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Annual Report by a Foreign Non-Canadian Issuer — Form 20-F — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
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17: R6 Consolidated Statements of Cash Flows HTML 86K
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(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 ☒
No
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 ☒
No
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.
☒ Yes
☐ No
C:
-2-
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).
☒
Yes
☐ No
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 ☐
Non-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 forcomplying
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
☐
International
Financial Reporting Standards as issued
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).
☐
Yes ☒
No
-3-
T
A B L E O F C O N T E N T S
ITEM 1
IDENTITY OF
DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
6
ITEM 2
OFFER STATISTICS
AND EXPECTED TIMETABLE
7
ITEM 3
KEY
INFORMATION
7
ITEM 4
INFORMATION ON THE
COMPANY
14
ITEM
4A
UNRESOLVED STAFF
COMMENTS
28
ITEM 5
OPERATING AND
FINANCIAL REVIEW AND PROSPECTS
28
ITEM 6
DIRECTORS, SENIOR
MANAGEMENT AND EMPLOYEES
34
ITEM 7
MAJOR SHAREHOLDERS
AND RELATED PARTY TRANSACTIONS
42
ITEM 8
FINANCIAL
INFORMATION
45
ITEM 9
THE OFFER AND
LISTING
45
ITEM
10
ADDITIONAL
INFORMATION
47
ITEM
11
QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT MARKET RISK
57
ITEM
12
DESCRIPTION OF
SECURITIES OTHER THAN EQUITY SECURITIES
57
ITEM
13
DEFAULTS, DIVIDEND
ARREARAGES AND DELINQUENCIES
58
ITEM
14
MATERIAL
MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
PROCEEDS
58
ITEM
15
CONTROLS AND
PROCEDURES
58
ITEM
16
[RESERVED]
59
ITEM
16A
AUDIT COMMITTEE
FINANCIAL EXPERT
59
ITEM
16B
CODE OF
ETHICS
59
ITEM
16C
PRINCIPAL
ACCOUNTANT FEES AND SERVICES
60
ITEM
16D
EXEMPTIONS FROM
LISTING STANDARDS FOR AUDIT COMMITTEES
60
ITEM
16E
PURCHASES OF EQUITY
SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
60
ITEM
16F
CHANGE IN
REGISTRANT'S CERTIFYING ACCOUNTANT
61
ITEM
16G
CORPORATE
GOVERNANCE
61
ITEM
16H
MINE SAFETY
DISCLOSURE
61
ITEM
17
FINANCIAL
STATEMENTS
61
ITEM
18
FINANCIAL
STATEMENTS
61
ITEM
19
EXHIBITS
99
-4-
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 27, 2020 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 and analysis includes
certain statements that may be deemed “forward-looking
statements”. All such statements, other than statements of
historical fact that address exploration drilling, exploitation
activities and other related events or developments are
forward-looking statements. Although Amarc Resources Ltd.
(“Amarc”) believes the expectations expressed in such
forward-looking statements are based on reasonable assumptions,
such statements are not guarantees of future performance and actual
results or developments may differ materially from those in the
forward-looking statements. Assumptions used by Amarc to develop
forward-looking statements include the following: Amarc’s
projects will obtain all required environmental and other permits
and all land use and other licenses, studies and exploration of
Amarc’s projects will continue to be positive and no
geological or technical problems will occur. Factors that could
cause actual results to differ materially from those in
forward-looking statements include market prices, potential
environmental issues or liabilities associated with exploration,
development and mining activities, exploitation and exploration
successes, continuity of mineralization, uncertainties related to
the ability to obtain necessary permits, licenses and tenure and
delays due to third party opposition, changes in and the effect of
government policies regarding mining and natural resource
exploration and exploitation, and exploration and development of
properties located within Aboriginal groups asserted territories
may affect or be perceived to affect asserted aboriginal rights and
title, which may cause permitting delays or opposition by
Aboriginal groups, continued availability of capital and financing
and general economic, market or business conditions as well as
risks relating to the uncertainties with respect to the effects of
COVID-19. Investors are cautioned that any such statements are not
guarantees of future performance and actual results or developments
may differ materially from those projected in the forward-looking
statements. For more information on Amarc investors should review
the Company’s annual Form 20-F filing with the United States
Securities and Exchange Commission (the “SEC”)
at www.sec.gov and its
home jurisdiction filings that are available at www.sedar.com.
Cautionary Note to Investors Concerning Estimates of Inferred
Resources:
This discussion and analysis uses the terms “measured
resources”, “indicated resources” and
“inferred resources” which are recognized and required
by Canadian regulators under National Instrument 43- 101
(“43-101”). The SEC has adopted amendments to its
disclosure rules to modernize the mineral property disclosure
requirements for issuers whose securities are registered with the
SEC under the U.S. Exchange Act, effective February 25, 2019 (the
“SEC Modernization Rules”). The SEC Modernization Rules
adopt definitions of the terms and the categories of resources
which are “substantially similar” to the corresponding
terms under Canadian regulations in 43-101. Accordingly, there is
no assurance any mineral resources that we may report under 43-101
would be the same had we prepared the resources estimates under the
standards adopted under the SEC Modernization Rules. Amarc cautions
investors not to assume that all or any part of the mineral
deposits in these categories will ever be converted into reserves.
