EX-99.2 3 exhibit99-2.htm MD&A FOR THE THREE MONTHS ENDED JUNE 30, 2005 Filed by Automated Filing Services Inc. (604) 609-0244 - Amarc Resources Ltd. - Exhibit 99.2

 

AMARC RESOURCES LTD.
THREE MONTHS ENDED JUNE 30, 2005
 
MANAGEMENT'S DISCUSSION AND ANALYSIS
 

1.1 Date 2
     
1.2 Overview 2
     
    Buck Property 2
    RAD Property 3
    Nechako Gold Project (formerly “Bob and JMD Properties”) 3
    GBR Property 4
    Spius Property 4
    Witch Properties 5
    Natlan Property 5
    Cariboo Properties 6
    Rockwell Agreement 7
    Other Properties 8
    Market Trends 8
       
1.3 Selected Annual Information 9
     
1.4 Summary of Quarterly Results 10
     
1.5 Results of Operations 11
     
1.6 Liquidity 12
     
1.7 Capital Resources 13
     
1.8 Off-Balance Sheet Arrangements 13
     
1.9 Transactions with Related Parties 13
     
1.10 Fourth Quarter 13
     
1.11 Proposed Transactions 13
     
1.12 Critical Accounting Estimates 13
     
1.13 Changes in Accounting Policies including Initial Adoption 14
     
1.14 Financial Instruments and Other Instruments 14
     
1.15 Other MD&A Requirements 14
     
1.15.1 Additional Disclosure for Venture Issuers without Significant Revenue 14
     
1.15.2 Disclosure of Outstanding Share Data 15

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AMARC RESOURCES LTD.
THREE MONTHS ENDED JUNE 30, 2005
 
MANAGEMENT'S DISCUSSION AND ANALYSIS
 

1.1         Date

This Management Discussion and Analysis ("MD&A") should be read in conjunction with the unaudited financial statements of Amarc Resources Ltd. ("Amarc", or the "Company") for the three months ended June 30, 2005.

This MD&A is prepared as of August 15, 2005. All dollar figures stated herein are expressed in Canadian dollars, unless otherwise specified.

This discussion includes certain statements that may be deemed "forward-looking statements". All statements in this discussion, other than statements of historical facts, that address future production, reserve potential, exploration drilling, exploitation activities and events or developments that the Company expects 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. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, exploitation and exploration successes, 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.

1.2          Overview

In early fiscal 2004, the Company assembled a capable and experienced mineral exploration team to focus its efforts toward making major new mineral deposit discoveries in British Columbia. This team continues to actively evaluate potential targets in order to acquire a portfolio of key projects, and to plan and implement field surveys, including drilling, of high priority targets.

Property Activities

Buck Property

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

In July 2004, the Company reached an agreement with Chatworth Resources Inc. (“Chatworth”, then GMD Resource Corp.), pursuant to which Chatworth can earn a 50% interest in the Buck claims by (i) issuing 100,000 units comprised of 100,000 common shares of Chatworth at a deemed price of $0.05 per share, and 100,000 two-year share purchase warrants exercisable at $0.10 per share in the first year and $0.15 per share in the second year, and (ii) incurring exploration expenditures totaling $500,000 over five years, with a minimum annual expenditure of $100,000.

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

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AMARC RESOURCES LTD.
THREE MONTHS ENDED JUNE 30, 2005
 
MANAGEMENT'S DISCUSSION AND ANALYSIS
 

consolidation. The fair value of the Chatworth warrants was estimated on the TSX acceptance date at $5,000 and has been credited against the acquisition cost of the property.

Additional work is planned by Chatworth during calendar 2005.

RAD Property

In January 2004, the Company entered into agreements to acquire 100% interests in the RAD property.

The 2,000 hectare RAD property, located 250 kilometers west of Williams Lake, was acquired from United Mineral Services Ltd., a private company owned by a director of the Company, by reimbursing the staking cost. The geology of the project area comprises Jurassic tuffs and volcanic breccia, Upper Cretaceous andesites and basaltic breccias, and overlying Tertiary basalts and andesites. A geologic reconnaissance performed in 2004 confirmed that a historic induced polarization survey had adequately covered the target area and, consequently, no further exploration is planned at this time.

The Company continues to maintain the property in good standing.

Sitka Property

In January 2004, the Company entered into agreements to acquire 100% interests in the Sitka property.

