and section lines. Figure 15 is Section A, oriented east-west, along the corridor the Empress Deposit, and Empress Gap and Empress East Deposit Targets. Figure 16 includes south-north cross sections through Empress (sections B, C, D) and Empress East (section E).
Table 6: Assay Results from Amarc’s 2024 Drill Program at Greater Empress
Deposit | Section | Drill Hole | Incl. | From (m) | To (m) | Int.1,2,3 (m) | CuEQ4 (%) | Au (g/t) | Cu (%) | Ag (g/t) |
Empress | B-B’ | EM24074 |
| 6.00 | 24.00 | 18.00 | 0.23 | 0.14 | 0.15 | 0.6 |
|
|
| 30.00 | 210.50 | 180.50 | 0.46 | 0.31 | 0.29 | 0.8 | |
|
| Incl. | 72.00 | 210.50 | 138.50 | 0.55 | 0.37 | 0.34 | 0.9 | |
|
| and | 111.00 | 189.00 | 78.00 | 0.78 | 0.54 | 0.47 | 1.1 | |
|
| and | 123.00 | 183.00 | 60.00 | 0.90 | 0.60 | 0.56 | 1.3 | |
B-B’ | EM24075 |
| 123.00 | 191.28 | 68.28 | 0.56 | 0.30 | 0.38 | 1.0 | |
|
| Incl. | 153.00 | 182.00 | 29.00 | 0.73 | 0.46 | 0.47 | 1.3 | |
B-B’ | EM24076 |
| 5.60 | 19.90 | 14.30 | 0.22 | 0.13 | 0.14 | 0.4 | |
|
|
| 41.00 | 95.00 | 54.00 | 0.19 | 0.10 | 0.14 | 0.5 | |
|
|
| 132.00 | 150.00 | 18.00 | 0.31 | 0.18 | 0.21 | 0.4 | |
|
|
| 162.42 | 191.85 | 29.43 | 0.50 | 0.32 | 0.32 | 0.8 | |
B-B’ | EM24077 |
| 146.50 | 150.00 | 3.50 | 0.37 | 0.26 | 0.22 | 1.1 | |
C-C’ | EM24078 |
| 72.00 | 104.00 | 32.00 | 0.83 | 0.70 | 0.43 | 2.7 | |
|
|
| 130.00 | 202.00 | 72.00 | 0.40 | 0.20 | 0.28 | 0.8 | |
|
| Incl. | 143.75 | 177.68 | 33.93 | 0.58 | 0.28 | 0.41 | 0.9 | |
D-D’ | EM24079 |
| 90.00 | 180.00 | 90.00 | 0.20 | 0.09 | 0.15 | 0.6 | |
C-C’ | EM24080 |
| 3.00 | 17.00 | 14.00 | 0.37 | 0.21 | 0.25 | 1.0 | |
|
|
| 65.00 | 69.00 | 4.00 | 0.49 | 0.46 | 0.22 | 1.7 | |
|
|
| 99.00 | 186.00 | 87.00 | 0.36 | 0.22 | 0.23 | 1.0 | |
|
| Incl. | 99.00 | 140.00 | 41.00 | 0.52 | 0.36 | 0.31 | 1.3 | |
|
| Incl. | 162.75 | 186.00 | 23.25 | 0.27 | 0.11 | 0.20 | 0.8 | |
C-C’ | EM24081 | No Significant Results | ||||||||
Empress East | E-E’ | EM24082 |
| 42.70 | 54.00 | 11.30 | 0.53 | 0.46 | 0.27 | 1.3 |
|
|
| 86.00 | 93.00 | 7.00 | 0.30 | 0.07 | 0.25 | 0.9 | |
|
|
| 111.00 | 195.00 | 84.00 | 0.46 | 0.20 | 0.34 | 1.8 | |
|
| Incl. | 162.00 | 195.00 | 33.00 | 0.67 | 0.22 | 0.53 | 3.4 | |
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 90%, 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. | For further details on 2024 drilling see Amarc May 14, 2025 release. |
QAQC – Empress Area: Amarc drilled nine core holes (1,873 m) at the IKE Project in 2024. In addition, the Company re-sampled and re-assayed 23 historical drill holes (4,393 m for 1,541 samples).
Sample Preparation & Methodology: The 2024 Amarc core was logged, photographed and cut in half with a diamond saw. The resampled historical core was relogged, photographed and sampled using a variety of methods outlined below. The intent of the historical drill core re-sampling program was twofold: 1. to validate the historical Aqua Regia digestion method for Cu, Ag, and Mo; and 2. to assess the reliability of the historical Au fire assay results.
Assay data for approximately 5,643 samples from short percussion and core holes drilled in the Greater Empress Area (i.e. Empress Deposit, and the Empress East, Empress Gap and Empress West Deposit Targets) are available. Gold assays are partially absent from the historical database (i.e. partially absent for years 1969, 1976, 1981 and completely absent for years 1965, 1970, & 1971), and only Cu and Mo assays are available from the percussion holes, analyzed using a wide range of methods. Of the original historical samples, 90% were analyzed by VanGeochem and 10% by an unknown laboratory. These results and diverse geological interpretations from the historical drill holes were assessed and validated by Amarc.
A total of 27 historical holes were re-logged by Amarc, including 21 holes from the Empress Deposit, 3 holes from Empress East Deposit Target and 1 hole from each of the Empress West, Empress Gap and Granite Targets. Of the 27 historical core holes previously drilled in the Greater Empress Area, a total of 23 drill holes were selected for the re-sampling and re-assaying program. The re-sampling of the historical core involved 4 primary collection methods: 1. total utilization of the remaining half-core splits; 2. whole core sampling of intervals that were not originally sampled; 3. total utilization of every alternate down-hole core segment (i.e. being either half or full core); and 4. utilization of coarse rejects of crushed half core that was prepared and left on site by the original operators. The 2024 re-sampling of the historical core sample intervals were matched as closely as possible but was subject to minor interval discrepancies due to varying states of preservation of the historical core and original depth markings.
All 2024 core samples were sent to ALS Canada Ltd., Kamloops or Langley, Canada, for preparation and to North Vancouver, Canada for analysis. All facilities are ISO/IEC 17025:2017 accredited. At the laboratory, samples were dried, crushed to 70% passing -2mm, and a 250 g split was pulverized to better than 85% passing 75 microns. Samples were analyzed for Au by fire assay fusion of a 30 g sub-sample with an ICP-AES finish, and for Cu, Ag and 58 additional elements by a 4-acid digestion, multi-element ICP-MS/AES package. Samples with Cu results > 10,000 ppm were re-analyzed by an ore-grade single element four-acid digestion ICP-AES method. As part of the comprehensive QAQC program, Amarc control samples were inserted in each analytical batch as follows: Analytical standards 1 in 20 regular samples, in-line duplicate samples 1 in 20 regular samples and one coarse blank per hole. The control sample results were then checked to ensure satisfactory QAQC protocols.
Re-assay Analyses: A semi-qualitative, first pass study comparing both the historical assays and 2024 re-assayed data was conducted using: 1. Pearson Correlation Coefficient; 2. Exploratory data; and 3. Multivariant analyses. In general, the correlation analyses indicate highly favorable comparisons for both Cu and Ag, with moderate comparisons for Au and Mo.
In addition, and in support of these statistical studies, a simple ‘side-by-side’ downhole comparative analysis between both the historical and re-assayed results for 19 drill holes was conducted, where possible matching the most proximally sampled interval. This comparison indicated broad visual associations for: Cu, Au, Ag and Mo.
Overall, these results provide a high level of confidence for the use of the historical assay results in the ongoing exploration of the Greater Empress Area.
Historical Drilling – Empress area: Pre-1981 data are from digital files of a Taseko Property compilation. There are no assay certificates for these holes. There are assay certificates for the 1988-2008 holes.
Further details on historical drilling at Empress, Empress East and Buzzer can be also found in Amarc’s January 19, 2021 news release.
Empress East Deposit Target: A single drill hole collared at Empress East in 2024 also intercepted significant Cu-Au mineralization. Hole EM24082, located approximately 1,300 m to the east of the Empress Deposit, intercepted 33.0 m at 0.67% CuEQ (0.22 g/t Au, 0.53% Cu and 3.4 g/t Ag) from 162 m. Notably, alteration intensity and Cu-Au grades are increasing in strength to depth and southward towards the CPC contact with a largely untested highly prospective block of ground to the south of this hole. Historical and re-assayed hole 91-39 drilled approximately 60 m to the north intercepted 24.1 m at 0.67% CuEQ (0.53 g/t Au, 0.36% Cu and 1.8 g/t Ag) from 13.7 m. The Empress East Deposit Target remains open to expansion in several directions, requiring drill delineation.
Empress Gap: Limited historical drilling, mainly short <60 m deep percussion holes across the approximately 1 km Empress Gap zone located between the Empress Deposit and Empress East Deposit Target, suggests there are clear opportunities to expand the Empress Deposit and Empress East Deposit Target across the Empress Gap Target. Due to poor weather conditions in November 2024, the Gap was not drill tested; however, a single historical and re-assayed core hole 91-41 drilled in the Gap and returned an encouraging intercept of 83.5 m at 0.21% CuEQ (0.09 g/t Au, 0.16% Cu and 0.7 g/t Ag) from 69.8 m. The Empress Gap requires comprehensive drilling.
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Granite Porphyry: The nearby Granite porphyry Cu±Au±Ag±Mo occurrence, a deposit target concealed by shallow overburden was recognized during Amarc’s 2024 geological examination of historical drill core. This newly identified deposit target is considered a possible source of the mineralizing replacement fluids for Empress. Re-assaying of historical drill hole 91-49 returned 102.1 m of 0.26% CuEQ (0.17 g/t Au, 0.15% Cu and 0.3 g/t Ag) from 189 m. The Granite Deposit Target requires drill delineation.
Although the grades and extents of the mineralization encountered so far indicate high potential at Greater Empress, the understanding of controls on the mineralization is advancing, and has confirmed the area remains substantially underexplored.
Figure 14
Figure 14 is a plan of Historical and Amarc 2024 Drill Holes at Empress Deposit and Empress East Deposit Target showing section lines (see Figures 15 and 16).
Figure 15
Figure 15 shows historical drilling at Empress Deposit and Empress East Deposit Target and location of 2024 drill holes with higher grade Cu-Au drill intercepts indicate lateral expansion potential.
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Figure 16
Figure 17 shows cross sections of historical and 2024 drill results at Empress Deposit and Empress East Deposit Target showing Cu-Au grade continuity and lateral extent of mineralization that is open to expansion.
Recent Work
There was no work completed at the IKE District in 2025.
C. ORGANIZATIONAL STRUCTURE
The Company has no subsidiaries. On August 20, 2025, Amarc signed a shareholder’s agreement with Freeport-McMoRan Mineral Properties Canada Inc. (“Freeport”), a wholly owned subsidiary of Freeport-McMoRan Inc. whereby Amarc owns 40% and Freeport owns 60% common shares of Aurora Minerals Ltd., which owns the mineral title of the JOY District.
D. PROPERTY, PLANT AND EQUIPMENT
None of the Company’s properties have any material tangible fixed assets located thereon.
ITEM 4A UNRESOLVED STAFF COMMENTS
Not applicable.
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ITEM 5 OPERATING AND FINANCIAL REVIEW AND PROSPECTS
OVERVIEW
Amarc is a mineral exploration company with a portfolio of active exploration projects located in BC, Canada. The Company’s business strategy is the acquisition and exploration of mineral properties. None of the Company’s properties have any mineral reserves or have been proven to host mineralized material which can be said to be “ore” or feasibly economic at current metals prices. The Company incurs significant exploration expenditures as it carries out its business strategy. As Amarc is an exploration stage company, it does not have any revenues from its operations to offset its exploration expenditures. Accordingly, the Company’s ability to continue exploration of its properties will be contingent upon the availability of additional financing.
Amarc’s financial statements are prepared on the basis that it will continue as a going concern. The Company has incurred losses since inception and the ability of the Company to continue as a going concern depends upon its ability to continue to raise adequate financing and to develop profitable operations. Amarc’s financial statements do not reflect adjustments, which could be material, to the carrying values of assets and liabilities, which may be required should the Company be unable to continue as a going concern.
The following discussion should be read in conjunction with the audited annual financial statements and the related notes accompanying this Annual Report. The Company prepares its financial statements in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board. The Company includes selected financial data prepared in compliance with IFRS without reconciliation to U.S. GAAP.
Critical Accounting Policies and Estimates
The Company’s accounting policies are presented in note 2 of the accompanying audited annual financial statements.
The preparation of financial statements in accordance with IFRS requires management to select accounting policies and make estimates, judgments and assumptions. Such estimates, judgments and assumptions may have a significant impact on the financial statements. These include but are not limited to:
· | estimate of the accrual of the British Columbia Mining Exploration Tax Credits (“METC”); |
|
|
· | the determination of categories of financial assets and financial liabilities; and |
|
|
· | the carrying value and recoverability of the Company’s marketable securities. |
Actual amounts could differ from the estimates used and, accordingly, affect the results of operation.
British Columbia Mining Exploration Tax Credits (“METC”)
When the Company is entitled to receive METC and other government grants, this government assistance is recognized as a cost recovery within exploration expense when there is reasonable assurance of recovery.
Judgements are involved in determining which expenditures qualify for the METC, and there may be disagreement between the Company and taxation authorities on the applicability of specific items.
Financial assets and financial liabilities
Financial assets and liabilities are recognized when the Company becomes party to the contracts that give rise to them. The Company determines the classification of its financial assets and liabilities at initial recognition and, where allowed and appropriate, re-evaluates such classification at each financial year end. The Company does not have any derivative financial instruments.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issuance of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognized immediately in profit or loss.
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Marketable securities
The Company’s investments in marketable securities are classified as available-for-sale (“AFS”) financial assets. Subsequent to initial recognition, they are measured at fair value and changes therein, other than impairment losses and foreign currency differences on AFS monetary items, are recognized in other comprehensive income or loss. When an investment is derecognized, the cumulative gain or loss in the investment revaluation reserve is transferred to profit or loss.
The fair value of AFS monetary assets denominated in a foreign currency is determined in that foreign currency and translated at the exchange rate prevailing at the end of the reporting period. Changes in the fair value of AFS equity investments are recognized directly in equity.
A. RESULTS OF OPERATIONS
Year Ended March 31, 2026 (“2026”) Versus Year Ended March 31, 2025 (“2025”)
The Company recorded a net loss of $929,987 during 2026 compared to a net loss of $3,912,888 during 2025.
($ 000’s) | 2026 | 2025 | Discussion |
Exploration and evaluation | 19,179 | 22,575 | During the 2026 fiscal period, Amarc conducted exploration activities across its mineral property portfolio, including the DUKE and JOY District. Exploration at DUKE included programs funded by Boliden Mineral Canada Ltd. pursuant to its earn-in arrangement, with Amarc acting as project operator. Exploration at JOY was funded by Freeport-McMoRan Mineral Properties Canada Inc. pursuant to the JOY earn-in arrangement prior to August 20, 2026. Subsequently with the formation of the private joint venture corporation Aurora Minerals Ltd (“AuRORA Minerals”). After August 20, 2026, Amarc became the primary contractor for AuRORA Minerals. Exploration expenditures on JOY were recorded in AuRORA Minerals. |
Administration | 1,819 | 1,597 | Administration expenses increased during the 2026 period. |
Interest expense on loans payable to director | 100 | 99 | Interest incurred on loans provided by a director. |
Amortization of finance charges | 35 | 181 | The amount relates to a loan bonus through the issuance of share purchase warrants to a director. Relates to a loan provided by the director in November 2014. |
Equity settled share-based compensation | 273 | 351 | The amount relates to stock options issued to directors, officers, and consultants of the Company in the fiscal year. |
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Year Ended March 31, 2025 (“2025”) Versus Year Ended March 31, 2024 (“2024”)
The Company recorded a net loss of $3,912,888 during 2025 compared to a net loss of $43,450 during 2024.
($ 000’s) | 2025 | 2024 | Discussion |
Exploration and evaluation | 22,575 | 12,432 | During the 2025 fiscal period, Amarc conducted field exploration activities on its portfolio of wholly owned mineral properties. These activities included programs solely funded by Amarc, as well as exploration programs funded and operated on behalf of third-party companies under earn-in agreements. |
Administration | 1,597 | 1,162 | Administration expenses decreased during the 2025 period. |
Interest expense on loans payable to director | 99 | 101 | Interest incurred on loans provided by a director. |
Amortization of finance charges | 181 | 137 | The amount relates to a loan bonus through the issuance of share purchase warrants to a director. Relates to a loan provided by the director in November 2014. |
Equity settled share-based compensation | 351 | 425 | The amount relates to stock options issued to directors, officers, and consultants of the Company in the fiscal year. |
Year Ended March 31, 2024 (“2024”) Versus Year Ended March 31, 2023 (“2023”)
The Company recorded a net loss of $43,450 during 2024 compared to a net loss of $32,583 during 2023.
($ 000’s) | 2024 | 2023 | Discussion |
Exploration and evaluation | 12,432 | 14,752 | During the 2024 fiscal period, Amarc conducted field exploration activities on its portfolio of wholly owned mineral properties. These activities included programs solely funded by Amarc, as well as exploration programs funded and operated on behalf of third-party companies under earn-in agreements. |
Administration | 1,162 | 819 | Administration expenses increased during the 2024 period. |
Interest expense on loans payable to director | 101 | 127 | Interest incurred on loans provided by a director. |
Amortization of finance charges | 137 | 102 | The amount relates to a loan bonus through the issuance of share purchase warrants to a director. Relates to a loan provided by the director in November 2014. |
Equity settled share-based compensation | 425 | 264 | The amount relates to stock options issued to directors and officers of the Company in the fiscal year. |
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B. LIQUIDITY AND CAPITAL RESOURCES
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 business.