Under Canadian rules, estimates of inferred resources may not form
the basis of feasibility or pre-feasibility studies, or economic
studies except for a Preliminary Economic Assessment as defined
under 43-101. Investors are cautioned not to assume that all or
part of an inferred resource is economically or legally
mineable.
GLOSSARY
OF TERMS
Certain
terms used herein are defined as follows:
-5-
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
Reserve
Securities and
Exchange Commission Industry Guide 7 - Description of Property by Issuers Engaged or
to be Engaged in Significant Mining Operations (under the
United States Securities Exchange Act of 1934, as amended) defines
a “reserve” as that part of a mineral deposit which
could be economically and legally extracted or produced at the time
of the reserve determination. Reserves consist of:
(1) Proven (Measured)
Reserves. Reserves for which: (a) quantity is computed from
dimensions revealed in outcrops, trenches, workings or drill holes;
grade and/or quality are computed from the results of detailed
sampling; and (b) the sites for inspection, sampling and
measurement are spaced so closely and the geologic character is so
well defined that size, shape, depth and mineral content of
reserves are well-established.
(2) Probable
(Indicated) Reserves. Reserves for which quantity and grade and/or
quality are computed from information similar to that used for
proven (measured) reserves, but the sites for inspection, sampling
and measurement are farther apart or are otherwise less adequately
spaced. The degree of assurance, although lower than that for
proven (measured) reserves, is high enough to assume continuity
between points of observation.
As a
reporting issuer under the Securities Acts of British Columbia and
Alberta, the Company is subject to National Instrument 43-101.
Securities and Exchange Commission Industry Guide 7, as interpreted
by Securities and Exchange Commission Staff, applies standards that
are different from those prescribed by National Instrument 43-101
in order to classify mineralization as a reserve. Under the
standards of the Securities and Exchange Commission, mineralization
may not be classified as a “reserve” unless the
determination has been made that the mineralization could be
economically and legally produced or extracted at the time the
reserve determination is made. Among other things, all necessary
permits would be required to be in hand or issued imminently in
order to classify mineralized material as reserves under Securities
and Exchange Commission Industry Guide 7. Accordingly, mineral
reserve estimates established in accordance with National
Instrument 43-101 may not qualify as “reserves” under
SEC standards. The Company does not currently have any mineral
deposits that have been classified as reserves.
Mineral
Resource
National Instrument
43-101 adopts definitions of the Canadian Institute of Mining,
Metallurgy and Petroleum. A “Mineral Resource” is a
concentration or occurrence of solid material of economic interest
(such as diamonds, base and precious metals, coal, and industrial
minerals) in or on the Earth’s crust in such form, grade or
quality and quantity that there are reasonable prospects for
eventual economic extraction. The location, quantity, grade or
quality, continuity and other geological characteristics of a
Mineral Resource are known, estimated or interpreted from specific
geological evidence and knowledge, including sampling. Modifying
Factors are considerations used to convert Mineral Resources to
Mineral Reserves and include, but are not restricted to, mining,
processing, metallurgical, infrastructure, economic, marketing,
legal, environmental, social and governmental factors.
Mineral
Resources are sub-divided into Inferred, Indicated and Measured
categories. An Inferred Mineral Resource has a lower level of
confidence than an Indicated Mineral Resource and an Indicated
Mineral Resource has a lower level of confidence than a Measured
Mineral Resource. It also cannot be assumed that any part of any
reported Measured Mineral Resources, Indicated Mineral resources,
or Inferred Mineral Resources is economically or legally mineable.
Further, in accordance with Canadian rules, estimates of Inferred
Mineral Resources cannot form the basis of pre- feasibility or
feasibility studies, or in Life of Mine plans and cash flow models
of developed mines; and can only be used in economic studies as
provided under National Instrument 43-101.
-6-
(1) An Inferred Mineral
Resource is that part of a Mineral Resource for which quantity and
grade or quality can be estimated on the basis of geological
evidence and sampling. Geological evidence is sufficient to imply
but not verify geological and grade or quality continuity. The
estimate is based on limited information and sampling gathered
through appropriate techniques from locations such as outcrops,
trenches, pits, workings and drill holes.
(2) An Indicated
Mineral Resource is that part of a Mineral Resource for which
quantity, grade or quality, densities, shape, and physical
characteristics can be estimated with sufficient confidence to
allow the application of Modifying Factors in sufficient detail to
support mine planning and evaluation of the economic viability of
the deposit. Geological evidence is derived from adequately
detailed and reliable exploration and testing and is sufficient to
assume geological and grade or quality continuity between points of
observation. The nature, quality, quantity and distribution of data
are such as to allow confident interpretation of the geological
framework and to reasonably assume the continuity of
mineralization.
(3) A Measured Mineral
Resource is that part of a Mineral Resource for which quantity,
grade or quality, densities, shape, and physical characteristics
can be estimated with sufficient confidence to allow the
application of Modifying Factors to support mine planning and
evaluation of the economic viability of the deposit. Geological
evidence is derived from adequately details and reliable
exploration and testing and is sufficient to assume geological and
grade or quality continuity between points of observation. The
nature, quality, quantity and distribution of data are such that
the tonnage and grade or quality of the mineralization can be
estimated to within close limits and that variation from the
estimate would not significantly affect potential economic
viability of the deposit.