The 1,275 hectare Sitka Gold property ("Sitka"), located 30 kilometers northeast of Port Hardy, was acquired by paying $20,000 in cash and issuing 80,000 shares of the Company to an arm's length party. The property contains structurally controlled gold bearing quartz veins hosted by a Devonian to Jurassic rocks, enclosed in roof pendant in the Jurassic to Cretaceous Coast Plutonic Complex. The property is presently being held on assessment credits.

The Company continues to maintain the property in good standing.

Nechako Gold Project (formerly “Bob and JMD Properties”)

In January 2004, the Company entered into agreements to acquire a 100% interest in the Nechako mineral properties. The 1,300 hectare Nechako properties, located 80 kilometers west of Quesnel, were acquired by issuing a total of 200,000 shares of the Company to two arm's length parties. Of these 200,000 shares, 50,000 were not due to be issued until the Company reached a third party joint venture agreement or completed a total of $250,000 in exploration expenditures.

In November 2004, the Company signed an option agreement whereby Endurance Gold Corporation (“Endurance Gold”), an arm's length private company, can acquire a 60% interest in the properties by issuing to the Company 250,000 shares in Endurance Gold, and by incurring $250,000 in exploration work over the next three years. The agreement is conditional upon Endurance Gold becoming a publicly-listed company, which Endurance Gold fulfilled on July 27, 2005 when it listed on the TSX Venture Exchange.

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AMARC RESOURCES LTD.
THREE MONTHS ENDED JUNE 30, 2005
 
MANAGEMENT'S DISCUSSION AND ANALYSIS
 

At the end of the option period, the Company and Endurance Gold may enter into a joint venture to develop the property with the Company owning 40% and Endurance Gold owning 60%. The two arm's length parties from whom the property was acquired waived their right to the 50,000 shares of the Company referred to above.

In January 2005, Endurance Gold staked an additional 2,047 hectares of mineral claims within the area of common interest surrounding the property. This will form part of the property and be subject to the terms of the agreement with Endurance Gold.

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

Additional work is planned by Endurance Gold during calendar 2005.

GBR Property

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

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

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

Spius Property

In June 2004, Amarc entered into an option agreement with two arm's length parties to acquire a 100% interest in the 1,000 hectare Spius gold-copper porphyry property, located near Merritt. The Company could have acquired an interest in the Spius property by making staged cash payments totaling $35,000 and issuing 80,000 common shares over three years, of which 10,000 shares were issued. The property was also subject to a 2% NSR that the Company, at its option, could have purchased for $2 million.

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AMARC RESOURCES LTD.
THREE MONTHS ENDED JUNE 30, 2005
 
MANAGEMENT'S DISCUSSION AND ANALYSIS
 

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

In July 2005, subsequent to the end of the period, the Company terminated the Spius agreement and has no further interest in the property.

Witch Properties

In September 2004, the Company acquired a 100% interest in the Witch porphyry gold-copper property for a cash payment of $10,000. The property comprises approximately 4,600 hectares and is located in the Witch Lake/Chuchi Lake region, approximately 80 kilometers north-northwest of Fort St. James. Amarc added to the property by staking an additional 1,750 hectares in four claims.

Exploration work performed by previous owners includes soil sampling, magnetometer surveys, induced polarization surveys, trenching and mapping. Several anomalous areas were outlined, some of which had received historical drilling. Anomalous copper values over discontinuous intervals were encountered in the drilling. Prospective areas of the property remained to be tested by geophysics, and untested targets remained to be drilled. These prospective areas were explored using geophysical techniques, and anomalous zones were drill tested to determine their geologic character. An evaluation of the results from the characterization drilling indicates that the original Witch property does not warrant additional work by the Company.

During the quarter ended December 31, 2004, Amarc staked an additional 36,350 hectares in the Witch Lake region, over areas prospective for porphyry gold-copper targets. These claims reach to the south of the Mt. Milligan deposit (measured and indicated resource of 408 million tonnes containing 0.18% copper and 0.40 g/t gold – Placer Dome 2003 Annual Report) and comprise the Chona, Kal, M2, M3, M4, M5, Tsil and additional Witch claims. During the quarter ended March 31, 2005, Amarc staked an additional 31,611 hectares in the same region (the Chica, additional Chona, Tchent, Wolf and Xander claims). Prospective areas are being explored using geological, geochemical and geophysical techniques. Anomalous zones will be readied for drill testing later in calendar 2005.

In November 2004, the Kal, M2, M3, M4, M5 and Tsil properties became subject to a farm out agreement with Rockwell Ventures Inc., as described below under “Rockwell Agreement.” These claims were surveyed by geophysical techniques, and then tested by drilling during the quarter ended March 31, 2005. An evaluation of these results has been completed and the results do not warrant further exploration by the Company. During July and August 2005, subsequent to the quarter end, the M2 and M4 claims were allowed to lapse.