At March 31, 2026, the Company had a cash balance of approximately $1,414,013 and working capital deficiency of $1,259,188.
Further advancement and development of the Company’s mineral property interests will require additional funding from a combination of the Company’s shareholders, existing or potential new optionees and joint venture parties, 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 optionees 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.
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.
Requirement of Financing
Historically, Amarc’s source of funding has been provided from the sale of equity securities for cash, primarily through private placements to sophisticated investors and institutions. In addition, Amarc is and has been funded by earn-in partners on certain of its exploration projects. Like all exploration stage companies, Amarc will need to raise additional financing to meet its business objectives.
The Company presently does not have any material commitments for capital expenditures and accordingly, can remain fairly flexible in directing its exploration activities to the availability of funds.
Financial Instruments
Amarc keeps its financial instruments primarily denominated in Canadian Dollars with a very small amount held in U.S. Dollars. The Company does not engage in any hedging operations with respect to currency or in-situ minerals. Funds which are excess to Amarc’s current needs are invested in short-term near-cash investments.
Amarc does not have any material, legally enforceable obligations requiring it to make capital expenditures and accordingly, can remain relatively flexible in gearing its activities to the availability of funds.
C. RESEARCH EXPENDITURES
Amarc does not carry out any research or development activities. Please refer to Item 5.A and Item 5.B above for a discussion of the exploration expenditures that the Company has incurred in connection with the exploration of the Company’s mineral properties.
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D. TREND INFORMATION
As a natural resource exploration company, Amarc’s activities reflect the traditional cyclical nature of metal prices. Consequently, Amarc’s business is primarily an “event-driven” business based on exploration results.
Average annual prices for copper, molybdenum, gold and silver for the past 5 years and year-to-date for 2026 are shown in the table below:
Average metal price (US$) | ||||
Calendar year | Copper | Molybdenum | Gold | Silver |
2021 | 4.27/lb | 15.94/lb | 1,799/oz | 25.14/oz |
2022 | 3.99/lb | 18.73/lb | 1,800/oz | 21.74/oz |
2023 | 3.84/lb | 19.87/lb | 1,963/oz | 23.39/oz |
2024 | 4.16/lb | 21.30/lb | 2,386/oz | 28.27/oz |
2025 | 4.51/lb | 22.21/lb | 3,428/oz | 39.98/oz |
2026 (to the date of this Annual Report) | 5.95/lb | 28.07/lb | 4,423/oz | 76.78/oz |
Notes:
1. | Source for copper, gold and silver is Argus Media at www.metalprices.com. |
LME Official Cash Price for copper. | |
LBMA PM price for gold. | |
London PM fix for silver. | |
2. | Source for molybdenum prices is Platts. |
E. OFF-BALANCE SHEET ARRANGEMENTS
Amarc has no off-balance sheet arrangements.
F. TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
The following table lists the contractual obligations of the Company as at March 31, 2026:
|
| Less than | 1-3 | 3-5 | After |
|
|
| 1 year | years | years | 5 years | Total |
Accounts payable and accrued liabilities |
| 894,535 | – | – | – | 894,535 |
Balances due to related parties |
| 311,905 | – | – | – | 311,905 |
Director’s loan |
| 1,058,846 | – | – | – | 1,058,846 |
Minimum lease payments |
| 2,347 | – | – | – | 2,347 |
Advanced royalties payments (1) |
| 50,000 | 100,000 | 100,000 | 275,000 | 525,000 |
Property option payments (2) |
| 525,000 | 650,000 | 650,000 | 150,000 | 1,975,000 |
Total |
| 2,842,633 | 750,000 | 750,000 | 425,000 | 4,767,633 |
The Company has no capital (finance) lease obligations, no operating lease obligations, no purchase obligations, or other long-term liabilities.
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G. SAFE HARBOR
The safe harbor provided in Section 27A of the Securities Act and Section 21E of the Exchange Act applies to forward-looking information provided pursuant to Item 5.E and Item 5.F above.
ITEM 6 DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
A. DIRECTORS AND SENIOR MANAGEMENT
Name | Year born | Position | Director or Officer Since |
T. Barry Coughlan | 1945 | Director | February 2009 |
Scott D. Cousens | 1964 | Director | September 1995 |
Robert A. Dickinson | 1948 | Executive Chair of the Board and Director | April 1993 |
Diane S. Nicolson | 1965 | President & Chief Executive Officer Director | November 2014 June 2017 |
Carol Li | 1968 | Chief Financial Officer | July 2025 |
Trevor Thomas | 1967 | Secretary | February 2008 |
Gavin Titley | 1990 | Vice President - Exploration | February 2026 |
| (1) | To the best of the Company’s knowledge, none of such persons has any family relationship with any other and none were elected as a director or appointed as an officer as a result of an arrangement or understanding with a major shareholder, customer, supplier, or any other party. |
The following is biographical information on each of the persons listed above:
T. Barry Coughlan – Director
Mr. Coughlan is a self-employed businessman and financier, and senior executive with extensive international experience in capital markets who has been involved in the financing of publicly traded companies for over 30 years. During this period Mr. Coughlan has been involved in the financing of over 30 private companies, which subsequently listed on both international and North American financial markets. His principal occupation is President and Director of TBC Ventures Ltd., a private investment company.
Mr. Coughlan is, or was within the past five years, an officer and/or a director of the following public companies:
Company | Positions Held | From | To |
Amarc Resources Ltd. | Director | February 2009 | Present |
Quetzal Copper Corp. | Director | January 2021 | October 2025 |
Northcliff Resources Ltd. | Director | June 2011 | Present |
Rathdowney Resources Ltd. | Director | March 2011 | Present |
Quadro Resources Ltd. | CEO, President and Director | June 1986 | Present |
Badlands Resources Inc. | Director | December 2014 | June 2023 |
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Scott D. Cousens – Director
Scott D. Cousens provides management, technical and financial services to a number of publicly traded companies. Mr. Cousens’ focus since 1991 has been the development of relationships within the international investment community. Substantial financings and subsequent corporate success has established strong ties with North American, European and Asian investors.
Mr. Cousens is, or was within the past five years, an officer and/or director of the following public companies:
Company | Positions Held | From | To |
Amarc Resources Ltd. | Director | September 1995 | Present |
Northcliff Resources Ltd. | Director | May 2012 | Present |
Robert Dickinson, B.Sc., M.Sc. – Executive Chair of the Board and Director
Robert A. Dickinson is an mining executive who serves as a member of management of several mineral exploration companies, primarily those for whom Hunter Dickinson Services Inc. (“HDSI”) provides services. He holds a Bachelor of Science degree (Hons. Geology) and a Master of Science degree (Business Administration - Finance) from the University of British Columbia. Mr. Dickinson has been active in mineral exploration for over 45 years and was inducted into the Canadian Mining Hall of Fame in 2012. He is a director of HDSI. He is also President and Director of United Mineral Services Ltd., a private resource company.
Mr. Dickinson is, or was within the past five years, an officer and/or director of the following public companies:
Company | Positions Held | From | To |
Amarc Resources Ltd. | Director | April 1993 | Present |
Chair | April 2004 | Present | |
Northern Dynasty Minerals Ltd. | Director | June 1994 | Present |
Chair | April 2004 | Present | |
Quartz Mountain Resources Ltd. | Director | May 2022 | Present |
Chair | May 2022 | Present | |
Chief Executive Officer | May 2022 | May 2023 | |
Trekor Metals Limited | Director | January 1991 | Present |
Northcliff Resources Ltd. | Director | May 2012 | May 2023 |
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Diane S. Nicolson, PhD – President, Chief Executive Officer and Director
Dr. Diane S. Nicolson has a B.Sc. degree in Geology from the University of London, a PhD in Economic Geology from the University of Wales and more than 20 years international experience in the global exploration and mining industry. She has worked for both major and junior mining companies, including Rio Tinto, Minera Antamina, Noranda and Cambior. Prior to joining HDSI, she was primarily involved with business development and new project assessment and acquisitions, with a particular focus on Latin America where she was based for 13 years.
Dr. Nicolson joined HDSI in 2007 as a member of the global business development team and is currently as President and CEO of Amarc Resources Ltd., being responsible for management, strategic planning and corporate and project operations.
Dr. Nicolson is, or was within the past five years, an officer of the following public companies:
Company | Positions Held | From | To |
Amarc Resources Ltd. | Chief Executive Officer | February 2019 | Present |
President | November 2014 | Present | |
Director | June 2017 | Present | |
Mirasol Resources Ltd. | Director | March 2019 | Present |
Cordoba Minerals Corp. | Director | August 2022 | Present |
Carol Li – Chief Financial Officer
Carol Li is a Chartered Professional Accountant with over 30 years experience in the resources industry and with financial services and securities firms, encompassing financial reporting and management, tax planning, risk management and project finance. She has served as CFO and director of public companies within the resources sector.
Ms. Li is, or was within the past five years, an officer of the following public companies:
Company | Positions Held | From | To |
Amarc Resources Ltd. | CFO | July 2025 | Present |
DLP Resources Inc. | Director | July 2020 | Present |
StrikePoint Gold Inc. | Director | June 2019 | August 2021 |
Cambria Gold Mines Inc.(formerly Ascot Resources Ltd.) | CFO | November 2017 | May 2025 |
Trevor Thomas, LLB – Secretary
Trevor Thomas has practiced in the areas of corporate commercial, corporate finance, securities and mining law since 1995, both in private practice environment as well as in-house positions and is currently in-house legal counsel for Hunter Dickinson Services Inc. Prior to joining Hunter Dickinson Services Inc., he served as in-house legal counsel with Placer Dome Inc.
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Mr. Thomas is, or was within the past five years, an officer of the following public companies:
Company | Positions Held | From | To |
Amarc Resources Ltd. | Secretary | February 2008 | Present |
Electric Royalties Ltd. | Secretary | June 2020 | November 2021 |
Badlands Resources Inc. | Director | September 2016 | Present |
Northcliff Resources Ltd. | Secretary | June 2011 | Present |
Northern Dynasty Minerals Ltd. | Secretary | February 2008 | Present |
General Counsel | April 2021 | Present | |
Quadro Resources Ltd. | Director | June 2017 | Present |
Quartz Mountain Resources Ltd. | Secretary | June 2013 | Present |
President and CEO | February 2019 | May 2022 | |
Director | February 2019 | Present | |
CEO | April 2023 | Present | |
Rathdowney Resources Ltd. | Secretary | March 2011 | Present |
RE Royalties Ltd. | Secretary | November 2018 | October 2022 |
Trekor Metals Limited | Secretary | August 2008 | Present |
General Counsel | June 2022 | Present |
Gavin Titley – Vice President - Exploration
Gavin Titley is professional geoscientist with a decade and a half of comprehensive experience exploring and managing copper-gold projects in the Canadian Cordillera. Prior to joining Amarc, he was an Exploration Manager for Northwest Copper Corporation for four years, managing multi-million dollar exploration programs at the Lorraine/Top Cat project and others. From 2017-2020, he was Project Geologist with Mincord Exploration Consultants, carrying out and overseeing field programs exploring for porphyry as well as other deposit types in British Columbia. He holds a B.Sc degree in Geology from the University of Victoria.
Mr. Titley is, or was within the past five years, an officer of the following public companies:
Company | Positions Held | From | To |
Amarc Resources Ltd. | Vice President - Exploration | February 2026 | Present |
Cariboo Rose Resources Ltd. | Director | June 2023 | Present |
Eastfield Resources Ltd. | Director | June 2023 | Present |
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B. COMPENSATION
During the Company’s financial year ended March 31, 2026, the aggregate cash compensation paid or payable by the Company to its directors and senior officers was $625,014.
Diane S. Nicolson, President and Chief Executive Officer, Carol Li, Chief Financial Officer, and Gavin Titley, Vice President Exploration, are each a Named Executive Officer (“NEO”) of the Company for the purposes of the following disclosure.
The compensation paid to the NEOs during the Company’s most recently completed financial year of March 31, 2026 is as set out below and expressed in Canadian Dollars:
Name and principal position | Year | Salary ($) | Share-based awards ($) | Option-based awards ($) (1) | Non-equity incentive plan compensation ($) | Pension value ($) | All other compensation ($) | Total compensation ($) | |
Annual incentive plans | Long-term incentive plans | ||||||||
Diane S. Nicolson President and Chief Executive Officer, Director (2) | 2026 | 252,550 | Nil | Nil | Nil | Nil | Nil | Nil | 252,550 |
2025 | 250,000 | Nil | Nil | Nil | Nil | Nil | Nil | 250,000 | |
2024 | 230,333 | Nil | 287,515 | 57,042 | Nil | Nil | Nil | 574,890 | |
Carol Li Chief Financial Officer (3) | 2026 | 138,308 | Nil | 57,632 | Nil | Nil | Nil | Nil | 195,940 |
2025 | Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil | |
2024 | Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil | |
Gavin Titley Vice President - Exploration (4) | 2026 | 153,219 | Nil | 74,614 | Nil | Nil | Nil | Nil | 227,833 |
2025 | Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil | |
2024 | Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil | |
Thomas Wilson Chief Financial Officer (5) | 2026 | 20,937 | Nil | Nil | Nil | Nil | Nil | Nil | 20,937 |
2025 | 62,810 | Nil | Nil | Nil | Nil | Nil | Nil | 62,810 | |
2024 | 62,810 | Nil | 19,079 | Nil | Nil | Nil | Nil | 81,889 | |
| (1) | 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. |
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| (2) | Pursuant to the Corporate Services Agreement with HDSI, compensation for Dr. Nicolson is allocated to the Company on the basis of estimated time spent in respect of the Company’s business. |
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| (3) | Ms. Li was appointed on July 19, 2025. Salary was paid to High Hills Consulting Ltd., which is owned by Ms. Li. |
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| (4) | Mr. Titley was appointed on February 5, 2026. |
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| (5) | Mr. Wilson resigned on July 18, 2025. |
Pension Plan Benefits
The Company has no pension or deferred compensation plans for its directors, officers or employees.
Termination and Change of Control Benefits
There are no compensatory plan(s) or arrangement(s), with respect to the Named Executive Officer resulting from the resignation, retirement or any other termination of employment of the officer’s employment or from a change of the Named Executive Officer’s responsibilities following a change in control.
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Director Compensation
The compensation provided to the directors, excluding a director who is already set out in disclosure for a NEO for the Company’s most recently completed financial year of March 31, 2026 is as set out below:
Name | Fees earned ($) | Share-based awards ($) | Option-based awards ($) (2) | Non-equity incentive plan compensation ($) | Pension value ($) | All other compensation ($) | Total ($) |
T. Barry Coughlan | Nil | Nil | Nil | Nil | Nil | Nil | Nil |
Scott Cousens | Nil | Nil | Nil | Nil | Nil | Nil | Nil |
Robert Dickinson (1) | 60,000 | Nil | Nil | Nil | Nil | Nil | 60,000 |
Notes:
(1) | Pursuant to the Corporate Services Agreement with HDSI, compensation for Mr. Dickinson is allocated to the Company on the basis of estimated time spent in respect of the Company’s business. |
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(2) | 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. |
C. BOARD PRACTICES
All of the Company’s directors were elected at the annual general meeting of shareholders held on April 9, 2026. All directors have a term of office expiring at the next annual general meeting of the Company’s shareholders. All officers have a term of office lasting until their removal or replacement by the board of directors (the “Board”).
There were no arrangements, standard or otherwise, pursuant to which directors were compensated by Amarc or its subsidiaries for their services in their capacity as directors, or for committee participation, involvement in special assignments or for services as consultants or experts during the most recently completed financial year.
General
The Board believes that good corporate governance improves corporate performance and benefits all shareholders. The Canadian Securities Administrators (the “CSA”) have adopted National Policy 58-201 Corporate Governance Guidelines, which provides non-prescriptive guidelines on corporate governance practices for reporting issuers such as the Company. In addition, the CSA have implemented National Instrument NI 58-101 Disclosure of Corporate Governance Practices, which prescribes certain disclosure by the Company of its corporate governance practices. This section sets out the Company’s approach to corporate governance and addresses the Company’s compliance with NI 58-101.
1. Board of Directors
Directors are considered to be independent if they have no direct or indirect material relationship with the Company. A “material relationship” is a relationship which could, in the view of the Company’s board of directors, be reasonably expected to interfere with the exercise of a director’s independent judgment.
The Board facilitates its independent supervision over management in a number of ways including: by holding regular meetings without the presence of management; by retaining independent consultants; and by reviewing corporate developments with larger shareholders, analysts and potential industry joint venture parties, where it deems necessary.
Messrs. Coughlan and Cousens are independent. Mr. Dickinson and Dr. Nicolson are not independent. The Company is taking steps to ensure that the duties generally performed by independent directors are being performed by the current directors. The Board members have extensive experience as directors of public companies and are sensitive to the related corporate governance and financial reporting obligations associated with such positions. Thus, the Board members are well versed in the obligations of directors and the expectations of independence from management.
2. Other Directorships
The section entitled Item 6 – Directors, Senior Management and Employees in this Annual Report gives details of other reporting issuers of which each director is a director or officer.
3. Orientation and Continuing Education
The Company has traditionally retained experienced mining people as directors and hence the orientation needed is minimized. When new directors are appointed, they are acquainted with the Company’s mineral projects or mineral project portfolio and the expectations of directors. Board meetings generally include presentations by the Company’s senior management and project staff in order to give the directors full insight into the Company’s operations.