As used
in this Form 20-F, “resources” are as defined in
National Instrument 43-101. For the above reasons, information in
the Company's publicly- available documents containing descriptions
of the Company's mineral deposits may not be comparable to similar
information made public by U.S. companies subject to the reporting
and disclosure requirements under the United States federal
securities laws and the rules and regulations
thereunder.
Mineral
Symbols
As
– arsenic; Au – gold; Ag – silver; Cu –
copper; Fe – iron; Hg – mercury; Mo – molybdenum;
Na – sodium; Ni – nickel; O – oxygen; Pd –
palladium; Pt – platinum; Pb – lead; S – sulphur;
Sb – antimony; Zn – zinc.
National Instrument
43-101
National Instrument
43-101 - Standards of Disclosure
for Mineral Projects, is a rule developed by the Canadian
Securities Administrators that establishes standards for all public
disclosure a reporting issuer makes of scientific and technical
information concerning mineral projects.
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.
Vein
A
tabular or sheet-like mineral deposit with identifiable walls,
often filling a fracture or fissure.
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:
-7-
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).
The
Company has irrevocably elected to comply with new or revised
accounting standards even though it is an emerging growth
company.
ITEM 1
DENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
A.
DIRECTORS
AND SENIOR MANAGEMENT
Not
applicable.
B.
ADVISERS
Not
applicable.
C.
AUDITORS
Not
applicable.
-8-
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
related fiscal years. The data should be read in conjunction with
the Company's audited financial statements included as an exhibit
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.
The
following selected financial data is presented in thousands of
Canadian Dollars.
Statements
of Financial Position Data
($
000’s)
2020
2019
2018
2017
2016
Equipment,
net
$–
$–
$–
$–
$–
Total
assets
529
799
3,625
1,112
1,096
Total
liabilities
1,504
1,342
2,379
1,521
1,438
Working capital
surplus (deficit)
(641)
(716)
1,836
419
(312)
Share
capital
64,342
64,042
63,884
59,560
58,968
Reserves
5,632
5,105
5,143
5,741
5,357
Accumulated
deficit
(70,949)
(69,690)
(67,782)
(65,709)
(64,667)
Net assets
(liabilities)
(975)
(543)
1,246
(409)
(341)
Shareholders'
equity (deficiency)
(975)
(543)
1,246
(409)
(341)
Statements
of Comprehensive Loss Data
($ 000’s,
except per share amounts and number of shares)
2020
2019
2018
2017
2016
Interest and other
income
$(6)
$(38)
$(27)
$(8)
$(10)
General and
administrative expenses
856
914
1,053
733
1,289
Exploration
expenditures, net of METC*
664
5,390
6,686
2,926
2,773
Contributions
pursuant to IKE Option Agreement
(92)
(1,645)
(3,245)
(2,933)
(3,067)
Contributions
pursuant to JOY Option Agreement
(321)
(2,893)
(2,952)
–
–
Share-based
payments
–
–
–
–
–
Other
153
221
556
325
134
Gain on sale of
mineral property
–
–
–
–
–
Flow-through shares
premium
–
–
–
–
–
Net loss for the
year
1,254
1,949
2,072
1,043
1,119
Other comprehensive
loss (income)
11
(2)
(28)
(8)
33
Total comprehensive
loss
$1,265
$1,946
$2,044
$1,035
$1,152
Basic and diluted
net loss per share
$0.01
$0.01
$0.01
$0.01
$0.04
Weighted average
number of common shares outstanding
171,767,287
156,826,422
141,435,020
141,406,301
139,357,212
*
“METC”
refers to Mineral Exploration Tax Credits, which are discussed in
Item 5, under the
heading “Critical Accounting Policies and
Estimates”.
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 $1.33. 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.
-9-
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)
2020
2019
2018
2017
2016
End of
period
$1.4187
$1.3363
$1.2894
$1.3322
$1.2971
Average for the
period
$1.3308
$1.3118
$1.2837
$1.3126
$1.3114
High for the
period
$1.4496
$1.3642
$1.3743
$1.3582
$1.4589
Low for the
period
$1.2970
$1.2552
$1.2128
$1.2544
$1.1951
Monthly High and Low
Exchange Rate (Canadian Dollar per U.S. Dollar)
High
Low
July 2020 (to the
date of this Annual Report)
$1.3616
$1.3392
June
2020
$1.3682
$1.3383
May
2020
$1.4124
$1.3764
April
2020
$1.4217
$1.3904
March
2020
$1.4496
$1.3356
February
2020
$1.3429
$1.3224
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 additional resources and funding. The Company
currently does not have sufficient funds to fully develop these
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
-10-
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
consultants' analyses and recommendations;
●
the rate at which
operating losses are incurred;
●
the execution of
any joint venture agreements with strategic allies;
and
●
the acquisition of
additional properties and other factors, many of which are beyond
the Company's control.
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 has not demonstrated that any mineralized material on its
properties constitutes reserves as defined in SEC Industry Guide
7.