Natlan Property

In October 2004, Amarc signed a Letter of Intent to enter into an option agreement to acquire the Natlan gold property located 25 kilometres northeast of Hazelton. In October 2004, Amarc staked an additional 1,400 hectares of claims in the area of common interest surrounding the original property that will be included in the terms of the agreement.

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AMARC RESOURCES LTD.
THREE MONTHS ENDED JUNE 30, 2005
 
MANAGEMENT'S DISCUSSION AND ANALYSIS
 

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

The Natlan property features a gold (and associated indicator elements) geochemical anomaly in an area of Early Jurassic to Late Cretaceous Bowser Lake Group sedimentary rocks, intruded by late Cretaceous Bulkley plutonic rocks. The Company has performed a soil geochemical survey on the property, and plans further work in calendar 2005.

Cariboo Properties

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

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

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

During the quarter ended December 31, 2004, reconnaissance drilling was performed on the Orr, Hook and Crystal properties to characterize a number of geophysical anomalies present on the properties. An evaluation of these results was completed and Amarc and Rockwell determined that they had no further interest on the Crystal property. Amarc also determined that the results on the Orr property did not warrant further exploration.

In February 2005, a portion of the Crystal property was allowed to lapse. The Orr claims were allowed to lapse during March 2005. Subsequent to the fiscal period ended March 31, 2005, the remainder of the Crystal property and the Sky claims were allowed to lapse.

In March 2005, the Company entered into an agreement with Wildrose Resources Ltd., whereby the Hook and Jim properties were sold to Wildrose for the sum of $10 and a first right to enter into an option agreement to purchase Wildrose’s Cowtrail and Pat claims. The Cowtrail and the Pat claims are located in the Cariboo region.

In November 2004, the Company staked the Giff, Naud and Tin properties, comprising 5,196 hectares, to cover regional geophysical targets prospective for porphyry gold-copper-

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AMARC RESOURCES LTD.
THREE MONTHS ENDED JUNE 30, 2005
 
MANAGEMENT'S DISCUSSION AND ANALYSIS
 

molybdenum deposits in the Cariboo region of British Columbia, approximately 85 kilometers east of Williams Lake. In February 2005, the Company staked the Magoro, RS, Tisdall and TKL properties, comprising a total of 7,462 hectares, in the same area.

These properties will be explored during the calendar 2005 field season using geological, geochemical and geophysical techniques, and follow-up drilling as warranted.

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

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

Amarc plans to perform geological and geochemical reconnaissance surveys to evaluate the properties during calendar 2005.

Rockwell Agreement

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

Max Property

In January 2005, Amarc entered into an agreement, whereby it obtained an option to acquire a 100% interest in the 121 hectare Homestake/Kamad crown-granted mineral claims located 65 kilometers northeast of Kamloops, by making staged cash payments totaling $135,000 and issuing 200,000 common shares of the Company over a period of 2 years, of which $60,000 has been paid and 50,000 common shares have been issued up to June 30, 2005. The agreement includes a 2% net smelter royalty payable from production on the property, which royalty is purchasable by the Company for $1 million.

In January 2005, a definitive legal agreement was entered into by the parties and pursuant to the agreement, Amarc made the first option payment of 25,000 shares and $15,000 on January 25, 2005. In June 2005, Amarc made the second option payment of 25,000 shares and $45,000.

The Homestake/Kamad claims are located north of Kamloops, hosts a precious metals rich volcanogenic massive sulphide occurrence containing barite, silver and base metals. The property has been explored intermittently in the past by surface and underground work. Amarc did a first phase of drilling on the property during the period January to March 2005. A total of

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AMARC RESOURCES LTD.
THREE MONTHS ENDED JUNE 30, 2005
 
MANAGEMENT'S DISCUSSION AND ANALYSIS
 

13 holes were drilled comprising 2,728 metres. At least two precious metals-rich, volcanogenic massive sulphide horizons containing silver, gold, copper, lead, zinc and barite were intersected. The two sub-parallel mineralized horizons trend northwest and dip at shallow to moderate angles to the northeast. A lower mineralized horizon lies approximately 40 metres below the upper horizon. The thirteen holes (MX5-01 to MX5-13) traced the mineralized horizons approximately 300 metres down dip.