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4. Ethical Business Conduct
The Board has adopted a code of ethics policy which is part of the Corporate Governance Charters and Policies (the “Governance Manual”) available on the Company’s website, www.amarcresources.com. The Board also understands that the fiduciary duties placed on individual directors by the Company’s governing corporate legislation and the common law and the restrictions placed by applicable corporate legislation on an individual director’s participation in decisions of the Board in which the director has an interest have been sufficient to ensure that the Board operates independently of management and in the best interests of the Company.
5. Nomination of Directors
The Board has approved the Governnace Manual, which includes, among other things, a charter for the Nominating, Governnace and Compensation Committee. The duties of this Committee once constituted will include the identification and recommendation of qualified candidates for election or appointment to the Board, development and overseeing of the Company’s approach to corporate governance and assessing the composition, effectiveness, and performance of the Board.
6. Compensation
The duties of the Nominating, Governnace and Compensation Committee once constituted will include the oversight and administration of the compensation of the Company’s directors, executive officers, and senior employees, the review and recommendation of equity-based compensation programs, including the Company’s stock option plan and ensuring that the Company’s compensation programs are aligned with shareholder value creation, market comparables, and the requirements of applicable securities laws and TSXV policies.
7. Other Board Committees
The Board currently has no committees, other than the Audit Committee. However, the Company is in the process of establishing a Nominating, Governance and Compensation Committee and a Health, Safety, Environment and Indigenous Committee.
8. Assessments
The Board monitors the adequacy of information given to directors, communication between the Board and management and the strategic direction and processes of the Board and its audit committee.
Audit Committee
The Audit Committee’s Charter
The audit committee has adopted a charter that sets out its mandate and responsibilities which is included in the Governance Manual. A copy of the audit committee charter is available at the Company’s website, www.amarcresources.com.
Composition of the Audit Committee
As of the date of this document, the members of the audit committee were Scott D. Cousens (Chair), T. Barry Coughlan and Diane S. Nicolson. All members are financially literate. Messrs. Cousens and Coughlan are independent.
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Relevant Education and Experience
As a result of their education and experience, each member of the audit committee has familiarity with, an understanding of, or experience in:
· | the accounting principles used by the Company to prepare its financial statements, and the ability to assess the general application of those principles in connection with estimates, accruals and reserves; |
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· | reviewing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Company’s financial statements, and |
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· | an understanding of internal controls and procedures for financial reporting. |
Audit Committee Oversight
The audit committee has not made any recommendations to the Board to nominate or compensate any external auditor that was not adopted by the Board.
The Company’s auditor De Visser Gray LLP has not provided any material non-audit services during the most recently completed fiscal year.
Pre-Approval Policies and Procedures
The Company has procedures for the review and pre-approval of any services performed by its auditors. The procedures require that all proposed engagements of its auditors for audit and non-audit services be submitted to the audit committee for approval prior to the beginning of any such services. The audit committee considers such requests, and, if acceptable to a majority of the audit committee members, pre-approves such audit and non-audit services by a resolution authorizing management to engage the Company’s auditors for such audit and non-audit services, with set maximum dollar amounts for each itemized service. During such deliberations, the audit committee assesses, among other factors, whether the services requested would be considered “prohibited services” as contemplated by the regulations of the US Securities and Exchange Commission, and whether the services requested and the fees related to such services could impair the independence of the auditors.
Exemptions From Certain Canadian Audit Committee Requirements
Pursuant to section 6.1 of National Instrument 52-110 – Audit Committees (“NI 52-110”), as adopted by the Canadian Securities Administrators (including the BC and Alberta Securities Commissions which have jurisdiction over the Company, the “CSA”), the Company is exempt from the requirements of Parts 3 and 5 of NI 52-110 for the current year, by virtue of the Company being a “venture issuer” (as defined in NI 52-110).
Part 3 of NI 52-110 prescribes certain requirements for the composition of audit committees of non-exempt companies that are reporting issuers under Canadian provincial securities legislation. Part 3 of NI 52-110 requires, among other things that an audit committee be comprised of at least three directors, each of whom, is, subject to certain exceptions, independent and financially literate in accordance with the standards set forth in NI 52-110.
Part 5 of NI 52-110 requires an annual information form that is filed by a non-exempt reporting issuer under National Instrument 51-102 – Continuous Disclosure Obligations, as adopted the CSA, to include certain disclosure about the issuer’s audit committee, including, among other things: the text of the audit committee’s charter; the name of each audit committee member and whether or not the member is independent and financially literate; whether a recommendation of the audit committee to nominate or compensate an external auditor was not adopted by the issuer’s board of directors, and the reasons for the board’s decision; a description of any policies and procedures adopted by the audit committee for the engagement of non-audit services; and disclosure of the fees billed by the issuer’s external auditor in each of the last two fiscal years for audit, tax and other services.
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D. EMPLOYEES
At March 31, 2026, Amarc had the following employees:
| March 31, 2026 | March 31, 2025 | March 31, 2024 |
Full-time salaried | 10 | 11 | 7 |
Daily | 0 | 19 | 8 |
Amarc’s administrative and exploration functions are primarily administered through Hunter Dickinson Services Inc. (See Item 7 - Major Shareholders and Related Party Transactions).
E. SHARE OWNERSHIP
Security Holdings of Directors and Senior Management
As at March 31, 2026, the directors and officers of Amarc, and their respective affiliates, directly and indirectly, own or control as a group an aggregate of 42,422,266 common shares (18.82%), or 49,267,266 (21.85%) on a diluted basis.
As at March 31, 2026, the Company’s directors and senior management beneficially own the following number of the Company’s common shares, share purchase options, and share purchase warrants:
Name of Insider | Securities Beneficially Owned or Controlled (1) | As a % of the outstanding common shares |
T. Barry Coughlan (3) | 35,901 common shares 375,000 share purchase options | 0.02% |
Scott D. Cousens (3) | 602,300 common shares 250,000 share purchase options | 0.27% |
Robert A. Dickinson | 38,011,665 common shares 1,500,000 share purchase options | 16.87% |
Diane S. Nicolson (3) | 3,593,000 common shares 4,200,000 share purchase options | 1.59% |
Carol Li | Nil common shares 100,000 share purchase options | 0.00% |
Trevor Thomas | 300,000 common shares 100,000 share purchase options | 0.08% |
Gavin Titley | Nil common shares 320,000 share purchase options | 0.00% |
Total | 42,422,266 common shares 6,845,000 share purchase options | 18.82% |
Notes:
(1) | The information as to the number of Common Shares beneficially owned or controlled is not within the knowledge of management of the Company and has been furnished by the respective nominees as filed on SEDI. Each nominee has held the same or a similar principal occupation with the organization indicated or a predecessor thereof for the last five years. |
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(3) | Member of the audit committee. |
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Share Option Plan
As of the date of this document, there were 6,122,000 options outstanding pursuant to the Company’s share option plan (the “Plan”), described below, and an aggregate of 16,434,736 common shares remained available for issuance pursuant to the Plan, described below.
The Company has a Share Option Plan dated for reference February 6, 2024 (the “New Plan”) or (the “2024 Share Option Plan”) which replaced the 2021 Stock Option Plan. The principal purpose of the 2024 Share Option Plan is to advance the interests of the Company by encouraging the directors, employees, and consultants of the Company and of its subsidiaries or affiliates, if any, by providing them with the opportunity, through options, to acquire Common Shares in the share capital of the Company, thereby increasing their proprietary interest in the Company, encouraging them to remain associated with the Company and furnishing them with additional incentive in their efforts on behalf of the Company in the conduct of its affairs.
The New Plan was approved by the shareholders at the last annual general meeting held on April 9, 2026.
The New Plan provides that the aggregate number of securities reserved for issuance will be 10% of the number of Common Shares of the Company issued and outstanding from time to time.
The New Plan is administered by the Board of Directors of the Company, which has full and final authority with respect to the granting of all options thereunder.
Options may be granted under the New Plan to such service providers of the Company and its affiliates, if any, as the Board of Directors may from time to time designate. The exercise prices will be determined by the Board of Directors, but will, in no event, be less than the closing market price of Common Shares on (a) the trading day prior to the date of grant of the stock options; and (b) the date of grant of the stock options. All options granted under the New Plan will expire not later than the date that is ten years from the date that such options are granted. Options granted under the New Plan are not transferable or assignable other than by testamentary instrument or pursuant to the laws of succession.
The Board is of the view that the New Plan permits the Company to attract and maintain the services of executives, employees and other service providers with other companies in the industry, and therefore will seek shareholder approval at the Meeting of the New Plan.
Material Terms of the New Plan
The following is a summary of the material terms of the New Plan that will remain from the 2021 Plan:
| (a) | Persons who are Service Providers to the Company or its affiliates, or who are providing services to the Company or its affiliates, are eligible to receive grants of options under the New Plan; |
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| (b) | Options granted under the New Plan are non-assignable and non-transferable and are issuable for a period of up to 10 years and the exercise price must be paid in full upon exercise of options; |
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| (c) | For options granted to Service Providers, both the Company and the Service Provider must ensure that the proposed Optionee is a bona fide Service Provider of the Company or its affiliates; |
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| (d) | An Option granted to any Service Provider will expire 90 days (or such other time, not to exceed one year, as shall be determined by the Board as at the date of grant or agreed to by the Board and the Optionee at any time prior to expiry of the Option), after the date the Optionee ceases to be employed by or provide services to the Company, but only to the extent that such Option was vested at the date the Optionee ceased to be so employed by or to provide services to the Company; |
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| (e) | If an Optionee dies, any vested option held by him or her at the date of death will become exercisable by the Optionee’s lawful personal representatives, heirs or executors until the earlier of one year after the date of death of such Optionee and the date of expiration of the term otherwise applicable to such option; |
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| (f) | In the case of an Optionee being dismissed from employment or service for cause, such Optionee’s options, whether or not vested at the date of dismissal, will immediately terminate without right to exercise same; |
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| (g) | The exercise price of each option will be set by the Board on the effective date of the option and will not be less than the Market Price (as defined in Policy 1.1 of the Policies); |
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| (h) | Vesting of options shall be at the discretion of the Board, and will generally be subject to: (i) the Service Provider remaining employed by or continuing to provide services to the Company or its affiliates, as well as, at the discretion of the Board, achieving certain milestones which may be defined by the Board from time to time or receiving a satisfactory performance review by the Company or its affiliates during the vesting period; or (ii) the Service Provider remaining as a Director of the Company or its affiliates during the vesting period; and (i) in the event of a change of control occurring, all options subject to vesting provisions shall be deemed to have immediately vested, subject to the TSXV approval; |
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| (i) | Vesting of options granted to Investor Relations Providers will vest over a period of not less than 12 months as to 25% on the date that is three months from the date of grant, and a further 25% on each successive date that is three months from the date of the previous vesting, or such longer vesting period as the Board may determine; |
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| (j) | Subject to the requirements of the TSXV Policies and the prior receipt of any necessary Regulatory or Shareholder Approval, the Board may in its absolute discretion to amend, suspend, terminate or discontinue the New Plan with respect to all New Plan shares in respect of options which have not yet been granted under the New Plan. |
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| (k) | The Company must not grant an option to any one director, officer, employee, or management company employees (the “Service Provider”) in any 12 month period that exceeds 5% of the outstanding shares, unless the Company has obtained approval by a majority of the votes cast by the shareholders of the Company eligible to vote at a shareholders’ meeting, excluding votes attaching to shares beneficially owned by Insiders and their Associates (defined below) (“Disinterested Shareholder Approval”); |
| a) | The aggregate number of options granted to Investor Relations Service Providers in any 12 month period must not exceed 2% of the outstanding shares calculated at the date of the grant, without the prior consent of the TSXV; |
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| b) | The Company must not grant an option to any one consultant in any 12 month period that exceeds 2% of the outstanding shares, when combined with all of the Company’s other Security Based Compensation Plans, calculated at the date of the grant of the option; |
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| c) | The Company is required to obtain Disinterested Shareholder Approval prior to any of the following actions becoming effective: |
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| i. | The New Plan, together with all of the Company’s previous Share Compensation Arrangements (as defined in the New Plan), could result at any time in: |
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| · | Common Shares being issuable to Insiders under the New Plan, when combined with all of the Company’s other Security Based Compensation Plans, exceeding 10% of the Outstanding Shares; |
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| · | Common Shares being issuable to Insiders under the New Plan, when combined with all of the Company’s other Security Based Compensation Plans, exceeding 10% of the Outstanding Shares in any 12 month period; |
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| ii. | the issuance of an aggregate number of Common Shares issuable pursuant to Security Based Compensation granted or issued within any 12 month period to any one Participant exceeding 5% of the Outstanding Shares calculated at the date of grant or issue; |
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| iii. | a reduction in the exercise price of an Option granted hereunder to an Insider or an extension of the term of an Option granted hereunder benefiting an Insider; and |
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| iv. | any amendments that will increase the Company’s ability to amend the New Plan without shareholder approval or any other amendment to an Option that would provide any benefit to an Insider of the Company. |
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| (l) | Should the Expiry Date for an Option fall within a Black-out Period (a period during which a restriction has been formally imposed by the Company pursuant to its internal trading policies as a result of the bona fide existence of undisclosed material information on all or any of its Participants whereby such Participants are prohibited from exercising, redeeming or settling their Options), such Expiry Date shall be automatically extended without any further act or formality to that day which is the tenth (10th) Business Day after the end of the Black-out Period, such tenth Business Day to be considered the Expiry Date for such Option for all purposes under the Plan. |
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Material Changes to the New Plan to conform with TSX Venture Exchange updated Policy 4.4 – Security Based Compensation (“Policy 4.4”)
The New Plan now includes the following:
| (a) | the addition of certain definitions in the New Plan in accordance with Policy 4.4 definitions; |
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| (b) | disinterested shareholder approval of any extensions to stock options granted to individuals that are Insiders at the time of the proposed amendment as set out in Section 4.12(c) Policy 4.4; |
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| (c) | specific restrictions with respect to adjustments to security based compensation. Any adjustment to stock options granted or issued (except in relation to a consolidation or share split) is subject to the prior acceptance of the TSX Venture Exchange; |
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| (d) | Investor Relations Service Providers may not receive any Security Based Compensation other than Stock Options; and |
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| (e) | The TSX Venture Exchange four month hold period will now apply to Options granted to Consultants in addition to Options granted to Options granted to Insiders or granted at any discount to the Market Price. |
The New Plan also allows for option holders to exercise options on a “Cashless Exercise” or “Net Exercise” basis, as now expressly permitted by Policy 4.4. “Cashless Exercise” is a method of exercising stock options in which a securities dealer loans funds to the option holder or sells the same shares as those underlying the option, prior to or in conjunction with the exercise of options, to allow the option holder to fund the exercise of some or all of their options. “Net Exercise” is a method of option exercise under which the option holder does not make any payment to the issuer for the exercise of their options and receives on exercise a number of shares equal to the intrinsic value (current market price less the exercise price) of the option valued at the current market price. Under Policy 4.4, the current market price must be the 5-day volume weighted average trading price prior to option exercise. “Net Exercise” may not be utilized by persons performing investor relations services.
ITEM 7 MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
A. MAJOR SHAREHOLDERS
Major Shareholders
To the best of Amarc’s knowledge, other than as noted below, no person, corporation or other entity beneficially owns, directly or indirectly, or controls more than 5% of the common shares of Amarc, the only class of securities with voting rights.
Shareholder | Securities Beneficially Owned or Controlled | As a % of the outstanding common shares |
The Sutton Group, Inc. | 40,423,101 | 17.92% |
Robert A. Dickinson | 38,011,665 | 16.85% |
For these purposes, “beneficial ownership” means the sole or shared power to vote or direct the voting or to dispose or direct the disposition of any security.
As of the date of this document, Amarc had authorized unlimited common shares without par value, of which 225,567,364 were issued and outstanding. Amarc’s authorized share structure also includes a class of preferred shares without par value and without a maximum number. The preferred shares may be issued in series on such terms as determined by the Company’s directors in accordance with the class rights and restrictions. No series of preferred shares has been designated by the board of directors, and no preferred shares are outstanding.
All of the common shares have the same voting rights.
Geographic Breakdown of Shareholders
As of the date of this Annual Report, Amarc’s register of shareholders indicates that Amarc’s common shares are held as follows:
Location | Number of registered shareholders of record | Number of shares | Percentage of total shares |
Canada | 29 | 206,073,596 | 91.36% |
United States | 8 | 17,955,306 | 7.96% |
Other | 1 | 1,538,462 | 0.68% |
TOTALS | 38 | 225,567,364 | 100.00% |
Shares registered in intermediaries were assumed to be held by residents of the same country in which the clearing house was located.
Amarc’s securities are recorded on the books of its transfer agent, Computershare Investor Services Inc., located at 510 Burrard Street, Vancouver, BC, Canada (604) 661-9400 in registered form. However, the majority of such shares are registered in the name of intermediaries such as brokerage houses and clearing houses (on behalf of their respective brokerage clients). Amarc does not have knowledge or access to the identities of the beneficial owners of such shares registered through intermediaries.
Control
Amarc is not directly or indirectly owned or controlled by any other corporation, by any foreign government or by any other natural or legal person, severally or jointly, other than as noted above under Major Shareholders. There are no arrangements known to Amarc which, at a subsequent date, may result in a change in control of Amarc.