The
Company has no mineral producing properties, and the Company has
not demonstrated that any mineralized material on its properties
constitutes reserves under SEC Industry Guide 7. Although the
mineralized material and mineralized deposit figures included in
this annual report have been carefully prepared by the Company, or,
in some instances have been prepared, reviewed or verified by
independent mining experts, these amounts are estimates only and no
assurance can be given that any particular level of recovery of
minerals from mineralized material will in fact be realized or that
an identified mineralized deposit will ever qualify as a
commercially mineable (or viable) reserve.
No
assurance can be given that minerals will be discovered in
sufficient quantities to justify commercial operations or that
funds required for development can be obtained on a timely basis.
Whether a mineral deposit will be commercially viable depends on a
number of factors, some of which are:
●
the particular
attributes of the deposit, such as size, grade and proximity to
infrastructure;
●
metal prices, which
may be volatile, and are highly cyclical; and
●
government
regulations, including regulations relating to prices, taxes,
royalties, land tenure, land use, importing and exporting of
minerals, and environmental protection.
The
exact effect of these factors cannot accurately be predicted, but
the combination of these factors may result in the Company not
receiving an adequate return on invested capital.
The
Company is subject to certain risks that are inherent in
exploration and mining activities beyond its control.
Resource
exploration, development, and operations are highly speculative,
characterized by a number of significant risks, which even a
combination of careful evaluation, experience and knowledge may not
eliminate, including, among other things, unprofitable efforts
resulting not only from the failure to discover mineral deposits
but from finding mineral deposits which, though present, are
insufficient in quantity and quality to return a profit from
production. Few properties that are explored are ultimately
developed into producing mines. 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, explosions, cave-ins,
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.
-11-
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, 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 copper, gold, silver or any other materials discovered. The
prices of copper, gold, silver 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 copper, gold,
silver and other minerals can cause fluctuations in the price of
such minerals.
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
ore-body.
If it
is determined that a commercially mineable ore-body exists and it
can be economically exploited, the Company will require significant
additional financing in order to fund the costs of developing the
Company’s 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 years or more. No assurance can be given that permitting of any
mine on the Company’s properties will occur.
The
Company will 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.
The
Company will 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.
-12-
The
Company may enter into agreements with 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.
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, cave-ins or
hazards against which it cannot insure. The payment of such
liabilities could result in increases in Amarc's operating expenses
which could, in turn, have a material adverse effect on Amarc's
financial position and its results of operations. Although Amarc
maintains liability insurance in an amount which it considers
adequate, the nature of these risks is such that the liabilities
might exceed policy limits, the liabilities and hazards might not
be insurable against, or Amarc might elect not to insure itself
against such liabilities due to high premium costs or other
reasons. In these events, Amarc could incur significant liabilities
and costs that could materially increase Amarc's operating
expenses.
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.
The
Company may be subject to the risks and liabilities associated with
potential pollution of the environment and the disposal of waste
products that could occur as a result of its
activities.
To the
extent the Company is subject to environmental liabilities, the
payment of such liabilities or the costs that it may incur to
remedy environmental pollution would reduce funds otherwise
available to it and could have a material adverse effect on the
Company. If the Company is unable to fully remedy an environmental
problem, it might be required to suspend operations or enter into
interim compliance measures pending completion of the required
remedy. The potential exposure may be significant and could have a
material adverse effect on the Company.
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.
-13-
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.
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.
-14-
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.
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.
-15-
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.
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 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.
Offices
The
head office of Amarc is located at 15th Floor, 1040 West Georgia
Street, Vancouver, British Columbia, Canada V6E 4H1, telephone
(604) 684-6365, facsimile (604) 684-8092. 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, British
Columbia, Canada V6E 4N7, telephone (604) 689-9111, fax (604)
685-7084.
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 British
Columbia, Canada. All of the Company's mineral properties are at
the exploration stage.
B.
BUSINESS
OVERVIEW
Amarc
is a mineral exploration and development company with an
experienced and successful management team focused on developing a
new generation of British Columbia (“BC”) copper
(“Cu”) mines. By combining strong projects and funding
with successful management, Amarc has created a solid platform to
commence value creation.
Through
its work programs Amarc has substantially advanced its 100% owned
IKE, DUKE and JOY porphyry Cu deposit districts located in
southern, central and northern BC, respectively. Each of these Cu
districts have proximity to industrial infrastructure, power, rail
and highways. The IKE, DUKE and JOY Projects have significant
potential for the discovery of important scale, porphyry Cu-Au and
Cu-Mo deposits. The Company is also actively evaluating Cu and Au
projects with a view to acquisition.
-16-
LOCATION OF THE COMPANY’S IKE, JOY, AND DUKE
PROJECTS
The 462
km2 IKE
Project is located 33 km northwest of the historical mining
community of Gold Bridge near the heartland of BC’s producing
porphyry Cu mines. The IKE Project includes the IKE porphyry Cu-
Mo-Ag deposit discovery, the high potential Greater Empress
Copper-Gold Project (“GECAP”) that hosts the Empress
Cu-Au-Ag deposit and other significant porphyry Cu-Au-Mo-Ag and
Cu-Au-Ag replacement deposit targets, and also the number of
promising porphyry Cu and Au-Ag epithermal targets within the
greater IKE District. The Project shares many characteristics with
porphyry districts around the globe that host major, and commonly
multiple, Cu±Au±Mo±Ag deposits and has the potential
to possess the grades and resources necessary to develop into an
important mining camp.