In December 2004, the Company signed a letter agreement with Eagle Plains Resources Ltd. (“Eagle Plains”) for an option to acquire a 60% joint venture position with Eagle Plains to develop the 5,075 hectare Acacia property that is contiguous with and surrounds the Homestake/Kamad claims. Amarc can acquire its interest by making staged payments totaling $125,000 and 350,000 common shares of the Company and by expending $2,500,000 in exploration and development work over the next four years. Amarc may increase its interest to 75% by carrying the project to feasibility. An initial cash payment of $25,000 and issuance of 25,000 common shares have been made. A definitive agreement was signed in April 2005. Amarc is required to spend a minimum of $100,000 before April 2006 to maintain the option.

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

During February 2005, Amarc staked an additional 3,245 hectares of claims in the area of common interest surrounding the original property that will be included in terms of the agreement.

Amarc plans additional drilling on the Max Property, beginning late in second fiscal quarter of 2006. An additional 2,000 metres in NQ2 diamond core holes has been recommended, to be drilled toward the east of and topographically higher than the collars of MX5-01 to MX5-13 on the Homestake/Kamad claims, to further test the polymetallic massive sulphide and barite lenses.

Other Properties

The Company also has a 5% net profits interest ("NPI") in the 46 mineral claims comprising the Ana Property in the Yukon Territory, Canada, and a 2.5% NPI in a mineral lease comprising the Mann Lake Property in Saskatchewan. At the present time, the Company has no plans to undertake any programs on these properties.

Market Trends

The trading prices of gold and copper have increased over the past two years. The average gold price increased from US$364/oz in 2003 to US$410/oz in 2004. The gold price has averaged approximately US$428/oz to mid August 2005. Copper averaged US$0.81/lb in 2003, US$1.30/lb in 2004, and has continued to increase in 2005, averaging approximately US$1.54/lb to the mid August.

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AMARC RESOURCES LTD.
THREE MONTHS ENDED JUNE 30, 2005
 
MANAGEMENT'S DISCUSSION AND ANALYSIS
 

1.3          Selected Annual Information

The consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles, and are expressed in Canadian dollars.

    As at March 31        
    2005     2004     2003  
Current assets $  7,888,349   $  14,053,400   $  871,881  
Mineral properties   155,929     73,929      
Equipment   47,105     60,188     147,225  
Total assets   8,091,383     14,187,517     1,019,106  
                   
Current liabilities   871,243     182,759     256,001  
Shareholders’ equity   7,220,140     14,004,758     763,105  
Total shareholders’ equity & liabilities   8,091,383     14,187,517     1,019,106  
                   
Working capital $  7,017,106   $  13,870,641   $  615,880  

    Year ended March 31        
    2005     2004     2003  
Expenses                  
Amortization $  13,083   $  17,037   $  20,750  
Conference and travel   5,591     33,404     12,157  
Consulting   45,658     79,964     73,697  
Exploration   7,553,950     460,252     405,330  
Legal, accounting and audit   63,521     53,913     158,814  
Office and administration   106,349     28,468     107,304  
Salaries and benefits   356,841     140,619     272,965  
Shareholder communication   104,308     21,495     126,193  
Trust and filing   23,350     43,915     11,550  
Foreign exchange loss (gain)   8,204     9,621     64,609  
Interest on flow-through shares   92,502          
Interest income   (242,862 )   (74,590 )   (4,963 )
Write down of marketable securities   6,667         581,010  
Write down of mineral property interest   76,000          
Subtotal   8,213,162     814,098     1,829,416  
Stock-based compensation   496,031     407,363     5,805  
Loss (gain) on sale of marketable securities   (81,554 )   (2,052,596 )   19,500  
Net income (loss) for the year $  8,627,639   $  831,135   $  (1,854,721 )
                   
Basic and diluted income (loss) per share $  (0.19 ) $  0.04   $  (0.12 )
                   
Weighted average number of common shares                  
outstanding   45,168,411     21,421,096     15,170,448  

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AMARC RESOURCES LTD.
THREE MONTHS ENDED JUNE 30, 2005
 
MANAGEMENT'S DISCUSSION AND ANALYSIS
 

1.4          Summary of Quarterly Results

Expressed in thousands of Canadian dollars, except per-share amounts. Small differences are due to rounding.