Insider Reports Under the Securities Acts of British Columbia and Alberta
Since the Company is a reporting issuer under the Securities Acts of BC and Alberta, certain “insiders” of the Company (including its directors, certain executive officers, and persons who directly or indirectly beneficially own, control or direct more than 10% of its common shares) are generally required to file insider reports of changes in their ownership of Amarc’s common shares five days following the trade under National Instrument 55-104 – Insider Reporting Requirements and Exemptions, as adopted by the CSA. Copies of such reports are available for public inspection at the offices of the BC Securities Commission, 12th Floor, 701 West Georgia Street, Vancouver, BC V7Y 1L2, (604) 899-6500 or at the BC Securities Commission web site, www.bcsc.bc.ca. In BC, all insider reports must be filed electronically five days following the date of the trade at www.sedi.ca. The public is able to access these reports at www.sedi.ca.
B. RELATED PARTY TRANSACTIONS
Except as disclosed below, or otherwise disclosed in this Annual Report on Form 20-F, Amarc has not, since April 1, 2012, and does not at this time propose to:
(1) enter into any transactions which are material to Amarc or a related party or any transactions unusual in their nature or conditions involving goods, services or tangible or intangible assets to which Amarc or any of its former subsidiaries was a party;
(2) make any loans or guarantees for the benefit of any of the following persons:
(a) enterprises directly or indirectly through one or more intermediaries, controlling or controlled by or under common control with Amarc;
(b) associates of Amarc (unconsolidated enterprises in which Amarc has significant influence or which has significant influence over Amarc) including shareholders beneficially owning 10% or more of the outstanding shares of Amarc;
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(c) individuals owning, directly or indirectly, shares of Amarc that gives them significant influence over Amarc and close members of such individuals families;
(d) key management personnel (persons having authority in responsibility for planning, directing and controlling the activities of Amarc including directors and senior management and close members of such directors and senior management); or
(e) enterprises in which a substantial voting interest is owned, directly or indirectly, by any person described in (c) or (d) or over which such a person is able to exercise significant influence.
Hunter Dickinson Services Inc. (“HDSI”)
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.
HDSI provides technical, geological, corporate communications, regulatory compliance, and administrative and management services to the Company, on an as-needed and as-requested basis from the Company.
HDSI also incurs third party costs on behalf of the Company. Such third party costs include, for example, travel, conferences, and technology services.
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 experts. The Company benefits from the economies of scale created by HDSI which itself serves several clients. The Company is also able to eliminate many of its fixed costs, including rent, technology, and other infrastructure which would otherwise be incurred for maintaining its corporate offices.
The Company procures services from HDSI pursuant to an agreement dated July 2, 2010. Services from HDSI are provided on a non-exclusive basis as required and as requested by the Company. The Company is not obligated to acquire any minimum amount of services from HDSI. The fees for services from HDSI are determined based on a charge-out rate for each employee performing the service and for the time spent by the employee. Such charge-out rates are agreed and set annually in advance. These time charges consist substantially of salaries, office rent, utilities, office supplies and administration, warehouse space, and insurance.
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 disclosure for the transactions with HDSI has been included in note 12 of the accompanying financial statements of the Company.
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 November 25, 2024, the Lender agreed to extend the repayment date of the Loan to November 26, 2025. On November 25, 2025, the repayment date of the Loan was further extended to January 4, 2027 or earlier pending the achievement of certain financing milestones. Interest is accrued on a monthly basis will be paid by the Loan due date.
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C. INTERESTS OF EXPERTS AND COUNSEL
Not applicable.
ITEM 8 FINANCIAL INFORMATION
A. FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION
Item 18 of this Form 20-F contains Amarc’s audited annual financial statements as at and for the years ended March 31, 2026, 2025 and 2024. These financial statements have been prepared in accordance with IFRS, as issued by the IASB.
Legal Proceedings
Amarc is not involved in any legal, arbitration or governmental proceedings and, to Amarc’s knowledge, no material legal, arbitration or governmental proceedings involving Amarc are pending or contemplated against Amarc.
Dividend Policy
The Company has not paid any dividends on its outstanding common shares since its incorporation and does not anticipate that it will do so in the foreseeable future. All funds of Amarc are being retained for exploration of its projects.
B. SIGNIFICANT CHANGES
There have been no significant changes to Amarc’s affairs as disclosed in the accompanying financial statements, except as disclosed in this Annual Report on Form 20-F.
ITEM 9 THE OFFER AND LISTING
A. OFFER AND LISTING DETAILS
Trading Markets
Amarc’s common shares have been listed in Canada on the TSX Venture (and its predecessors) since August 1995, under the symbol AHR.
The Company’s common shares were traded in the U.S. on the OTCBB from June 2004 until August 2014, and have been traded on the OTCQB since August 2014, in each case under the symbol AXREF.
The following tables set forth for the periods indicated the price history of the Company’s common shares on the TSX Venture and on the OTCQB.
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| TSX Venture Exchange | OTCBB/OTCQB | ||||
Fiscal Year Ended March 31, | High (Cdn$) | Low (Cdn$) | High (US$) | Low (US$) | ||
2026 | 1.52 | 0.42 | 1.17 | 0.31 | ||
2025 | 0.80 | 0.49 | 0.575 | 0.50 | ||
2024 | 0.14 | 0.08 | 0.10 | 0.05 | ||
2023 | 0.17 | 0.09 | 0.136 | 0.07 | ||
2022 | 0.145 | 0.085 | 0.12 | 0.07 | ||
2021 | 0.13 | 0.03 | 0.09 | 0.02 | ||
2020 | 0.08 | 0.02 | 0.06 | 0.02 | ||
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| TSX Venture Exchange | OTCQB | ||||
Fiscal Quarter | High (Cdn$) | Low (Cdn$) | High (US$) | Low (US$) | ||
Q4 2026 | 1.52 | 0.78 | 1.17 | 0.56 | ||
Q3 2026 | 1.40 | 0.90 | 1.03 | 0.61 | ||
Q2 2026 | 1.41 | 0.65 | 1.00 | 0.46 | ||
Q1 2026 | 0.80 | 0.42 | 0.57 | 0.31 | ||
Q4 2025 | 0.54 | 0.47 | 0.54 | 0.14 | ||
Q3 2025 | 0.145 | 0.085 | 0.15 | 0.10 | ||
Q2 2025 | 0.17 | 0.09 | 0.14 | 0.09 | ||
Q1 2025 | 0.14 | 0.08 | 0.13 | 0.08 | ||
Q4 2024 | 0.13 | 0.09 | 0.09 | 0.07 | ||
Q3 2024 | 0.11 | 0.08 | 0.08 | 0.05 | ||
Q2 2024 | 0.13 | 0.09 | 0.10 | 0.06 | ||
Q1 2024 | 0.14 | 0.11 | 0.10 | 0.08 | ||
Q4 2023 | 0.17 | 0.10 | 0.13 | 0.09 | ||
Q3 2023 | 0.17 | 0.12 | 0.14 | 0.08 | ||
Q2 2023 | 0.17 | 0.09 | 0.12 | 0.07 | ||
Q1 2023 | 0.12 | 0.09 | 0.10 | 0.07 | ||
Q4 2022 | 0.14 | 0.10 | 0.11 | 0.08 | ||
Q3 2022 | 0.14 | 0.10 | 0.11 | 0.08 | ||
Q2 2022 | 0.14 | 0.10 | 0.11 | 0.09 | ||
Q1 2022 | 0.14 | 0.11 | 0.16 | 0.09 | ||
| TSX Venture Exchange | OTCQB | |||||
Month | High (Cdn$) | Low (Cdn$) | High (US$) | Low (US$) | |||
July 2026 (to the date of this Annual Report) | 1.06 | 0.89 | 0.75 | 0.62 | |||
June 2026 | 1.03 | 0.87 | 0.75 | 0.61 | |||
May 2026 | 1.17 | 0.90 | 0.85 | 0.64 | |||
April 2026 | 1.03 | 0.86 | 0.76 | 0.61 | |||
March 2026 | 1.34 | 0.78 | 1.00 | 0.56 | |||
February 2026 | 1.43 | 1.16 | 1.17 | 0.81 | |||
January 2026 | 1.52 | 1.23 | 1.12 | 0.90 | |||
B. PLAN OF DISTRIBUTION
Not applicable.
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C. MARKETS
The shares of Amarc traded in Canada on the TSX Venture Exchange (formerly the Canadian Venture Exchange and successor to the Vancouver Stock Exchange) since August 1995 under the trading symbol AHR. Amarc’s shares were traded on the OTCBB from June 2004 until August 2014, and have been traded on the OTCQB since August 2014, in each case under the symbol AXREF.
D. SELLING SHAREHOLDERS
Not applicable.
E. DILUTION
Not applicable.
F. EXPENSES OF THE ISSUE
Not applicable.
ITEM 10 ADDITIONAL INFORMATION
A. SHARE CAPITAL
Not applicable.
B. MEMORANDUM AND ARTICLES OF ASSOCIATION
Amarc’s original corporate constituting documents comprised of the Memorandum and Articles of Association were registered with the BC Registrar of Companies under Corporation No. 436691. A copy of the Company’s original Articles of Association was filed as an exhibit with Amarc’s initial registration statement on Form 20-F.
In March 2004, the Company Act (BC) (the “BCCA”) was replaced by the Business Corporations Act (BC) (the “BCA”). All companies incorporated under the BCCA were required to complete a transition application to the BCA by March 29, 2006. The directors of the Company authorized the Company to file a transition application with the Registrar of Companies and to comply with the BCA.
The Company subsequently filed a Notice of Articles with the Registrar of Companies on October 2, 2004. The Notice of Articles and the Articles constitute the constating documents of the Company, and have superseded the Memorandum and Articles of Association. The Articles of a company, among other things, set out rules for the conduct of its business and affairs; they are no longer required to be filed with the Registrar of Companies, but are required to be kept as part of the company’s corporate records.
On October 22, 2004, the Company filed a Notice of Alteration with the Registrar of Companies to remove the former limitation on its authorized share capital of 100,000,000 common shares without par value. As a result, the Company’s authorized share capital now consists of an unlimited number of common shares without par value. The Registrar of Companies issued a Notice of Articles dated October 22, 2004 to reflect this change.
Under the BCA, every “pre-existing company’ remained subject to certain “Pre-existing Company Provisions” contained in the BCCA unless such provisions were removed with the approval of the shareholders. In order to take full advantage of the flexibility offered by the BCA, the shareholders adopted a special resolution on October 12, 2005 authorizing the removal of the Pre-existing Company Provisions and the adoption by the Company of a new form of Articles that incorporates provisions permitted under the BCA. On January 31, 2006, the Company filed a Notice of Alteration with the Registrar of Companies to remove the Pre-Existing Company Provisions, and the Registrar of Companies issued a Notice of Articles to reflect this change.
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As discussed in more detail below, on August 17, 2007, the Company filed a Notice of Alteration with the Registrar of Companies to create a new class of Preferred Shares, and the Registrar of Companies issued a Notice of Articles to reflect this change.
Effective September 19, 2013 the Company’s Articles were amended to include advance notice provisions relating to the nomination and the election of directors of the Company.
Set out below is a discussion of the principal changes effected by the adoption of the new Articles by the Company under the BCA, which took effect on January 31, 2006.
Borrowing Powers
Under the original Articles of Association, the Company could borrow money, issue bonds, debentures and other debt obligations and mortgage, charge, or give security on the undertaking, or on the whole or any part of the property and assets, of the Company (both present and future). Under the BCA, companies are also permitted, without restriction (other than general corporate governance principles), to guarantee repayment of money by any other person or the performance of any obligation of any other person. This change reflected the modernization of corporate legislation to effectively respond to increasingly complex financial transactions that companies may enter into in the course of their business. As a result, the Company’s Articles now provide that the Company may guarantee the repayment of money by any other person or the performance of any obligation of any other person.
Share Certificates
Under the original Articles of Association, a shareholder was entitled to a share certificate representing the number of shares of the Company held. Under the BCA, a shareholder is entitled to a share certificate representing the number of shares of the Company held or a written acknowledgement of the shareholder’s right to obtain such a share certificate. As a result, the Articles now provide for this additional right. The addition of the ability to issue a written acknowledgement is very useful for public companies such as the Company, since it permits flexibility in corporate and securities transmissions.
On September 15, 2010, the shareholders of the Company approved an amendment to the Articles that enabled the Company to use uncertificated electronic shares and to use an electronic record keeping system.
Indemnity Provisions
Under the BCCA, the Company could only indemnify directors where it obtained prior court approval, except in certain limited circumstances. The original Articles of Association provided for the Company to indemnify directors, subject to the provisions of the BCCA. Under the BCA, the Company is permitted (and is, in some circumstances, required) to indemnify a past or present director or officer of the Company or an associated corporation without obtaining prior court approval in respect of an “eligible proceeding”. An “eligible proceeding” includes any legal proceeding relating to the activities of the individual as a director or officer of the Company. However, under the BCA, the Company is prohibited from paying an indemnity if:
(a) | the party did not act honestly and in good faith with a view to the best interests of the Company; |
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(b) | the proceeding was not a civil proceeding and the party did not have reasonable grounds for believing that his or her conduct was lawful; and |
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(c) | the proceeding is brought against the party by the Company or an associated corporation. |
As a result, the Articles require the Company to indemnify directors, officers and other persons, subject to the limits imposed under the BCA.
Alternate Directors
The original Articles of Association permitted a director to appoint another director as his alternate. The Company’s Articles now permit a director to appoint anyone as his alternate, as long as that person is qualified to act as a director.
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Amendment of Articles and Notice of Articles
The Articles provide that the general authority required to amend all provisions of the Company’s Articles and the Notice of Articles, other than as set out in the BCA as specifically requiring a special resolution, can be effected as an ordinary or by directors’ resolution. The Company’s Articles provide that the Company may amend provisions of the Articles and Notice of Articles relating to certain aspects of its Shares and authorized share structure by ordinary resolution. A share consolidation or a share split and name change of the Company can only be done by a resolution of the directors. The default provision under the BCA is a special resolution where the Articles are silent as to the type of resolution required.
The Articles also provide that the attachment, variation and deletion of special rights and restrictions to any class of shares may be authorized by ordinary resolution. If the amendment prejudices or interferes with the rights or special rights attached to any class of issued shares, by the provisions of the BCA, the consent of the holders of that class of shares by a “special separate resolution” is required.
All special resolutions of the Company must be adopted by a majority of two-thirds of votes cast; the Company’s original Article of Association required special resolutions to be adopted by a majority of three-quarters of the votes cast.
Shareholders’ Meetings
In addition to reflecting the present notice and other provisions of the BCA relating to shareholders’ meetings, the Articles provide that shareholders’ meetings may be held at such place as is determined by the directors.
The Articles permit the giving of notice to shareholders, directors and officers by fax or e-mail in addition to regular mail or personal delivery.
Officers
Under the original Articles of Association, the Company was required to have at least a President and Secretary as officers, and separate individuals were required to hold those positions. In addition, the Chair and President were required to be directors. However, under the BCA, those requirements no longer exist, and as a result, the Articles do not provide for such restrictions.
Disclosure of Interest of Directors
The Articles refer to the provisions of the BCA relating to the disclosure of interest by directors, which superseded more the cumbersome and outdated provisions contained under the BCCA.
Creation of Preferred Shares
Under the original Articles of Association, the creation of a new class of shares required the approval of the shareholders of the Company by a special resolution adopted by a majority of three-quarters of votes cast. In contrast, the Articles now provide that the creation of a new class of shares requires the approval of the shareholders of the Company by an ordinary resolution.
On September 26, 2006, the shareholders adopted an ordinary resolution authorizing the creation of a new class of Preferred Shares without par value and without a maximum authorized number, issuable in series, on such terms as may be determined by the Company’s directors for each such series. On August 17, 2007, the Company filed a Notice of Alteration with the Registrar of Companies to create the new class of Preferred Shares, and the Registrar of Companies issued a Notice of Articles to reflect this change.
As a result, the authorized share structure of the Company now includes, in addition to a class of common shares without par value and without a maximum number, a class of Preferred Shares without par value and without a maximum number. The Preferred Shares may be issued in series on such terms as determined by the Company’s directors in accordance with the class rights and restrictions.
The special rights and restrictions attaching to the Preferred Shares are set forth in Article 26 of the Articles, and effectively provide the directors with wide latitude to create a series of Preferred Shares which may be convertible into Common Shares, and have attached to them rights that rank ahead of Common Shares in respect of entitlement to assets and dividends.
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C. MATERIAL CONTRACTS
Amarc’s only material contracts as of the date of this Annual Report are:
Corporate Services Agreement between Amarc and Hunter Dickinson Services Inc. dated July 2, 2010. See Item 7.B and Exhibit 4.1.
Shareholders’ Agreement made between Freeport-McMoRan Mineral Properties Canada Inc. and Amarc Resources Ltd. in respect of the ownership and operation of Aurora Minerals Ltd., dated August 20, 2025. See Exhibit 4.3.
Other agreements are in the normal course of business.
D. EXCHANGE CONTROLS
Amarc is incorporated pursuant to the laws of the Province of British Columbia, Canada. There is no law or governmental decree or regulation in Canada that restricts the export or import of capital, or affects the remittance of dividends, interest or other payments to a non-resident holder of Common Shares, other than withholding tax requirements. Any such remittances to United States residents are generally subject to withholding tax, however no such remittances are likely in the foreseeable future. See “Taxation”, below.
There is no limitation imposed by Canadian law or by the charter or other constituent documents of the Company on the right of a non-resident to hold or vote Common Shares of the Company. However, the Investment Canada Act (Canada) (the “Investment Act”) has rules regarding certain acquisitions of shares by non-Canadians, along with other requirements under that legislation.