Subject
to funding Amarc is planning an expanded drill program at the IKE
deposit with the goal of establishing a NI-43-101 compliant
resource, and at the GECAP an integrated program to drill test the
high potential drill-ready targets with survey work on other
promising targets to bring them to a drill ready status. The
Company has the required drill and IP permits in hand for the
proposed work program.
Amarc’s DUKE
Project is located 80 km northeast of Smithers within the Babine
District (the “District”), one of BC’s most
prolific porphyry Cu-Au belts. The District, a 40 by 100 km
north-northwesterly striking mineralized belt is host to Noranda
Mines’ past producing Bell and Granisle Cu-gold mines that
produced a total of 1.1 billion pounds of Cu, 634,000 ounces of Au
and 3.5 million ounces of Ag1, and the advanced
stage Morrison Cu-Au deposit. The DUKE Project includes both the
DUKE porphyry Cu deposit target discovery and a series of high
potential porphyry Cu-Au deposit targets generated form the
Company’s comprehensive district-scale targeting
program.
The
Company is currently planning how best to undertake the drilling
required to delineate the geometry and grade distribution of its
DUKE discovery in order to inform a mineral resource estimate and
related studies. In addition, on it’s regionally targets
Amarc is planning for initial ground surveys taking advantage of
extensive logging road networks across the property. These focused
surveys would be followed by RC drilling that would test
prioritized targets for the presence of potential porphyry Cu-Au
mineralized systems below cover and, where a deposit target is
confirmed core drilling to determine the extent, grade and geometry
of the mineralized system. The Company has permits in hand to
commence these works.
Amarc’s
100%-owned 482 km2 JOY Project covers
the northern extension of the prolific Kemess porphyry Cu-Au
district (the “Kemess District”) in the Toodoggone
region of north-central BC. The JOY claims are located
approximately 20 km north of the former Kemess South Mine and the
government-approved Kemess underground project. In mid-2017,
Centerra Gold Inc. (“Centerra”) purchased the Kemess
District from AuRico Metals Inc. for $310 million2. The Project
includes the PINE porphyry Cu-Au deposit and MEX porphyry Cu-Au
deposit target which have seen several phases of historical
drilling. Work by Amarc has identified significant expansion
potential at both that requires drill testing. In addition,
Amarc’s extensive exploration surveys have defined seven
large (approximately 1 to 8 km2), high potential
porphyry Cu-Au exploration target areas. Each of these target areas
hosts multiple targets that are either drill-ready, or can rapidly
be brought up to a drill ready status by the completion of focused
surface surveys.
1
MINFILE Number 093L
146 and 093M 001 MINFILE Production Detail Report, BC Geological
Survey, Ministry of Energy and Mines, BC.
Amarc
is planning the next phase of the JOY Project exploration to
include core drill testing of drill-ready targets, undertaken
concurrently with low-cost surface exploration work to efficiently
bring the latter new exploration targets up to a drill-ready
status.
Amarc’s
senior management and project team seeks early and meaningful
engagement with local landowners, First Nations and other land
interests to ensure its mineral exploration and development
activities are well-coordinated and broadly supported, to address
local priorities and concerns, and to optimize opportunities for
collaboration and local benefit. In particular, the Company seeks
to establish mutually beneficial partnerships with Indigenous
groups within whose traditional territories its projects are
located - including through the provision of jobs, training
programs, contract opportunities, capacity funding agreements and
sponsorship of community events. All Amarc work programs are
carefully planned to achieve high levels of environmental and
social performance.
The
IKE Project
Amarc’s 100%
owned IKE Project is located 35 km northwest of the town of Gold
Bridge in southwestern BC near the heartland of the provinces
producing porphyry mines. It is proximal to industrial
infrastructure including power, and also highways and rail that
connect the Project to Vancouver and its port
facilities.
Hydrothermal
alteration and mineralization, which is prospective for the
discovery of porphyry Cu±Au±Mo±Ag and related
deposit types occurs throughout the 462 km2 IKE Project. The
Project occupies a highly fertile block of crust where
magmatic‐hydrothermal‐structural characteristics are
favorable for the formation of intrusion-related
Cu±Au±Mo±Ag deposits with good grade (see below).
These characteristics are common to most porphyry districts around
the globe that host major, and commonly multiple,
Cu±Au±Mo±Ag deposits.
The IKE
Project includes the IKE porphyry Cu-Mo-Ag deposit discovery, the
high potential Greater Empress Copper-Gold Project
(“GECAP”) that hosts the Empress Cu-Au-Ag deposit and
significant porphyry Cu-Au-Mo-Ag and Cu-Au-Ag replacement deposit
targets, and also the number of promising porphyry Cu and Au-Ag
epithermal targets within the greater IKE District. The Project has
the potential to possess the grades and resources necessary to
develop into an important mining camp.