  Mar 31 Mar 31 Dec 31 Sep 30 Jun 30 Mar 31 Dec 31 Sep 30
  2005 2005 2004 2004 2004 2004 2003 2003
Current assets $ 5,503 $ 7,888 $ 9,933 $ 12,620 $ 13,647 $ 14,054 $ 9,451 $ 745
Other assets 200 203 287 295 302 134 64 68
Total assets 5,703 8,091 10,220 12,915 13,949 14,188 9,515 813
                 
Current liabilities 114 871 1,109 389 190 183 338 215
Shareholders’ equity 5,589 7,220 9,111 12,526 13,759 14,005 9,177 598
Total shareholders’ equity and                
     liabilities 5,703 8,091 10,220 12,915 13,949 14,188 9,515 813
                 
Working capital 5,389 7,017 8,824 12,231 13,457 13,871 9,113 530
                 
Expenses                
Amortization 3 3 3 4 3 3 5 5
Conference and travel 3 1 2 4 29
Consulting 15 12 12 17 5 (5) 67 6
Exploration 1,399 2,329 3,494 1,187 544 396 44 13
Legal, accounting and audit 5 5 16 30 13 26 9 9
Office and administration 38 44 41 13 10 (12) 10 10
Salaries and benefits 85 150 77 79 51 36 46 37
Shareholder communication 24 26 31 35 12 14 1 6
Trust and filing 2 7 5 5 6 20 20 5
Subtotal 1,571 2,579 3,680 1,370 646 482 231 91
Foreign exchange loss (gain) (4) (1) 4 7 (2) (2) 2 5
Interest income (37) (47) (65) (59) (72) (61) (5) (1)
Other (6) 98
Subtotal 1,530 2,525 3,717 1,318 572 419 228 95
Stock-based compensation (14) (8) 88 404 12 407
Write-down of marketable                
     securities 57 2
Write-down mineral property                
     interest 76
Mark-to-market adjustment on                
     warrants 98 5
Tax refund (1)
Loss (gain) on sale of marketable                
     securities (41) 25 (20) (46) (1,698) (354)
Net income (loss) for the period $ (1,671) $ (2,557) $ (3,831) $ (1,702) $ (538) $ 872 $ 126 $ (95)
                 
Basic and diluted net income                
     (loss) per share $ (0.03) $ (0.06) $ (0.08) $ (0.04) $ (0.01) $ 0.02 $ 0.01 $ (0.01)
                 
Weighted average number of                
     common shares outstanding                
     (thousands) 47,835 46,049 45,344 44,879 44,429 41,002 15,989 15,469

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AMARC RESOURCES LTD.
THREE MONTHS ENDED JUNE 30, 2005
 
MANAGEMENT'S DISCUSSION AND ANALYSIS
 

1.5          Results of Operations

The Company had a net loss of $1,671,549 for the three months ended June 30, 2005 compared to a net loss of $538,459 for the same period in 2004. The higher loss for the quarter was mainly due to higher exploration expenditures in British Columbia compared to the previous year.

Exploration expenses for the three months ended June 30, 2005, excluding stock-based compensation, increased to $1,399,387, compared to $544,473 in the same period in the previous year. This increase is due to a greater number of active exploration programs being carried out in British Columbia. The major exploration expenditures during the period were geological (2006 – $657,194; 2005 – $368,617) and site activities (2006 – $391,805; 2005 – $73,749). The increase in geological expense during the year was due to wages paid for the increased geological and geophysical work. Site activities increased in 2005 due to a greater number of site contractors used in the Company’s exploration activities. Option payments related to mineral property interests increased to $78,750 for the current quarter compared to nil for the same period last year.

Administrative costs for the current quarter also increased in line with the higher exploration activities. Office and administration increased to $37,678, compared to $9,844 for the same period last year. Salaries and benefits increased to $84,767 in the current quarter, compared to $50,792 in the same period last year.

Interest income decreased to $36,669 for the current quarter, compared to $72,666 for the same period last year due to lower cash balances on hand.

The Company recorded a mark-to-market adjustment on the warrants, held by the Company, of $98,000 and a writedown of marketable securities of $57,392 due to a decline in the value of the underlying securities. The Company also recorded a stock-based compensation recovery of $14,134 for the current quarter, compared to an expense of $12,351 in the prior year.

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AMARC RESOURCES LTD.
THREE MONTHS ENDED JUNE 30, 2005
 
MANAGEMENT'S DISCUSSION AND ANALYSIS
 

1.6          Liquidity

Historically the Company's sole source of funding has been the issuance of equity securities for cash, primarily through private placements to sophisticated investors and institutions. The Company has issued common share capital in each of the past few years, pursuant to private placement financings and the exercise of warrants and options. The Company's access to exploration financing when the financing is not transaction specific is always uncertain. There can be no assurance of continued access to significant equity funding.