The following discussion summarizes the principal features of the Investment Act for a non-Canadian who proposes to acquire Common Shares of the Company. The discussion is general only; it is not a substitute for independent legal advice from an investor’s own adviser; and, except where expressly noted, it does not anticipate statutory or regulatory amendments.
The Investment Act is a federal statute of broad application regulating the establishment and acquisition of Canadian businesses by non-Canadians, including individuals, governments or agencies thereof, corporations, partnerships, trusts and joint ventures. Investments by non-Canadians to acquire control over existing Canadian businesses or to establish new ones are either reviewable or notifiable under the Investment Act. If an investment by a non-Canadian to acquire control over an existing Canadian business is reviewable under the Investment Act, the Investment Act generally prohibits implementation of the investment unless, after review, the Minister of Innovation, Science and Economic Development (the “Minister”) (or the Minister of Canadian Heritage for investments in a Canadian business engaged in any of the activities of a “cultural business”), is satisfied that the investment is likely to be of net benefit to Canada.
A non-Canadian would acquire control of the Company for the purposes of the Investment Act through the acquisition of Common Shares if the non-Canadian acquired a majority of the Common Shares of the Company.
Further, the acquisition of less than a majority but one-third or more of the Common Shares of the Company would be presumed to be an acquisition of control of the Company unless it could be established that, on the acquisition, the Company was not controlled in fact by the acquirer through the ownership of Common Shares.
To determine whether an investment is reviewable under the Investment Act it is necessary to consider certain matters, including whether the investor is a state-owned enterprise; whether the investor is a “WTO investor” (i.e., controlled by persons who are citizens of countries that are members of the World Trade Organization (“WTO”)), and, if so, whether the WTO investor is party to certain free trade agreements; the enterprise value of the assets of the Canadian business being acquired; and whether the Canadian business being acquired is a cultural business.
An acquisition of control of a Canadian business by a non-Canadian that falls below the thresholds for review under the Investment Act does not require the filing of an application for review. However, even where an investment falls below the thresholds, it must still be notified by way of a short form to the Investment Review Division of the Department of Innovation, Science and Economic Development Canada (or the Department of Canadian Heritage for cultural cases). Notifications may be submitted by the investor any time before or up to 30 days after implementation of the investment.
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In 2009, amendments were enacted to the Investment Act concerning investments that may be considered injurious to national security. If the Minister has reasonable grounds to believe that an investment by a non-Canadian “could be injurious to national security,” the Minister may send the non-Canadian a notice indicating that an order for review of the investment may be made. The review of an investment on the grounds of national security may occur whether or not an investment is otherwise subject to review on the basis of net benefit to Canada or otherwise subject to notification under the Investment Canada Act.
Certain transactions, except those to which the national security provisions of the Investment Act may apply, relating to Common Shares of the Company are exempt from the Investment Act, including
(a) acquisition of Common Shares of the Company by a person in the ordinary course of that person’s business as a trader or dealer in securities,
(b) acquisition of control of the Company in connection with the realization of security granted for a loan or other financial assistance and not for a purpose related to the provisions of the Investment Act, if the investment is subject to approval under certain other legislation, and
(c) acquisition of control of the Company by reason of an amalgamation, merger, consolidation or corporate reorganization following which the ultimate direct or indirect control in fact of the Company, through the ownership of Common Shares, remained unchanged.
E. TAXATION
Certain Canadian Federal Income Tax Information for United States Residents
The following summarizes the principal Canadian federal income tax considerations generally applicable to the holding and disposition of common shares of the Company by a holder (a) who, for the purposes of the Income Tax Act (Canada) the (“Tax Act”) and at all relevant times, is not resident in Canada or deemed to be resident in Canada, deals at arm’s length and is not affiliated with the Company, holds the common shares as capital property and does not use or hold the common shares in the course of carrying on, or otherwise in connection with, a business in Canada, and (b) who, for the purposes of the Canada-United States Income Tax Convention (the “Treaty”) and at all relevant times, is a resident of the United States, has never been a resident of Canada, has not held or used (and does not hold or use) common shares in connection with a permanent establishment or fixed base in Canada, and who qualifies for the full benefits of the Treaty. The Canada Revenue Agency has introduced special forms to be used in order to substantiate eligibility for Treaty benefits, and affected holders should consult with their own advisers with respect to these forms and all relevant compliance matters.
Holders who meet all such criteria in clauses (a) and (b) above are referred to herein as a “U.S. Holder” or “U.S. Holders”, and this summary only addresses such U.S. Holders. The summary does not deal with special situations, such as particular circumstances of traders or dealers, limited liability companies, tax-exempt entities, insurers, financial institutions (including those to which the mark-to-market provisions of the Tax Act apply), entities considered fiscally transparent under applicable law, or otherwise.
This summary is based on the current provisions of the Tax Act and the regulations thereunder, all proposed amendments to the Tax Act and regulations publicly announced by the Minister of Finance (Canada) to the date hereof, the current provisions of the Treaty and our understanding of the current administrative practices of the Canada Revenue Agency. It has been assumed that all currently proposed amendments to the Tax Act and regulations will be enacted as proposed and that there will be no other relevant change in any governing law, the Treaty or administrative policy, although no assurance can be given in these respects. This summary does not take into account provincial, U.S. or other foreign income tax considerations, which may differ significantly from those discussed herein.
This summary is not exhaustive of all possible Canadian income tax consequences. It is not intended as legal or tax advice to any particular U.S. Holder and should not be so construed. The tax consequences to a U.S. Holder will depend on that U.S. Holder’s particular circumstances. Accordingly, all U.S. Holders or prospective U.S. Holders should consult their own tax advisers with respect to the tax consequences applicable to them having regard to their own particular circumstances. The discussion below is qualified accordingly.
Dividend
Dividends paid or deemed to be paid or credited by the Company to a U.S. Holder are subject to Canadian withholding tax. Under the Treaty, the rate of withholding tax on dividends paid to a U.S. Holder is generally limited to 15% of the gross dividend (or 5% in the case of a U.S. Holder that is a corporate shareholder owning at least 10% of the Company’s voting shares), provided the U.S. Holder can establish entitlement to the benefits of the Treaty.
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Disposition
A U.S. Holder is generally not subject to tax under the Tax Act in respect of a capital gain realized on the disposition of a common share in the open market, unless the share is “taxable Canadian property” to the holder thereof and the U.S. Holder is not entitled to relief under the Treaty.
Provided that the Company’s common shares are listed on a “designated stock exchange” for purposes of the Tax Act (which currently includes the TSX Venture) at the time of disposition, a common share will generally not constitute taxable Canadian property to a U.S. Holder unless, at any time during the 60 month period ending at the time of disposition, (i) the U.S. Holder, persons with whom the U.S. Holder did not deal at arm’s length for purposes of the Tax Act, partnerships in which the U.S. Holder or such persons holds a membership interest directly or indirectly, (or the U.S. Holder together with any such foregoing persons) or partnerships, owned 25% or more of the issued shares of any class or series of the Company AND (ii) more than 50% of the fair market value of the share was derived directly or indirectly from certain types of assets, including real or immoveable property situated in Canada, Canadian resource properties or timber resource properties, and options, interests or rights in respect of any of the foregoing. Common shares may also be deemed to be taxable Canadian property under the Tax Act in certain specific circumstances. A U.S. Holder holding Common shares as taxable Canadian property should consult with the U.S. Holder’s own tax advisers in advance of any disposition of Common shares or deemed disposition under the Tax Act in order to determine whether any relief from tax under the Tax Act may be available by virtue of the Treaty, and any related compliance procedures.
Certain United States Federal Income Tax Considerations
The following is a general summary of certain material U.S. federal income tax considerations applicable to a U.S. Holder (as defined below) arising from the acquisition, ownership and disposition of our common shares.
This summary is for general information purposes only and does not purport to be a complete analysis or listing of all potential U.S. federal income tax considerations that may apply to a U.S. Holder as a result of the acquisition, ownership and disposition of our common stock. In addition, this summary does not take into account the individual facts and circumstances of any particular U.S. Holder that may affect the U.S. federal income tax consequences to such U.S. Holder, including specific tax consequences to a U.S. Holder under an applicable tax treaty. Accordingly, this summary is not intended to be, and should not be construed as, legal or U.S. federal income tax advice with respect to any particular U.S. Holder. In addition, this summary does not address the U.S. federal alternative minimum, U.S. federal estate and gift, U.S. Medicare contribution, U.S. state and local, or non-U.S. tax consequences of the acquisition, ownership or disposition of our common stock. Except as specifically set forth below, this summary does not discuss applicable tax reporting requirements. Each U.S. Holder should consult its own tax advisor regarding all U.S. federal, U.S. state and local and non-U.S. tax consequences of the acquisition, ownership and disposition of our common stock.
No opinion from U.S. legal counsel or ruling from the Internal Revenue Service (the “IRS”) has been requested, or will be obtained, regarding the U.S. federal income tax consequences of the acquisition, ownership or disposition of our common shares. This summary is not binding on the IRS, and the IRS is not precluded from taking a position that is different from, or contrary to, any position taken in this summary. In addition, because the authorities upon whom this summary is based are subject to various interpretations, the IRS and the U.S. courts could disagree with one or more of the positions taken in this summary.
Scope of this Summary
Authorities
This summary is based on the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations (whether final, temporary, or proposed), published rulings of the IRS, published administrative positions of the IRS, the Convention Between Canada and the United States of America with Respect to Taxes on Income and on Capital, signed September 26, 1980, as amended (the “Canada-U.S. Tax Convention”), and U.S. court decisions that are applicable and, in each case, as in effect and available, as of the date hereof. Any of the authorities on which this summary is based could be changed in a material and adverse manner at any time, and any such change could be applied on a retroactive or prospective basis, which could affect the U.S. federal income tax considerations described in this summary. This summary does not discuss the potential effects, whether adverse or beneficial, of any proposed legislation that, if enacted, could be applied on a retroactive or prospective basis.
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U.S. Holders
For purposes of this summary, the term “U.S. Holder” means a beneficial owner of common shares that is for U.S. federal income tax purposes:
| · | an individual who is a citizen or resident of the U.S.; |
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| · | a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) organized under the laws of the U.S., any state thereof or the District of Columbia; |
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| · | an estate whose income is subject to U.S. federal income taxation regardless of its source; or |
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| · | a trust that (1) is subject to the primary supervision of a court within the U.S. and the control of one or more U.S. persons for all substantial decisions or (2) has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person. |
Non-U.S. Holders
For purposes of this summary, a “non-U.S. Holder” is a beneficial owner of common shares that is not a U.S. Holder. This summary does not address the U.S. federal income tax consequences to non-U.S. Holders arising from and relating to the acquisition, ownership, and disposition of common shares. Accordingly, a non-U.S. Holder should consult its own tax adviser regarding the U.S. federal, U.S. federal alternative minimum, U.S. federal estate and gift, U.S. state and local, and foreign tax consequences (including the potential application of and operation of any income tax treaties) relating to the acquisition, ownership, and disposition of common shares.
U.S. Holders Subject to Special U.S. Federal Income Tax Rules Not Addressed
This summary does not address the U.S. federal income tax considerations of the acquisition, ownership or disposition of our common shares by U.S. Holders that are subject to special provisions under the Code, including, but not limited to, the following: (a) tax-exempt organizations, qualified retirement plans, individual retirement accounts, or other tax-deferred accounts; (b) financial institutions, underwriters, insurance companies, real estate investment trusts, or regulated investment companies; (c) broker-dealers, dealers, or traders in securities or currencies that elect to apply a “mark-to-market” accounting method; (d) U.S. Holders that have a “functional currency” other than the U.S. dollar; (e) U.S. Holders that own our common shares as part of a straddle, hedging transaction, conversion transaction, constructive sale, or other arrangement involving more than one position; (f) U.S. Holders that acquire our common shares in connection with the exercise of employee stock options or otherwise as compensation for services; (g) U.S. Holders that hold our common shares other than as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment purposes); (h) are required to accelerate the recognition of any item of gross income with respect to Common Shares as a result of such income being recognized on an applicable financial statement; and (i) U.S. Holders that own directly, indirectly, or by attribution, 10% or more, by voting power, of the outstanding stock of the Company. This summary also does not address the U.S. federal income tax considerations applicable to U.S. Holders who are: (a) U.S. expatriates or former long-term residents of the U.S.; (b) persons that have been, are, or will be a resident or deemed to be a resident in Canada for purposes of the Income Tax Act (Canada); (c) persons that use or hold, will use or hold, or that are or will be deemed to use or hold our common shares in connection with carrying on a business in Canada; (d) persons whose common shares in our Company constitutes “taxable Canadian property” under the Income Tax Act (Canada); or (e) persons that have a permanent establishment in Canada for purposes of the Canada-U.S. Tax Convention. U.S. Holders that are subject to special provisions under the Code, including U.S. Holders described immediately above, should consult their own tax advisors regarding all U.S. federal, U.S. state and local, and non-U.S. tax consequences (including the potential application and operation of any income tax treaties) relating to the acquisition, ownership or disposition of our common shares.
If an entity or arrangement that is classified as a partnership (or other “pass-through” entity) for U.S. federal income tax purposes holds our common shares, the U.S. federal income tax consequences to such partnership and the partners (or other owners) of such partnership of the acquisition, ownership or disposition of our common shares generally will depend on the activities of the partnership and the status of such partners (or other owners). This summary does not address the U.S. federal income tax considerations for any such partner or partnership (or other “pass-through” entity or its owners). Owners of entities and arrangements that are classified as partnerships (or other “pass-through” entities) for U.S. federal income tax purposes should consult their own tax advisors regarding the U.S. federal income tax consequences of the acquisition, ownership or disposition of our common shares.
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Passive Foreign Investment Company Rules
If the Company were to constitute a “passive foreign investment company” under the meaning of Section 1297 of the Code (a “PFIC”, as defined below) for any year during a U.S. Holder’s holding period, then certain potentially adverse rules will affect the U.S. federal income tax consequences to a U.S. Holder resulting from the acquisition, ownership and disposition of common shares. The Company believes that it was classified as a PFIC during the tax year ended March 31, 2018, and may be a PFIC in future tax years. The determination of whether any corporation was, or will be, a PFIC for a tax year depends, in part, on the application of complex U.S. federal income tax rules, which are subject to differing interpretations. In addition, whether any corporation will be a PFIC for any tax year depends on the assets and income of such corporation over the course of each such tax year and, as a result, cannot be predicted with certainty as of the date of this document. Accordingly, there can be no assurance that the IRS will not challenge any determination made by the Company (or any subsidiary of the Company) concerning its PFIC status. Each U.S. Holder should consult its own tax advisor regarding the PFIC status of the Company and any subsidiary of the Company.
In addition, in any year in which the Company is classified as a PFIC, such holder would be required to file an annual report with the IRS containing such information as Treasury Regulations and/or other IRS guidance may require. In addition to penalties, a failure to satisfy such reporting requirements may result in an extension of the time period during which the IRS can assess a tax. U.S. Holders should consult their own tax advisors regarding the requirements of filing such information returns under these rules, including the requirement to file an IRS Form 8621.
PFIC Status of the Company
The Company generally will be a PFIC if, for a tax year, (a) 75% or more of the gross income of the Company is passive income (the “income test”) or (b) 50% or more of the value of the Company’s assets either produce passive income or are held for the production of passive income, based on the quarterly average of the fair market value of such assets (the “asset test”). “Gross income” generally includes all sales revenues less the cost of goods sold, plus income from investments and from incidental or outside operations or sources, and “passive income” generally includes, for example, dividends, interest, certain rents and royalties, certain gains from the sale of stock and securities, and certain gains from commodities transactions.
Active business gains arising from the sale of commodities generally are excluded from passive income if substantially all of a foreign corporation’s commodities are stock in trade or inventory, depreciable property used in a trade or business, or supplies regularly used or consumed in a trade or business and certain other requirements are satisfied.
For purposes of the PFIC income test and asset test described above, if the Company owns, directly or indirectly, 25% or more of the total value of the outstanding shares of another corporation, the Company will be treated as if it (a) held a proportionate share of the assets of such other corporation and (b) received directly a proportionate share of the income of such other corporation. In addition, for purposes of the PFIC income test and asset test described above, and assuming certain other requirements are met, “passive income” does not include certain interest, dividends, rents, or royalties that are received or accrued by the Company from certain “related persons” (as defined in Section 954(d)(3) of the Code), to the extent such items are properly allocable to the income of such related person that is not passive income.
Under certain attribution rules, if the Company is a PFIC, U.S. Holders will generally be deemed to own their proportionate share of the Company’s direct or indirect equity interest in any company that is also a PFIC (a ‘‘Subsidiary PFIC’’), and will be subject to U.S. federal income tax on their proportionate share of (a) any “excess distributions,” as described below, on the stock of a Subsidiary PFIC and (b) a disposition or deemed disposition of the stock of a Subsidiary PFIC by the Company or another Subsidiary PFIC, both as if such U.S. Holders directly held the shares of such Subsidiary PFIC. In addition, U.S. Holders may be subject to U.S. federal income tax on any indirect gain realized on the stock of a Subsidiary PFIC on the sale or disposition of common shares. Accordingly, U.S. Holders should be aware that they could be subject to tax even if no distributions are received and no redemptions or other dispositions of common shares are made.
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Tax Consequences if the Company is a PFIC
If the Company is a PFIC for any tax year during which a U.S. Holder owns our common shares, special rules may increase such U.S. Holder’s U.S. federal income tax liability with respect to the ownership and disposition of such common shares. If the Company meets the income test or the asset test for any tax year during which a U.S. Holder owns our common shares, the Company will be treated as a PFIC with respect to such U.S. Holder for that tax year and for all subsequent tax years, regardless of whether the Company meets the income test or the asset test for such subsequent tax years, unless the U.S. Holder elects to recognize any unrealized gain in such common shares or makes a timely and effective QEF Election or, if applicable, Mark-to-Market Election.