Further
to the information provided below additional detail on the IKE
Project can be found in the Company’s recently filed National
Instrument 43-101 Technical Report under Amarc’s profile at
www.sedar.com and
on the Company’s website at www.amarcresources.com/ahr/Home.asp.
IKE
Porphyry Copper-Molybdenum-Silver Deposit
The
potential of the IKE porphyry deposit was recognized by Amarc
during a review of porphyry occurrences located in underexplored
mineral belts in BC. Limited historical drilling indicated the
presence of a mineral system with characteristics favorable for an
economically viable porphyry Cu-Mo-Ag deposit, underlying a
significant area of gossanous material. Three historical drill
holes, located over approximately 220 m, had intersected long
continuous intercepts of chalcopyrite and molybdenite
mineralization with encouraging grades, for example:
Hole
11-1: 186 m of 0.41% CuEQ3 at 0.31% Cu, 0.022%
Mo, 1.9 g/t Ag and 0.01 g/t Au
Incl.:
58 m of 0.52% CuEQ at 0.39% Cu, 0.031% Mo, 1.9 g/t Ag and 0.02 g/t
Au
Hole
11-2: 120 m of 0.41% CuEQ at 0.31% Cu, 0.020% Mo, 3.3 g/t Ag and
0.01 g/t Au
Incl.:
32 m of 0.58% CuEQ at 0.42 % Cu, 0.028% Mo, 6.3 g/t Ag and 0.02g/t
Au
3
Conversion of
metals to an equivalent copper grade based on these metal prices is
relative to the copper price per unit mass factored by predicted
recoveries for those metals normalized to the copper recovery. The
net metal equivalencies for each metal are added to the copper
grade. The general formula for this is: CuEQ = Cu% + (Au g/t * (Au
recovery / Cu recovery) * (Au $ per oz/ 31.1034768) / (Cu $ per lb*
22.04623)) + (Ag g/t * (Ag recovery / Cu recovery) * (Ag $ per oz/
31.1034768) / (Cu $ per lb* 22.04623)) + (Mo % * (Mo recovery / Cu
recovery) * (Mo $ per lb / Cu $ per lb)). The estimated
metallurgical recoveries are conceptual in nature. There is no
guarantee that the metallurgical testing required to determine
metal recoveries will be done or, if done, the metallurgical
recoveries could be at this level.
-18-
There
was no follow up exploration until Amarc initiated
exploration.
Largely
co-incident magnetic, induced polarization (”IP”)
chargeability geophysics and geochemical talus fines anomalies,
together with geological alteration mapping defined an extensive 9
km2
hydrothermal system, into which Amarc has completed approximately
15,455 m of core drilling in 26 widely-spaced holes. This drilling
has confirmed the presence of a substantial body of porphyry
Cu-Mo-Ag mineralization with encouraging grades, over an area 1,200
m east-west by 1,000 m north-south, and over a vertical extent of
875 m depth, that remains open to expansion. For
example:
Hole
IK15010: 128 m of 0.43% CuEQ at 0.33% Cu, 0.022% Mo and 3.1 g/t
Ag
Incl.:
32 m of 0.58% CuEQ at 0.43% Cu, 0.032% Mo and 4.3 g/t
Ag
Hole
IK15013: 321 m @ 0.47% CuEQ at 0.32% Cu, 0.038% Mo and 3.2 g/t
Ag
Incl.:
124 m with 0.68% CuEQ at 0.43 % Cu, 0.063% Mo and 3.3 g/t
Ag
Like
many major porphyry deposits, the IKE deposit formed in a very
active, multi-stage hydrothermal system that was extensive and
robust. Geological mapping and logging of diamond drill core at IKE
indicate the deposit is hosted entirely by multi-phase intrusive
rocks. Its overall geological setting is similar to that of many
important porphyry belts along the Cordillera in North and South
America.
Core
observations and initial petrographic studies at IKE indicate that
the chalcopyrite and molybdenite mineralization occurs as fine to
relatively coarse, mostly discrete grains, mainly as disseminations
and less commonly in fractures and veins. Multi-element analyses
have returned consistently and unusually low concentrations of
metallurgically or environmentally deleterious elements. These
characteristics, and the generally low concentrations of pyrite at
IKE, suggest excellent potential to produce clean, good-grade Cu
and Mo concentrates by standard flotation processing.
Subject
to funding, the Company is planning an expanded phased drill
program at the IKE deposit with the goal of establishing a
NI-43-101 compliant resource, which will provide the basis for
initial future economic studies. The Company has the required
permits in hand for the proposed drill programs.
GECAP
New Gold-Rich Porphyry Copper and Replacement-Style Deposit
Potential
Having
recognized the potential of the IKE porphyry Cu-Mo-Ag deposit,
Amarc consolidate the IKE Project tenure. This included an
important 35 km2 sub-area of
the Project that straddles the coastal plutonic contact for
approximately 15 km. This area known as the GECAP has seen
exploration completed by several operators since the 1920’s.
Recent compilation and integration of useful historical information
from geochemical and geophysical surveys and also drilling,
permitted a rapid advancement in the understanding of the potential
hosted in the area and the recognition of significant porphyry
Cu±Au±Mo-Ag and Cu-Au- Ag replacement deposit targets.