At June 30, 2005, the Company had working capital of approximately $5.4 million, which is sufficient to fund its known commitments.

The Company has no long term debt, capital lease obligations, operating leases or any other long term obligations.

Operating activities

Cash used in operating activities increased to $2,346,048 in the first quarter of fiscal 2006, compared to $443,651 for the comparable period in fiscal 2005. The increase in cash used in operating activities in the first quarter of fiscal 2006 compared to 2005 is attributable primarily to Amarc’s exploration programs carried out on its British Columbia mineral properties and the repayment of routine working capital items such as accounts payable. The Company anticipates continuing to use its cash in its operating activities to carry out its exploration programs.

Investing activities

Cash used in investing activities was nil in the first quarter of fiscal 2006, compared to cash used in investing activities of $125,164 in the first quarter of fiscal 2005. Cash used in investing activities in the first quarter of fiscal 2005 was attributable to the acquisition of mineral property interests.

Financing activities

Cash flows from financing activities were $35,189 for the three months ended June 30, 2005, compared to $124,367 for the comparable period in the prior year. Cash from financing activities in each period were attributable to cash received from the exercise of warrants and options.

Requirement of Financing

Development of any of the Company’s mineral properties beyond feasibility will require additional equity and possibly debt financing. As Amarc is an exploration stage company, it does not have revenues from operations and, except for interest income from its cash and cash equivalents, the Company relies on equity funding for its continuing financial liquidity.

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AMARC RESOURCES LTD.
THREE MONTHS ENDED JUNE 30, 2005
 
MANAGEMENT'S DISCUSSION AND ANALYSIS
 

1.7          Capital Resources

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

The Company has no "Purchase Obligations" defined as any agreement to purchase goods or services that is enforceable and legally binding on the Company that specifies all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction.

1.8          Off-Balance Sheet Arrangements

None.

1.9          Transactions with Related Parties

Hunter Dickinson Inc. (“HDI”) is a private company owned equally by nine public companies, one of which is Amarc, and has certain directors in common with Amarc. HDI carries out geological, exploration, corporate development, administration, and management services for, and incurs costs with third-party vendors on behalf of, Amarc on a full cost-recovery basis.

Costs for services rendered and costs incurred on behalf of the Company by HDI were $602,880 for the three months ended June 30, 2005, compared to $325,916 for the same period in the previous year. The increase is due to the Company’s exploration activities in British Columbia.

Hunter Dickinson Group Inc. (“HDGI”) is a private company with certain directors in common with the Company that provides consulting services at market rates to the Company. The Company paid $9,600 to HDGI for the three months ended June 30, 2005, compared to $3,200 for the comparable period in the previous year.

1.10         Fourth Quarter

Not Applicable.

1.11         Proposed Transactions

None.

1.12         Critical Accounting Estimates

Not required. The Company is a venture issuer.

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AMARC RESOURCES LTD.
THREE MONTHS ENDED JUNE 30, 2005
 
MANAGEMENT'S DISCUSSION AND ANALYSIS
 

1.13         Changes in Accounting Policies including Initial Adoption

None.

1.14         Financial Instruments and Other Instruments

None.

1.15         Other MD&A Requirements

Additional information relating to the Company, including the Company's Annual Information Form, is available on SEDAR at www.sedar.com.

1.15.1      Additional Disclosure for Venture Issuers without Significant Revenue

(a) capitalized or expensed exploration and development costs;

The required disclosure is presented in the notes to the consolidated financial statements.

(b) expensed research and development costs;

Not applicable.

 (c) deferred development costs;

Not applicable.

(d) general and administration expenses; and

The required disclosure is presented in the consolidated statements of operations.

(e) any material costs, whether capitalized, deferred or expensed, not referred to in (a) through (d);

None.

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AMARC RESOURCES LTD.
THREE MONTHS ENDED JUNE 30, 2005
 
MANAGEMENT'S DISCUSSION AND ANALYSIS
 

1.15.2        Disclosure of Outstanding Share Data

The following table details the share capital structure as at August 15, 2005, the date of this MD&A. These figures may be subject to minor accounting adjustments prior to presentation in future consolidated financial statements.

    Exercise  
  Expiry date price Number
Common shares     47,994,140
       
Share purchase options March 21, 2006 $ 0.60 2,001,000
       
Warrants December 31, 2005 $ 0.34 12,250,001

The above-noted warrants are subject to accelerated expiry provisions under certain conditions. Refer to the accompanying financial statements.

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