Under the default PFIC rules:
| · | any gain realized on the sale or other disposition (including dispositions and certain other events that would not otherwise be treated as taxable events) of our common shares (including an indirect disposition of the stock of any Subsidiary PFIC) and any “excess distribution” (defined as a distribution to the extent it, together with all other distributions received in the relevant tax year, exceeds 125% of the average annual distribution received during the preceding three years) received on our common shares or with respect to the stock of a Subsidiary PFIC will be allocated rateably to each day of such U.S. Holder’s holding period for our common shares; |
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| · | the amount allocated to the current tax year and any year prior to the first year in which the Company was a PFIC will be taxed as ordinary income in the current year; |
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| · | the amount allocated to each of the other tax years (the “Prior PFIC Years”) will be subject to tax at the highest ordinary income tax rate in effect for the applicable class of taxpayer for that year; |
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| · | an interest charge will be imposed with respect to the resulting tax attributable to each Prior PFIC Year, which interest charge is not deductible by non-corporate U.S. Holders; and |
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| · | any loss realized on the disposition of our common shares generally will not be recognized. |
A U.S. Holder that makes a timely and effective “mark-to-market” election under Section 1296 of the Code (a “Mark-to-Market Election”) or a timely and effective election to treat the Company and each Subsidiary PFIC as a “qualified electing fund” (a “QEF”) under Section 1295 of the Code (a “QEF Election”) may generally mitigate or avoid the PFIC consequences described above with respect to our common shares.
If a U.S. Holder makes a timely and effective QEF Election, the U.S. Holder must include currently in gross income each year its pro rata share of the Company’s ordinary income and net capital gains, regardless of whether such income and gains are actually distributed. Thus, a U.S. Holder could have a tax liability with respect to such ordinary income or gains without a corresponding receipt of cash from the Company. If the Company is a QEF with respect to a U.S. Holder, the U.S. Holder’s basis in our common shares will be increased to reflect the amount of the taxed but undistributed income. Distributions of income that had previously been taxed will result in a corresponding reduction of basis in our common shares and will not be taxed again as a distribution to a U.S. Holder. Taxable gains on the disposition of our common shares by a U.S. Holder that has made a timely and effective QEF Election are generally capital gains. A U.S. Holder must make a QEF Election for the Company and each Subsidiary PFIC if it wishes to have this treatment. To make a QEF Election, a U.S. Holder will need to have an annual information statement from the Company setting forth the ordinary income and net capital gains for the year. U.S. Holders should be aware that there can be no assurance that the Company will satisfy the recordkeeping requirements that apply to a QEF or that the Company will supply U.S. Holders with information such U.S. Holders require to report under the QEF rules in the event that the Company is a PFIC for any tax year.
In general, a U.S. Holder must make a QEF Election on or before the due date for filing its income tax return for the first year to which the QEF Election applies. Under applicable Treasury Regulations, a U.S. Holder will be permitted to make retroactive elections in particular circumstances, including if it had a reasonable belief that the Company was not a PFIC and filed a protective election. If a U.S. Holder owns PFIC stock indirectly through another PFIC, separate QEF Elections must be made for the PFIC in which the U.S. Holder is a direct shareholder and the Subsidiary PFIC for the QEF rules to apply to both PFICs. Each U.S. Holder should consult its own tax advisor regarding the availability and desirability of, and procedure for, making a timely and effective QEF Election for the Company and any Subsidiary PFIC.
A Mark-to-Market Election may be made with respect to stock in a PFIC if such stock is “regularly traded” on a “qualified exchange or other market” (within the meaning of the Code and the applicable Treasury Regulations). A class of stock that is traded on one or more qualified exchanges or other markets is considered to be “regularly traded” for any calendar year during which such class of stock is traded in other than de minimus quantities on at least 15 days during each calendar quarter. If our common shares are considered to be “regularly traded” within this meaning, then a U.S. Holder generally will be eligible to make a Mark-to-Market Election with respect to our common shares but not with respect to a Subsidiary PFIC.
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A U.S. Holder that makes a timely and effective Mark-to-Market Election with respect to our common stock generally will be required to recognize as ordinary income in each tax year in which the Company is a PFIC an amount equal to the excess, if any, of the fair market value of such stock as of the close of such taxable year over the U.S. Holder’s adjusted tax basis in such stock as of the close of such taxable year. A U.S. Holder’s adjusted tax basis in our common shares generally will be increased by the amount of ordinary income recognized with respect to such stock. If the U.S. Holder’s adjusted tax basis in our common shares as of the close of a tax year exceeds the fair market value of such stock as of the close of such taxable year, the U.S. Holder generally will recognize an ordinary loss, but only to the extent of net mark-to-market income recognized with respect to such stock for all prior taxable years. A U.S. Holder’s adjusted tax basis in our common shares generally will be decreased by the amount of ordinary loss recognized with respect to such stock. Any gain recognized upon a disposition of our common shares generally will be treated as ordinary income, and any loss recognized upon a disposition generally will be treated as ordinary loss to the extent of the net mark-to-market income recognized for all prior taxable years. Any loss recognized in excess thereof will be taxed as a capital loss. Capital losses are subject to significant limitations under the Code. Each U.S. Holder should consult its own tax advisor regarding the availability and desirability of, and procedure for, making a timely and effective Mark-to-Market Election with respect to our common shares.
Foreign Tax Credit
A U.S. Holder that pays (whether directly or through withholding) Canadian income tax in connection with the ownership or disposition of our common shares may be entitled, at the election of such U.S. Holder, to receive either a deduction or a credit for such Canadian income tax paid. Generally, a credit will reduce a U.S. Holder’s U.S. federal income tax liability on a dollar-for-dollar basis, whereas a deduction will reduce a U.S. Holder’s income subject to U.S. federal income tax. This election is made on a year-by-year basis and applies to all creditable foreign taxes paid (whether directly or through withholding) by a U.S. Holder during a year.
Complex limitations apply to the foreign tax credit, including the general limitation that the credit cannot exceed the proportionate share of a U.S. Holder’s U.S. federal income tax liability that such U.S. Holder’s “foreign source” taxable income bears to such U.S. Holder’s worldwide taxable income. In applying this limitation, a U.S. Holder’s various items of income and deduction must be classified, under complex rules, as either “foreign source” or “U.S. source.” Generally, dividends paid by a non-U.S. corporation should be treated as foreign source for this purpose, and gains recognized on the sale of securities of a non-U.S. corporation by a U.S. Holder should be treated as U.S. source for this purpose, except as otherwise provided in an applicable income tax treaty, and if an election is properly made under the Code. However, the amount of a distribution with respect to our common shares that is treated as a “dividend” may be lower for U.S. federal income tax purposes than it is for Canadian federal income tax purposes, resulting in a reduced foreign tax credit allowance to a U.S. Holder. In addition, this limitation is calculated separately with respect to specific categories of income. The foreign tax credit rules are complex, and each U.S. Holder should consult its own U.S. tax advisor regarding the foreign tax credit rules.
Special rules apply to the amount of foreign tax credit that a U.S. Holder may claim on a distribution, including a constructive distribution, from a PFIC. Subject to such special rules, non-U.S. taxes paid with respect to any distribution in respect of stock in a PFIC are generally eligible for the foreign tax credit. The rules relating to distributions by a PFIC and their eligibility for the foreign tax credit are complicated, and a U.S. Holder should consult its own tax advisor regarding their application to the U.S. Holder.
Receipt of Foreign Currency
The amount of any distribution or proceeds paid in Canadian dollars to a U.S. Holder in connection with the ownership, sale or other taxable disposition of our common shares, will be included in the gross income of a U.S. Holder as translated into U.S. dollars calculated by reference to the exchange rate prevailing on the date of actual or constructive receipt of the payment, regardless of whether the Canadian dollars are converted into U.S. dollars at that time. If the Canadian dollars received are not converted into U.S. dollars on the date of receipt, a U.S. Holder will have a basis in the Canadian dollars equal to their U.S. dollar value on the date of receipt. Any U.S. Holder who receives payment in Canadian dollars and engages in a subsequent conversion or other disposition of the Canadian dollars may have a foreign currency exchange gain or loss that would be treated as ordinary income or loss, and generally will be U.S. source income or loss for foreign tax credit purposes. Different rules apply to U.S. Holders who use the accrual method of tax accounting. Each U.S. Holder should consult its own U.S. tax advisor regarding the U.S. federal income tax consequences of receiving, owning, and disposing of Canadian dollars.
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Information Reporting; Backup Withholding
Under U.S. federal income tax law, certain categories of U.S. Holders must file information returns with respect to their investment in, or involvement in, a non-U.S. corporation. For example, U.S. return disclosure obligations (and related penalties) are imposed on individuals who are U.S. Holders that hold certain specified foreign financial assets in excess of certain threshold amounts. The definition of “specified foreign financial assets” includes not only financial accounts maintained in non-U.S. financial institutions, but also, if held for investment and not in an account maintained by certain financial institutions, any stock or security issued by a non-U.S. person, any financial instrument or contract that has an issuer or counterparty other than a U.S. person and any interest in a non-U.S. entity. A U.S. Holder may be subject to these reporting requirements unless such U.S. Holder’s shares of our common shares are held in an account at certain financial institutions. Penalties for failure to file certain of these information returns are substantial. U.S. Holders should consult with their own tax advisors regarding the requirements of filing information returns on IRS Form 8938 for specified foreign financial assets, filing obligations relating to the PFIC rules including possible reporting on IRS Form 8621, and any other applicable reporting requirements.
Payments made within the U.S. or by a U.S. payor or U.S. middleman of (a) distributions on our common shares, and (b) proceeds arising from the sale or other taxable disposition of our common shares generally will be subject to information reporting. In addition, backup withholding, currently at a rate of 24%, may apply to such payments if a U.S. Holder (a) fails to furnish such U.S. Holder’s correct U.S. taxpayer identification number (“TIN”) (generally on Form W-9), (b) furnishes an incorrect U.S. TIN, (c) is notified by the IRS that such U.S. Holder has previously failed to properly report items subject to backup withholding, or (d) fails to certify, under penalty of perjury, that such U.S. Holder has furnished its correct U.S. TIN and that the IRS has not notified such U.S. Holder that it is subject to backup withholding. Certain exempt persons generally are excluded from these information reporting and backup withholding rules. Backup withholding is not an additional tax. Any amounts withheld under the U.S. backup withholding rules are allowed as a credit against a U.S. Holder’s U.S. federal income tax liability, if any, or will be refunded, if such U.S. Holder furnishes required information to the IRS in a timely manner. The information reporting and backup withholding rules may apply even if, under the Canada-U.S. Tax Convention, payments are exempt from dividend withholding tax or otherwise eligible for a reduced withholding rate.
The discussion of reporting requirements set forth above is not intended to constitute an exhaustive description of all reporting requirements that may apply to a U.S. Holder. A failure to satisfy certain reporting requirements may result in an extension of the time period during which the IRS can assess a tax, and, under certain circumstances, such an extension may apply to assessments of amounts unrelated to any unsatisfied reporting requirement. Each U.S. Holder should consult its own tax advisor regarding the information reporting and backup withholding rules.
THE ABOVE SUMMARY IS NOT INTENDED TO CONSTITUTE A COMPLETE ANALYSIS OF ALL U.S. TAX CONSIDERATIONS APPLICABLE TO U.S. HOLDERS WITH RESPECT TO THE ACQUISITION, OWNERSHIP OR DISPOSITION OF OUR COMMON SHARES. U.S. HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE TAX CONSIDERATIONS APPLICABLE TO THEM IN THEIR PARTICULAR CIRCUMSTANCES.
F. DIVIDENDS AND PAYING AGENTS
Not applicable.
G. STATEMENT BY EXPERTS
Not applicable.
H. DOCUMENTS ON DISPLAY
Exhibits attached to this Form 20-F are also available for viewing on EDGAR, or at the offices of Amarc, Suite 1400 - 1040 West Georgia Street, Vancouver, B.C., V6E 4H1 or on request of Amarc at 604-684-6365, attention: Corporate Secretary. Copies of Amarc’s financial statements and other continuous disclosure documents required under the BC Securities Act are available for viewing on the internet at www.sedarplus.ca.
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I. SUBSIDIARY INFORMATION
Not applicable.
ITEM 11 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
A. TRANSACTION RISK AND CURRENCY RISK MANAGEMENT
Amarc’s operations do not employ financial instruments or derivatives which are market sensitive and Amarc does not have financial market risks that it deems to be material.
B. EXCHANGE RATE SENSITIVITY
Amarc’s administrative operations are in Canada. The Company typically holds most of its funds in Canadian Dollars and typically acquires foreign currency on an as-needed basis and, hence, it is not significantly affected by exchange rate risk. The Company does, however, from time to time, invest in U.S. Dollars denominated short-term investments. The Company is exposed to foreign currency exchange risk on such investments. However, such U.S. Dollars denominated investments have been minor and the foreign exchange risk has been immaterial.
The Company currently does not engage in foreign currency hedging.
C. INTEREST RATE RISK AND EQUITY PRICE RISK
Amarc’s liabilities consist of routine accounts payable, balance due to a related party, and a loan payable to a director of the Company. The loans bear fixed interest rates. Based on these factors, interest rate change risk for the Company is nominal. For more details on the loan, refer to note 9 of the accompanying audited annual financial statements for the year ended March 31, 2026.
Some of the Company’s marketable securities are subject to equity price risk as they relate to shares held in publicly-traded companies. Given the small value of the Company’s marketable securities, equity price risk for the Company is nominal.
D. COMMODITY PRICE RISK
While the value of Amarc’s resource properties can always be said to relate to the price of copper and gold metals and the outlook for same, Amarc does not have any operating mines and hence does not have any hedging or other commodity-based operational risks respecting its business activities.
ITEM 12 DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
Not applicable.
ITEM 13 DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
Not applicable.
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ITEM 14 MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
Not applicable.
ITEM 15 CONTROLS AND PROCEDURES
DISCLOSURE CONTROLS AND PROCEDURES
At the end of the period covered by this annual report on Form 20-F, an evaluation was carried out with the participation of the Company’s management, including the President and Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”), of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a – 15(e) and 15d –15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on that evaluation, the President and CEO and the CFO have concluded that as of the end of the period covered by this annual report on Form 20-F, the Company’s disclosure controls and procedures were effective in providing reasonable assurance that: (i) information required to be disclosed by the Company in reports that it files or submits to the SEC under the Exchange Act was recorded, processed, summarized and reported within the time periods specified in applicable rules and forms, and (ii) material information required to be disclosed in the Company’s reports filed under the Exchange Act was accumulated and communicated to the Company’s management, including the President and CEO and the CFO, as appropriate, to allow for accurate and timely decisions regarding required disclosure.
MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The Company’s management, including the President and CEO and CFO, is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. 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 and fair presentation 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; |
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| · | 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 |
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| · | 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. |
With the participation of the President and CEO and CFO, management conducted an evaluation of the design and operation of the Company’s internal control over financial reporting as of March 31, 2026, based on the criteria set forth in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Based on this evaluation, management concluded in its report that the Company’s internal control over financial reporting was effective as of March 31, 2026.
This Annual Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules that permit the Company to provide only management’s report in this Annual Report.
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CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
During the period covered by this Annual Report on Form 20-F, no changes occurred in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
LIMITATIONS OF CONTROLS AND PROCEDURES
The Company’s management, including its President and CEO and CFO, does not expect that its disclosure controls and procedures or internal controls and procedures will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, 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, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that 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 management override of the 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; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
ITEM 16 [RESERVED]
ITEM 16A AUDIT COMMITTEE FINANCIAL EXPERT
The members of the audit committee are Scott D. Cousens (Chair), T. Barry Coughlan and Diane S. Nicolson. The board of directors has determined that Mr. Coughlan qualifies as a “financial expert” under the rules of the Securities and Exchange Commission, based on his education and experience. Messrs. Coughlan and Cousens are independent, as the term is defined in section 803 of the NYSE American Company Guide.
Each audit committee member is able to read and understand fundamental financial statements.
ITEM 16B CODE OF ETHICS
The Company’s board of directors has adopted a Code of Ethics governing directors, officers, employees and contractors. The Code of Ethics sets forth written standards that are designed to deter wrongdoing and to promote:
(a) | honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; |
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(b) | full, fair, accurate, timely, and understandable disclosure in reports and documents that the Company files with, or submits to, securities regulators and in other public communications made by the Company; |
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(c) | compliance with applicable laws, rules and regulations; |
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(d) | the prompt internal reporting of violations of the Code of Ethics to an appropriate person or persons identified in the Code; and |
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(e) | accountability for adherence to the Code of Ethics. |
The board of directors adopted a new updated Code of Ethics subsequent to its March 31, 2026 year end on June 16, 2026 which continues to set forth the written standards above.
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The board of directors monitors compliance with the Code of Ethics by ensuring that all Company personnel have read and understood the Code of Ethics, and by charging management with bringing to the attention of the board of directors any issues that arise with respect to the Code of Ethics.
The Company’s original Code of Ethics was filed as Exhibit 11.1 of the Company’s Form 20-F filed on October 7, 2008. The Company’s new Code of Ethics is included as Exhibit [16.1] to this Form 20-F. The Company’s new Code of Ethics can be viewed at the Company’s website (www.amarcresources.com). The Company will also provide a copy of the new Code of Ethics to any person without charge, upon request. Requests can be sent by mail to: 14th floor, 1040 West Georgia Street, Vancouver, BC V6E 4H1 or on request of the Company at 604-684-6365, attention: Investor Relations Department.