Potential also exits for auriferous,
polymetallic/mesothermal-epithermal deposits.
Immediate GECAP
deposit targets for focused field-based exploration include, for
example, the:
●
Empress Cu-Au-Ag replacement deposit: a
significant body of good grade mineralization that is characterized
by both common high-grade intersections, and relatively good grade
continuity. For example the following historical dill holes
intercepted:
Hole
76-3: 76 m of 1.72% CuEQ3 at 0.92% Cu, 1.42
g/t and 4.7 g/t Ag
Incl.:
32 m of 1.89% CuEQ at 1.11% Cu, 1.39 g/t Au and 4.5 g/t
Ag
Hole
89-8: 106 m of 0.56% CuEQ at 0.35% Cu, 0.36 g/t Au, 1.5 g/t Ag and
0.003% Mo
Incl.:
22 m of 1.21% CuEQ at 0.69 % Cu, 0.91 g/t Au, 2.8 g/t Ag and 0.003%
Mo
Hole
90-21: 52 m of 1.79% CuEQ at 1.10% Cu, 1.21 g/t Au, 2.5 g/t Ag and
0.004% Mo
Incl.:
22 m at 2.52% CuEQ at 1.58% Cu, 1.67g/t Au, 2.5g/t Ag and 0.006%
Mo
Note
that in hole 76-3 above Mo was not analyzed for.
Significant
potential exits for a drill program to upgrade and expand the
mineralization which remains open.
-19-
●
Empress East Cu-Au±Ag replacement deposit
target: located approximately 1 km east of the Empress
deposit, limited historical drilling at Empress East intercepted
mineralization similar to that at the Empress deposit. For
example:
Hole
91-45: 50 m at 0.64% CuEQ3 of 0.46% Cu, 0.30
g/t Au, 1.0 g/t Ag and 0.002% Mo
The
limited historical drilling together with favorable IP
chargeability and magnetic geophysical features, suggest
significant potential exists with further drilling to enlarge the
known body of mineralization and to increase the grade at Empress
East.
●
Empress Gap Cu-Au±Ag replacement
target: occupies the 1 km gap between the Empress deposit
and the Empress East target where limited historical shallow
percussion and core drilling, with historical IP chargeability
data, suggest a clear opportunity to discover additional Cu-Au
mineralization. Drill testing of this underexplored prospective
target is required.
●
Granite porphyry Cu±Au±Mo-Ag
target: porphyry-style mineralization has been intersected
in limited and tightly collared historical drill holes suggesting
that Granite could be the source of the mineralizing fluids for the
proximal Empress deposit. For example:
Hole
91-49: 92 m at 0.38% CuEQ3 of 0.22% Cu, 0.23
g/t Au, 0.4 g/t Ag and 0.008% Mo
This
target has not been adequately tested and mineralization remains
open to expansion. Step-out drilling from the know mineralization,
including the testing of proximal magnetic and IP chargeability
high features is required.
●
Empress West Cu-Au±Ag replacement and
porphyry target: this extensive target extends more than 2
km to the west of the Empress deposit and has only been tested by
widely-spaced and shallow historical percussion holes, and a few
core holes. It exhibits the same geological setting to the Empress
area, and potential to discover additional Cu-Au mineralization is
indicated by the results of the historical drilling when combined
with magnetic and IP survey data, and also elevated
Cu±Au±Mo concentrations in soils. Modern IP and drilling
is required to test a series of targets.
●
Buzzer Cu-Au-Ag±Mo porphyry target:
porphyry-style mineralization intercepted in historical drilling
may indicate that the known Buzzer body of mineralization may be
the upper-most manifestation of a large underlying auriferous
porphyry Cu deposit. Historical drilling has intercepted, for
example:
Hole
DDH-3: 99 m of 0.58% CuEQ3 at 0.43% Cu and
0.042% Mo
Hole
X-3: 44 m at 1.14% CuEQ at 0.67% Cu, 0.50 g/t Au, 5.3 g/t Ag and
0.046% Mo
Incl.:
27 m at 1,51% CuEQ at 0.86% Cu, 0.72g/t Au, 6.6g/t Ag and 0.059%
Mo
Note
that in hole DDH-3 above Au was not analyzed for.
Consideration to
explore this possibility to depth with a > 500 m drill hole is
warranted.
●
Taylor-Windfall West
target: this target
is characterized by a strong IP chargeability anomaly located to
the west of the historical Taylor-Windfall epithermal Au mine and
could represent a lithocap to an underlying, or adjacent porphyry
Cu±Au-Ag±Mo deposit. The target warrants additional IP
and drill testing.
The
GECAP has excellent potential for expansion of the Empress deposit
and for discovery of new Cu‐Au resources in the project area.
Subject to financing Amarc is planning an integrated program to
test the economic potential of the GECAP, which will include
drilling the high potential drill-ready targets while survey work
progresses on other promising targets to bring them to a drill
ready status. The Company has the required drill and IP permits in
hand for the proposed work program.
IKE
District Porphyry and Epithermal Targets
The IKE
District hosts several known centres of porphyry Cu mineralization
(Rowbottom, Mad Major- OMG) and Au-Ag epithermal mineralization
(Battlement, Mewtwo) that exist outside of, but in proximity to and
between, the IKE deposit and GECAP areas. Limited exploration by
historical operators and/or Amarc indicates
that further survey work followed by drilling is warranted at these
targets. The Company has the permits in hand for the potential work
program.