During the most recently completed fiscal year, the Company has neither: (a) amended its Code of Ethics; nor (b) granted any waiver (including any implicit waiver) form any provision of its Code of Ethics.
ITEM 16C PRINCIPAL ACCOUNTANT FEES AND SERVICES
The following table discloses the aggregate fees billed for each of the last two fiscal years for professional services rendered by the Company’s audit firm, De Visser Gray LLP for various services.
Services: |
| Year ended March 31, 2026 | Year ended March 31, 2025 |
Audit Fees | Includes fees necessary to perform the annual audit and quarterly reviews of the Company’s financial statements. Audit Fees include fees for review of tax provisions and for accounting consultations on matters reflected in the financial statements. Audit Fees also include audit or other attest services required by legislation or regulation, such as comfort letters, consents, reviews of securities filings and statutory audits. | $35,0001 | $44,375 |
Audit-related Fees | Includes services that are traditionally performed by the auditor. These audit-related services include employee benefit audits, due diligence assistance, accounting consultations on proposed transactions, internal control reviews and audit or attest services not required by legislation or regulation. | Nil | Nil |
Tax Fees | Includes fees for all tax services other than those included in “Audit Fees” and “Audit-related Fees”. This category includes fees for tax compliance, tax planning and tax advice. Tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings or technical advice from tax authorities. | Nil | Nil |
All Other Fees | Includes all other non-audit services. | Nil | Nil |
Total |
| $35,000 | $44,375 |
(1) | Accrued. |
From time to time, management of the Company recommends to and requests approval from the audit committee for non-audit services to be provided by the Company’s auditors. The audit committee routinely considers such requests at committee meetings, and if acceptable to a majority of the audit committee members, pre-approves such non-audit services by a resolution authorizing management to engage the Company’s auditors for such non-audit services, with set maximum dollar amounts for each itemized service. During such deliberations, the audit committee assesses, among other factors, whether the services requested would be considered “prohibited services” as contemplated by the SEC, and whether the services requested and the fees related to such services could impair the independence of the auditors. No material non-audit services were provided by the Company’s auditors during the years presented in the above table.
ITEM 16D EXEMPTIONS FROM LISTING STANDARDS FOR AUDIT COMMITTEES
Not applicable.
| Table of Contents |
-82-
ITEM 16E PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
In the year ended March 31, 2026, the Company did not purchase any of its issued and outstanding Common Shares pursuant to any repurchase program or otherwise.
ITEM 16F CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
None.
ITEM 16G CORPORATE GOVERNANCE
Not applicable.
ITEM 16H MINE SAFETY DISCLOSURE
Not applicable.
ITEM 17 FINANCIAL STATEMENTS
Not applicable. See Item 18 – Financial Statements
ITEM 18 FINANCIAL STATEMENTS
The following are incorporated herein:
· | Report of the Company’s independent registered public accountants, De Visser Gray LLP, dated July 20, 2026; |
· | Statements of financial position as at March 31, 2026 and March 31, 2025; |
· | Statements of net loss and comprehensive loss for the years ended March 31, 2026, March 31, 2025, and March 31, 2024; |
· | Statements of changes in (deficiency) equity for the years ended March 31, 2026, March 31, 2025, and March 31, 2024; and |
· | Statements of cash flows for the years ended March 31, 2026, March 31, 2025, and March 31, 2024; |
· | Notes to annual financial statements. |
| Table of Contents |
AMARC RESOURCES LTD.
FINANCIAL STATEMENTS
FOR THE YEARS ENDED
MARCH 31, 2026, 2025 and 2024
(Expressed in Canadian Dollars)
| 1 | Page |
| Table of Contents |
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 financial statements of Amarc Resources Ltd. (the “Company”), which comprise the statements of financial position as at March 31, 2026 and 2025, and the statements of net loss and comprehensive loss, changes in (deficiency) equity and cash flows for each of the three years in the period ended March 31, 2026, and related notes and schedules (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, 2026 and 2025 and its financial performance and its cash flows for each of the three years in the period ended March 31, 2026, in conformity with IFRS Accounting 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 substantial 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.
| 2 | Page |
| Table of Contents |
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.
July 20, 2026
| 3 | Page |
| Table of Contents |
Amarc Resources Ltd. |
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Statements of Financial Position |
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(Expressed in Canadian Dollars) |
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| As at March 31, 2026 |
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ASSETS |
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Current assets |
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Cash |
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Amounts receivable and other assets |
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Marketable securities |
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Non-current assets |
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Investment in Aurora Minerals Ltd. |
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Restricted cash |
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Right-of-use asset |
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Total assets |
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LIABILITIES AND SHAREHOLDERS’ EQUITY |
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Current liabilities |
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Accounts payable and accrued liabilities |
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Advanced contributions received |
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Balances due to related parties |
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Director’s loan |
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Lease liability |
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Non-current liabilities |
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Lease liability |
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Total liabilities |
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Shareholders’ equity (deficiency) |
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Share capital |
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Reserves |
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| 11 |
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Accumulated deficit |
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Total liabilities and shareholders’ equity |
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Nature of operations and going concern (note 1)
Events after the reporting period (note 17)
The accompanying notes are an integral part of these financial statements.
/s/ Robert A. Dickinson | /s/ Scott D. Cousens | |
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Robert A. Dickinson | Scott D. Cousens | |
Director | Director |
| 4 | Page |
| Table of Contents |
Amarc Resources Ltd. Statements of Net Loss and Comprehensive Loss (Expressed in Canadian Dollars, except for weighted average number of common shares) |
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Expenses |
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Exploration and evaluation |
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| 7,13 |
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Administration |
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Legal, accounting and audit |
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Office and administration |
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Rent |
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Shareholder communication |
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Travel and accommodation |
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Trust and regulatory |
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Equity-settled share-based compensation |
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Cost recoveries |
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| 7 |
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Other items |
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Finance income |
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Interest expense – director’s loans |
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| 10 |
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Accretion expense - office lease |
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Interest and penalties |
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Other fee income |
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| 8 |
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Amortization of right-of-use asset |
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Transaction cost – director’s loans |
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| 10 |
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Flow through premium recovery |
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Foreign exchange loss |
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Net loss |
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Other comprehensive loss |
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Items that will not be reclassified subsequently to loss (income): |
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Change in value of marketable securities |
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Total other comprehensive loss |
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Basic and diluted loss per share |
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Weighted average number of common |
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shares outstanding |
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The accompanying notes are integral part of these financial statements
| 5 | Page |
| Table of Contents |
Amarc Resources Ltd. Statements of Changes in (Deficiency) Equity (Expressed in Canadian Dollars, except for share information) |
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| Deficit |
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| Total |
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Balance at April 1, 2023 |
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Net loss for the year |
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Other comprehensive loss for the year |
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Total comprehensive loss |
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Issuance of common shares pursuant to property agreement |
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Issuance of common shares pursuant to non-flow-through private placement |
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Issuance of common shares pursuant to a flow-through private placement |
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Flow-through share premium liability |
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Equity-settled share-based compensation |
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Balance at March 31, 2024 |
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Balance at April 1, 2024 |
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Net loss for the year |
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Other comprehensive loss for the year |
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| – |
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Total comprehensive loss |
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| – |
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Issuance of common shares pursuant to property agreement |
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Shares issued through exercise of options |
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Fair value reversal of options exercised |
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Fair value reversal of warrants exercised |
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| – |
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Shares issued through exercise of warrants |
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Equity-settled share-based compensation |
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| – |
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Balance at March 31, 2025 |
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Balance at April 1, 2025 |
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Net loss for the year |
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| – |
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Other comprehensive loss for the year |
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| – |
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Total comprehensive loss |
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| – |
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Issuance of common shares pursuant to property agreement |
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Shares issued through exercise of options |
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Fair value reversal of options exercised |
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| – |
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Equity-settled share-based compensation |
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| – |
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Balance at March 31, 2026 |
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| ( | ) |
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| ( | ) |
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| ( | ) | ||||
The accompanying notes are integral part of these financial statements.
| 6 | Page |
| Table of Contents |
Amarc Resources Ltd. Statements of Cash Flows (Expressed in Canadian Dollars) |
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| Years ended March 31 |
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| Note |
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| 2026 |
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| 2025 |
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| 2024 |
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| ($) |
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| ($) |
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| ($) |
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Operating activities |
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Net loss for the year |
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| ( | ) |
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| ( | ) |
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| ( | ) | |
Adjustments for: |
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Amortization of right-of-use asset |
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| 14 |
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Equity-settled share-based compensation |
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| |||
Flow through premium recovery |
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| ( | ) |
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Office lease accretion per IFRS 16 |
|
| 14 |
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Office base rent recorded as lease reduction per IFRS 16 |
|
| 14 |
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| ( | ) |
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| ( | ) |
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| ( | ) |
Property acquisition and assessments costs |
|
| 7(b) |
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Interest expense – director’s loans |
|
| 10 |
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Transaction cost – director’s loans |
|
| 10 |
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Changes in working capital items |
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Amounts receivable and other assets |
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| ( | ) |
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Restricted cash |
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Accounts payable and accrued liabilities |
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| ( | ) |
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| ( | ) | |
Advanced contributions received |
|
| 7(c),8 |
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| ( | ) |
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| ( | ) |
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| ||
Balances due to related parties |
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Net cash provided by (used in) operating activities |
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| ( | ) |
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Financing activities |
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Net proceeds from issuance of common shares pursuant to a private placement |
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| |||
Payment for director’s loan interest |
|
| 10 |
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| ( | ) |
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| ( | ) |
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| ( | ) |
Proceeds from exercise of share purchase warrants |
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| 11(a) |
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Proceeds from option exercise |
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| 11(a) |
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Net cash provided by financing activities |
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Net increase (decrease) in cash |
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| ( | ) |
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Cash, beginning balance |
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Cash, ending balance |
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The accompanying notes are an integral part of these financial statements.
| 7 | Page |
| Table of Contents |
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, 2026 (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, 2026, the Company had cash of $
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 POLICIES
The principal accounting policies applied in the preparation of these Financial Statements are described below. These policies have been consistently applied for all years presented, unless otherwise stated.
(a) Statement of compliance
These Financial Statements have been prepared in accordance with IFRS Accounting Standards (“IFRS”), as issued by the International Accounting Standards Board.
Board of Directors of the Company authorized these Financial Statements for issuance on July 20, 2026.
(b) Basis of presentation and measurement
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.
| 8 | Page |
| Table of Contents |
These Financial Statements are presented in Canadian dollars (“CAD”), which is also the Company’s functional currency. At the transaction date, each asset, liability, revenue and expense denominated in a foreign currency is translated into CAD using the exchange rate in effect at that date. At the period-end date, unsettled monetary assets and liabilities are translated into CAD using the exchange rate in effect at the period-end date and the related translation differences are recognized in net income or loss.
(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; and |
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| · | Exploration and evaluation expenses and related cost recoveries. |
(d) 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, |
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|
|
| · | 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, |
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|
|
| · | its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. |
| 9 | Page |
| Table of Contents |
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.
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 assets | Classification |
Cash | |
Marketable securities | |
Restricted cash | |
Amounts receivable and other assets | |
|
|
Financial Liabilities | Classification |
Accounts payable and accrued liabilities | |
Balance due to related parties | |
Director’s loan |
(e) 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; |
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|
|
| · | costs associated with the acquisition of exploration and evaluation of assets, including mineral properties; and |
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|
|
| · | 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.
| 10 | Page |
| Table of Contents |
(f) 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.
(g) 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.
(h) 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.
(i) 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.
| 11 | Page |
| Table of Contents |
The following temporary differences are not provided for:
| · | goodwill not deductible for tax purposes; |
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|
|
| · | the initial recognition of assets or liabilities that affect neither accounting nor taxable profit; and |
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|
|
| · | 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.
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.
(j) 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.
(k) Operating segments
(l) 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, which may occur within a three-year look-back period. It is not possible to predict the occurrence or outcome of such actions in advance.
| 12 | Page |
| Table of Contents |
(m) Leases
All leases are accounted for by recognizing a right-of-use asset and a lease liability except for:
| · | Leases of low value assets; and |
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| · | 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; |
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| · | The exercise price of any purchase option granted if it is reasonable certain to assess that option; and |
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| · | 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; |
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| · | Initial direct costs incurred; and |
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| · | 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.
(n) Joint Arrangements
The Company conducts exploration work jointly with other parties in joint ventures and other related legal entities in circumstances where neither party can be said to authoritatively control the entity. Such arrangements are considered, for accounting purposes, to be joint ventures when a separate legal entity exists and where the Company’s investment is substantially related only to the net assets of that entity. The Company’s interests in a joint venture are accounted for on the equity basis, reflective of the Company’s net investment at cost plus the Company’s proportionate share of the entity’s subsequent income, less its share of any losses incurred. Losses are not typically recognized to the extent that doing so would create a negative balance relative to the Company’s net investment.
| 13 | Page |
| Table of Contents |
Arrangements with other parties which are not typically conducted through separate legal entities are classified are joint operations and consolidated within the Company’s financial statements on a line-by-line basis and reflective of the Company’s proportionate interest in such activities.
(o) New and amended IFRS Accounting Standards pronouncements
IFRS 18 Presentation and Disclosures in Financial Statements
On April 9, 2024, the IASB issued IFRS 18 Presentation and Disclosures in Financial Statements. The objective of the new standard is to set out requirements for the presentation and disclosure of information in general purpose financial statements to help ensure they provide relevant information that faithfully represents an entity’s assets, liabilities, equity, income and expenses. The new standard is effective for reporting periods beginning on or after January 1, 2027. Management is currently assessing the impact of the new standard on the Company’s interim and annual financial statements.
Amendments to IFRS 9 and IFRS 7
On May 30, 2024, the IASB issued amendments to the classification and measurement of financial instruments to address matters identified during the post-implementation review of the classification and measurement requirements of IFRS 9. The IASB clarified the recognition and derecognition date of certain financial assets and liabilities, and amended the requirements related to settling financial liabilities using an electronic payment system. It also clarified how to assess the contractual cash flow characteristics of financial assets in determining whether they meet the solely payments of principal and interest criterion, including financial assets that have environmental, social and corporate governance-linked features and other similar contingent features. The IASB added disclosure requirements for financial instruments with contingent features that do not relate directly to basic lending risks and costs, and amended disclosures relating to equity instruments designated at fair value through other comprehensive income. The amendments are effective for reporting periods beginning on or after January 1, 2026. Management is currently assessing the impact of the new standard on the Company’s interim and annual financial statements.
3. CASH
The Company’s cash is invested in business accounts, which are available on demand by the Company. The cash balance at March 31, 2026 included $
4. MARKETABLE SECURITIES
As at March 31, 2026, the fair value of its current holdings was $
| 14 | Page |
| Table of Contents |
As at March 31, 2026, the Company held the following marketable securities:
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| Shares Held |
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| Cost |
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| Fair Value At March 31, 2026 |
|
| Fair Value At March 31, 2025 |
|
| Change in Fair Value |
| |||||
Company |
| (#) |
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| ($) |
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| ($) |
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| ($) |
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| ($) |
| |||||
Carlyle Commodities Corp - Shares |
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| ( | ) | ||||
Other |
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| ( | ) | ||||
Total |
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| ( | ) | ||||
5. RESTRICTED CASH
Restricted cash represents amounts held in support of exploration permits. The amounts are refundable subject to the consent of provincial regulatory authorities upon completion of any required reclamation work on the related projects.
The following tables summarize the restricted cash held by project:
|
| March 31, 2026 |
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| March 31, 2025 |
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| ($) |
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| ($) |
| ||
IKE |
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DUKE |
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JOY |
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Other |
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6. AMOUNTS RECEIVABLE AND OTHER ASSETS
|
| March 31, 2026 |
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| March 31, 2025 |
| ||
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| ($) |
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| ($) |
| ||
Sales tax refundable |
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Prepaid |
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7. EXPLORATION AND EVALUATION EXPENSES AND COST RECOVERIES
During the year ended March 31, 2026, the Company incurred $
| 15 | Page |
| Table of Contents |
|
| IKE |
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| JOY (1) |
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| DUKE |
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| OTHER |
|
| TOTAL |
| |||||
Year ended March 31, 2026 |
| ($) |
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| ($) |
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| ($) |
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| ($) |
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| ($) |
| |||||
Assays and analysis |
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Drilling |
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Environmental |
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Equipment rental |
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| |||||
Freight |
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Geological, including geophysical |
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Graphics |
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Helicopter and fuel |
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| |||||
Operations support |
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| |||||
Property acquisition and assessments costs |
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| |||||
Socioeconomic |
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| |||||
Technical data |
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Travel and accommodation |
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| |||||
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| IKE |
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| JOY |
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| DUKE |
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| OTHER |
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| TOTAL |
| |||||
Year ended March 31, 2025 |
| ($) |
|
| ($) |
|
| ($) |
|
| ($) |
|
| ($) |
| |||||
Assays and analysis |
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| |||||
Drilling |
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Environmental |
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Equipment rental |
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Freight |
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Geological, including geophysical |
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Graphics |
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Helicopter and fuel |
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Operations support |
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Property acquisition and assessments costs |
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Socioeconomic |
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Technical data |
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Travel and accommodation |
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| (1) | Includes expenses incurred to the date the JOY District mineral rights and title were transferred to Aurora Minerals Ltd. upon the establishment of the JOY District joint venture with Freeport (note 8). All exploration costs incurred on the JOY District subsequent to August 20, 2025 have been recorded in Aurora Minerals Ltd. and are not presented here. |
Below is a summary of the Company’s major exploration property interests, together with the material property transactions.
(a) IKE District
The IKE District is subject to the following royalties:
| · | A |
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| · | A |
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| · | The entire IKE District is subject to a |
| 16 | Page |
| Table of Contents |
(b) JOY District (note 8)
The JOY District is comprised of: the AuRORA Au-Cu-Ag Deposit, PINE Au-Cu Deposit, and the TWINs and CANYON Au-Cu Discoveries together with Paula Property, JOY Property, Brenda Property and PIL Property.
In November 2019, the Company entered into a purchase agreement with two prospectors to acquire
In December 2019, as per the amended PINE Property purchase agreement between Amarc and Gold Fields Toodoggone Exploration Corp. (“GFTEC”), the Company completed its acquisition of the PINE property by issuing to GFTEC
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
On February 5, 2025, the Company entered into a mineral property option agreement to
| 17 | Page |
| Table of Contents |
During the year ended March 31, 2026, the Company recorded cost recoveries of $
The JOY District is subject to the following NSR royalties:
| · | On November 21, 2017, |
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| · | The PINE Property is subject to a |
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| · | |
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| · | The Paula claim is subject to a |
(c) DUKE District
In November 2016, the Company agreed to acquire a
On July 7, 2023, the Company entered into a mineral property option agreement with an arms-length third party optionor to acquire a
DUKE District Agreement with Boliden
On November 22, 2022, the Company announced that it had entered into a Mineral Property Earn-in Agreement (the “EIA”) with Boliden Mineral Canada Ltd. (“Boliden”), a wholly-owned subsidiary of the Boliden Group. Under the terms of the EIA, Boliden has a two-staged option to earn up to a
The Company initially records the amounts of contributions received or receivable from Boliden pursuant to the EIA as a liability (advanced contributions received) in the statements of financial position, and subsequently recognized amounts as cost recoveries in the statements of net loss and comprehensive loss as the Company incurs the related expenditures. As at March 31, 2026, the Company recorded advanced contributions balance of $
During the year ended March 31, 2026, the Company recorded cost recoveries of $
| 18 | Page |
| Table of Contents |
(d) Other property transactions
On May 16, 2022, the Company entered into a mineral claims option agreement with an arms-length third party optionor to acquire a
To acquire its interest, the Company paid $
8. JOINT VENTURE CORPORATION – AURORA MINERALS LTD.
On August 20, 2025, the Company and Freeport formed a private joint venture corporation, AuRORA Minerals to operate the JOY District (note 7(b)). AuRORA Minerals holds the JOY District mineral rights and titles with Freeport owning
AuRORA Minerals was formed by the initial contribution of each of Amarc and Freeport of their respective 40% and 60% interests in the JOY District in consideration for the same percentage of common shares in the equity of AuRORA Minerals.
The transfer of such non-monetary consideration in exchange for the joint venture equity interest was considered to lack commercial substance and accordingly no gain or loss was recorded by the Company.
Subsequent to the establishment of AuRORA Minerals,
During the year ended March 31, 2026, Amarc provided, as contractor, $
The Company’s interest in AuRORA Minerals is accounted for using the equity accounting method on the basis that it retains significant influence over its operations. Amarc reports the carrying value of its investment in AuRORA Minerals at a nominal value of $
|
| March 31, 2026 |
|
| March 31, 2025 |
| ||
Current assets |
| $ |
|
|
| N/A |
| |
Non-current assets |
| $ | nil |
|
|
| N/A |
|
Current liabilities |
| $ |
|
|
| N/A |
| |
Expenses |
| $ |
|
|
| N/A |
| |
Net loss |
| $ |
|
|
| N/A |
| |
As at March 31, 2026, the Company has a liability for advanced contributions received of $
| 19 | Page |
| Table of Contents |
9. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
|
| March 31, 2026 |
|
| March 31, 2025 |
| ||
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| ($) |
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| ($) |
| ||
Accounts payable |
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Accrued liabilities |
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Total |
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10. 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
The continuity of the Loan balance is as follows:
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| Total |
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| ($) |
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Balance, March 31, 2024 |
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Amortization of transaction costs |
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Balance, March 31, 2025 |
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Interest expense |
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Amortization of transaction costs |
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Cash interest paid |
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| ( | ) |
Closing balance, March 31, 2026 |
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Current portion |
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Non-current portion |
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Finance expenses |
| Years ended March 31, |
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| 2025 |
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| ($) |
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Interest on loan |
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Amortization of transaction costs |
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Total |
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| 20 | Page |
| Table of Contents |
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 September 5, 2024,
During the year ended March 31, 2025,
During the year ended March 31, 2025,
During the year ended March 31, 2026,
On August 21, 2025, the Company issued
As at March 31, 2026, the number of total issued and outstanding common shares is
(b) Share purchase options
The following summarizes changes in the Company’s share purchase options:
|
| March 31, 2026 |
|
| March 31, 2025 |
| ||||||||||
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| Weighted Average Exercise Price |
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| Number of Options |
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| Weighted Average Exercise Price |
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| Number of Options |
| ||||
Beginning balance |
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Cancelled |
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Exercised |
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Expired |
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Granted |
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The following summarizes information on the options outstanding and exercisable as at March 31, 2026:
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| Weighted Average Remaining Contractual |
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| Number of Options |
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| ||||
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| 11-Apr-26 |
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| 22-Mar-29 |
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| 22-Mar-27 |
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| 4-Feb-30 |
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| 27-Jun-30 |
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| 9-Jul-27 |
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| 25-Feb-31 |
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During the year ended March 31, 2026, the Company granted
| 21 | Page |
| Table of Contents |
The Company uses the Black-Scholes option pricing model to estimate the fair value for all stock-based compensation. The expected volatility assumption inherent in the pricing model is based on the historical volatility of the Company’s shares over a term equal to the expected term of the options granted. The weighted average assumptions used in the option pricing model and the resulting weighted average fair values per option for the options granted during the year ended March 31, 2026 and 2025 were as follows:
|
| March 31, 2026 |
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| March 31, 2025 |
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Risk-free rate: |
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Expected life: |
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Expected volatility: |
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Expected dividends: |
| Nil |
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| Nil |
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Weighted average fair value per option: |
| $0.821 |
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| $0.576 |
|
(c) Share purchase warrants
The following summarizes changes in the Company’s share purchase warrants:
|
| March 31, 2026 |
|
| March 31, 2025 |
| ||||||||||
|
| Weighted Average Exercise Price |
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| Number of Warrants |
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| Weighted Average Exercise Price |
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| Number of Warrants |
| ||||
Beginning balance |
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Exercised |
| NA |
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| ( | ) | ||
Ending balance |
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The following summarizes information on the warrants outstanding as at March 31, 2026:
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| Weighted Average |
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| Remaining Contractual |
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| Warrants |
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Exercise price |
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| Expiry date |
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| Outstanding |
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$ |
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| 1-Dec-28 |
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12. RELATED PARTY TRANSACTIONS
|
| March 31, 2026 |
|
| March 31, 2025 |
| ||
Balances due to related parties |
| ($) |
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| ($) |
| ||
Hunter Dickinson Services Inc. |
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United Mineral Services Ltd. |
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High Hills Consulting Ltd. (CFO fees) |
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Diane Nicolson (expenses reimbursement) |
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Thomas Wilson (former-CFO fees) |
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Total |
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(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 and officers of the Company.
During the year ended March 31, 2026, 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)).
| 22 | Page |
| Table of Contents |
During the year ended March 31, 2026, the Company recorded equity settled share-based compensation expense of $
During the year ended March 31, 2026, the Company incurred fees totaling $
(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 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 and as available from HDSI (the “Services Agreement”).
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 periods:
|
| Years ended March 31, |
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|
|
| ||||||
|
| 2026 |
|
| 2025 |
|
| 2024 |
| |||
(rounded to the nearest thousand CAD) |
| ($) |
|
| ($) |
|
| ($) |
| |||
Services received from HDSI and as requested by the Company |
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Information technology – infrastructure and support services |
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Office rent |
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Reimbursement, at cost, of third-party expenses |
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incurred by HDSI on behalf of the Company |
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Total |
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| |||
| 23 | Page |
| Table of Contents |
(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, 2026, the Company incurred $
13. SUPPLEMENTARY INFORMATION TO THE STATEMENTS OF NET LOSS AND COMPREHENSIVE 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, |
| |||||||||
|
| 2026(1) |
|
| 2025(1) |
|
| 2024(1) |
| |||
Salaries, fees and benefits |
| ($) |
|
| ($) |
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| ($) |
| |||
Exploration and evaluation expenses |
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Administration expenses (2) |
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| (1) | rounded to the nearest whole thousand. |
| (2) | includes salaries and benefits included in office and administration expenses (note 13(b)) and other salaries and benefits expenses classified as administration expenses. |
(b) Office and administration expenses
Office and administration expenses include the following:
|
| Years ended March 31, |
| |||||||||
|
| 2026(1) |
|
| 2025(1) |
|
| 2024(1) |
| |||
|
| ($) |
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| ($) |
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| ($) |
| |||
Salaries and Benefits |
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Data processing and retention |
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Insurance |
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Other office expenses |
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| (1) | rounded to the nearest whole thousand. |
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. On May 1, 2026, the lease agreement was renewed for another 5-year term expiring on April 30, 2031.
Right-of-use asset
A summary of the changes in the right-of-use asset for the twelve months ended March 31, 2026 is as follows:
Right-of-use-asset |
| ($) |
| |
Balance at March 31, 2024 |
|
|
| |
Amortization |
|
| ( | ) |
Balance at March 31, 2025 |
|
|
| |
Amortization |
|
| ( | ) |
Balance at March 31, 2026 |
|
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| 24 | Page |
| Table of Contents |
Lease liability
On May 1, 2021, the Company entered into the lease agreement, which resulted in the lease liability of $
A summary of changes in the lease liability during the year ended March 31, 2026 are as follows:
Lease liability |
| ($) |
| |
Balance at March 31, 2025 |
|
|
| |
Lease payment – base rent portion |
|
| ( | ) |
Lease liability – accretion expense |
|
|
| |
Balance at March 31, 2026 |
|
|
| |
Current portion |
|
|
| |
Long-term portion |
|
|
| |
The following is a schedule of the Company’s future lease payments (base rent portion) under the lease obligations:
Future lease payments (base rent portion only) |
| ($) |
| |
Fiscal 2027 (April 1, 2026 to April 29, 2027) |
|
|
| |
Total undiscounted lease payments |
|
|
| |
Less: imputed interest |
|
|
| |
Lease liability as at March 31, 2026 |
|
|
| |
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.
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, 2026.
(b) Carrying amounts and fair values of financial instruments
Fair value
IFRS 7 Financial Instruments: Disclosures establishes a fair value hierarchy for financial instruments measured at fair value. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The three levels of the fair value hierarchy are as follows:
Level 1 ‐ applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2 ‐ applies to assets or liabilities for which there are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly such as quoted prices for similar assets or liabilities in active markets or indirectly such as quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions.
Level 3 ‐ applies to assets or liabilities for which there are unobservable market data.
| 25 | Page |
| Table of Contents |
The Company’s recorded amounts of cash, amounts receivable, accounts payable and other liabilities approximate their respective fair values due to their short‐term nature. The carrying value of the restricted cash approximates its fair value, as it is cash-based. The Company’s marketable securities are carried at fair value based on quoted prices in active markets (level 1).
As at March 31, 2026, 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.
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. In the management of liquidity risk, the Company maintains a balance between continuity of funding and the flexibility through the use of borrowings. Management closely monitors the liquidity position and expects to have adequate sources of funding to finance the Company’s projects and operations. The directors of the Company are of the opinion that, taking into account the Company’s cash reserves and external financial resources, the Company has sufficient working capital for its current obligations.
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, 2026, the Company’s exposure to interest rate risk was nominal.
| 26 | Page |
| Table of Contents |
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, 2026, 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, 2026, the Company has unused non-capital loss carry forwards of approximately $
At March 31, 2026, the Company has resource tax pools of approximately $
(c) Reconciliation of effective tax rate
|
| March 31, |
|
| March 31, |
| ||
|
| 2026 |
|
| 2025 |
| ||
|
|
|
|
|
|
| ||
Net income (loss) for the year |
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Total income tax expense |
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Net income (loss) excluding income tax |
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Income tax expense (recovery) using the Company’s tax rate |
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Non-deductible expenses and other |
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Temporary difference booked to reserve |
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Deferred income tax assets not recognized |
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| – |
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| – |
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(d) Deductible temporary differences
At March 31, 2026, the Company had the following deductible temporary differences for which no deferred tax asset was recognized:
Expiry |
| Tax Losses (Capital) |
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| Tax Losses |
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| Resource Pools |
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Within one year |
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One to five years |
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After five years |
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No expiry date |
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17. EVENTS AFTER THE REPORTING PERIOD
(a) Exercise of Options
Subsequent to the year ended on March 31, 2026, the following options were exercised:
(b) Joint Venture Agreement with Boliden
Subsequent to the year ended on March 31, 2026, Amarc and Boliden signed a joint venture agreement to jointly operate the DUKE JV (note 7(c)).
| 27 | Page |
| Table of Contents |
-83-
ITEM 19 EXHIBITS
The following Exhibits have been filed with the Company’s Annual Report on Form 20-F in previous years:
Exhibit Number |
| Description of Exhibit |
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4.1 |
| Corporate Services Agreement between Amarc Resources Ltd. and Hunter Dickinson Services Inc. dated June 1, 2008 as superseded by the Services Agreement dated July 2, 2010. (2) |
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| Share Option Plan of Amarc Resources Ltd. dated for reference February 6, 2024, as amended (3) |
______________
(1) | Incorporated by reference to the Company’s Annual Report on Form 20-F for the year ended March 31, 2010, filed with the Securities and Exchange Commission on September 30, 2010. |
(2) | Incorporated by reference to the Company’s Annual Report on Form 20-F for the year ended March 31, 2008, filed with the Securities and Exchange Commission on October 7, 2008. |
(3) | Incorporated by reference to the Company’s Annual Report on Form 20-F for the year ended March 31, 2024, filed with the Securities and Exchange Commission on July 31, 2024. |
The following exhibits are included with this Annual Report on Form 20-F:
Exhibit Number |
| Description of Exhibit |
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___________
(1) | Newly adopted on June 16, 2026, subsequent to the March 31, 2026 year end. |
| Table of Contents |
-84-
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.
| AMARC RESOURCES LTD. | |
| /s/ Carol Li | |
| Chief Financial Officer | |
DATED: July 23, 2026 |
|
EXHIBIT 4.3
EXHIBIT 12.1
SARBANES-OXLEY CEO CERTIFICATION
I, Diane S. Nicolson, Chief Executive Officer of Amarc Resources Ltd., certify that:
| 1. | I have reviewed this Annual Report on Form 20-F of Amarc Resources Ltd.; | |
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| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
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| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report; | |
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| 4. | The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have: | |
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| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
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| (b)
| Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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| (c) | Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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| (d) | Disclosed in this report any change in the issuer's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer's internal control over financial reporting; and |
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| 5. | The issuer’s other certifying officer and I have disclosed, based on our most recent evaluation of the internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’s board of directors (or persons performing the equivalent functions): | |
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| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and |
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| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting. |
| Date: | July 23, 2026 |
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| /s/ Diane S. Nicolson |
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| By: | Diane S. Nicolson |
|
| Title: | Chief Executive Officer |
|
EXHIBIT 12.2
SARBANES-OXLEY CEO CERTIFICATION
I, Carol Li, Chief Financial Officer of Amarc Resources Ltd., certify that:
| 1. | I have reviewed this Annual Report on Form 20-F of Amarc Resources Ltd.; | |
|
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|
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
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| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report; | |
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|
| 4. | The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have: | |
|
|
|
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| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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| (c) | Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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| (d) | Disclosed in this report any change in the issuer's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer's internal control over financial reporting; and |
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| 5. | The issuer’s other certifying officer and I have disclosed, based on our most recent evaluation of the internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’s board of directors (or persons performing the equivalent functions): | |
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| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and |
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| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting. |
| Date: | July 23, 2026 |
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| /s/ Carol Li |
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| By: | Carol Li |
|
| Title: | Chief Financial Officer |
|
EXHIBIT 13.1
CERTIFICATION OF
CHIEF EXECUTIVE OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Diane S. Nicolson, Chief Executive Officer of Amarc Resources Ltd. (the “Company”), hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
|
| (i) | the Annual Report on Form 20-F of the Company for the fiscal year ended March 31, 2026 (the “Annual Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
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| (ii) | the information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Date: | July 23, 2026 |
|
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|
| | /s/ Diane S. Nicolson |
|
| By: | Diane S. Nicolson |
|
| Title: | Chief Executive Officer |
|
This written statement is being furnished to the Securities and Exchange Commission as an exhibit to the Company’s Annual Report on Form 20-F. A signed original of this statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
This certification accompanies this Annual Report on Form 20-F pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.
EXHIBIT 13.2
CERTIFICATION OF
CHIEF FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Carol Li, Chief Financial Officer of Amarc Resources Ltd. (the "Company"), hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
|
| (i) | the Annual Report on Form 20-F of the Company for the fiscal year ended March 31, 2026 (the "Annual Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
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| (ii) | the information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Date: | July 23, 2026 |
|
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|
|
|
| /s/ Carol Li |
| |
| By: | Carol Li |
|
| Title: | Chief Financial Officer |
|
This written statement is being furnished to the Securities and Exchange Commission as an exhibit to the Company's Annual Report on Form 20-F. A signed original of this statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
This certification accompanies this Annual Report on Form 20-F pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.
EXHIBIT 16.1