-20-
At
Rowbottom, Cretaceous porphyry-style Cu-Mo-Au mineralization and
alteration is intermittently exposed along 550 m of Rowbottom
creek, and spatially associated with an extensive 1.3 km by 1.0 km
IP chargeability anomaly that remains open for further surveying.
Limited historical shallow percussion drilling returned good Cu and
Mo grades (Au and Ag were not analysed for), and a single core hole
completed by Amarc confirmed the presence of Au and Ag. Historical
drill intercepts include for example:
Hole
S-64: 49 m of 0.51% CuEQ3 at 0.49% Cu and
0.007% Mo
Hole
S-24: 43 m of 0.40% CuEQ at 0.28% Cu and 0.032% Mo
The
Amarc core hole intersected significant intervals of porphyry Cu-Mo
mineralization hosting elevated Ag and Au values, which are cut by
a number of post mineral dykes and returned:
RB17001:
66 m of 0.38% CuEQ3 at 0.29% Cu, 0.006%
Mo, 0.08 g/t Au and 4.1 g/t Ag
and:
21 m of 0.43% CuEQ at 0.38% Cu, 0.007% Mo and 4.3 g/t
Ag
An
historical soils grid along with both the historical and Amarc IP
chargeability anomalies suggest that a larger system could be
present, warranting further drilling both laterally and to depth in
order to determine the geometry and grade distribution of the
Rowbottom deposit target.
The Mad
Major-OMG is a Late Cretaceous to Paleocene porphyry
Cu-Mo-Ag±Au target area. It extends over approximately 23
km2 area of highly anomalous
stream sediment geochemistry and gossanousridges. Amarc’s
exploration, and that of historical operators, has defined several
large IP chargeability and magnetic geophysical, talus fines and
soils geochemical and geological alteration mapping anomalies that
remain to be adequately drill tested. Amarc has completed only
eight very wide-spaced core holes into the target, and the source
of the IP and geochemical anomalies is yet to be determined.
Additional survey work and drilling is warranted.
Although not the
focus of Amarc’s exploration, epithermal potential exits on
the IKE Project. For example, at both Battement and Mewtwo
reconnaissance stage exploration suggests a geological environment
that is permissive for either, or both, a porphyry or
epithermal-type deposits. Further exploration is warranted at both
targets.
Collectively the
IKE deposit, GECAP and IKE District target areas as described
warrant substantial exploration programs.
IKE
Project Capped Royalties
Amarc
has a 100% interest in the IKE, Granite, Juno and Galore
Properties, which make up the IKE Project. The mineral claims
comprising the Juno Property were staked and are owned 100% by the
Company.
In July
2014, Amarc acquired a 100% interest in the IKE property from
Oxford Resources Inc. (“Oxford”, formerly Highpoint
Exploration Inc.). At that time Oxford’s ownership interest
was converted to a 1% 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.
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.
-21-
On
September 3, 2015, Amarc entered into an agreement (the
"Agreement") with Thompson Creek (now a wholly owned subsidiary of
Centerra) pursuant to which Thompson Creek could acquire, through a
staged investment process within five years, a 30% ownership
interest in mineral claims and crown grants covering the IKE
Project. Under the terms of the Agreement, Thompson Creek also
received an option, after acquiring its 30% interest, to acquire an
additional 20% interest in the IKE Project, subject to certain
conditions, including the completion of a Feasibility Study. On
January 11, 2017, Amarc announced that Thompson Creek, having been
acquired by Au-focused Centerra, relinquished its option to earn up
to a 50% interest in the IKE Project. Thompson Creek had a 10%
participating interest in the IKE Project by investing $6 million
in exploration programs undertaken in 2015 and 2016, and elected to
exchange its participating interest for a 1% Conversion NSR royalty
from mine production, which is capped at a total of
$5 million. As a
result, Amarc re-acquired 100% interest in the IKE
Project.
The
DUKE Project
Amarc’s 100%
owned DUKE Project is located 80 km northeast of Smithers within
the Babine District (the “District”), one of BC’s
most prolific porphyry Cu-Au belts. The District, a 40 by 100 km
north- northwesterly striking mineralized belt is host to Noranda
Mines’ past producing Bell and Granisle copper- gold mines
that produced a total of 1.1 billion pounds of Cu, 634,000 ounces
of Au and 3.5 million ounces of Ag4, and the advanced
stage Morrison Cu-Au deposit. Amarc’s DUKE porphyry Cu
discovery is located 30 km north of the Bell Mine. Extensive
infrastructure exists in the District, which primarily relates to
the forestry industry but also dates back to mining
activity.
The 704
km2 DUKE
Project includes both the DUKE porphyry Cu deposit target discovery
(“DUKE”) and a series of high potential porphyry Cu-Au
deposit targets generated form the Company’s district-scale
targeting program.
Porphyry
Copper Expansion Potential at the Duke Deposit Target
The
porphyry Cu system at DUKE has seen only limited drilling. Many of
the 30 historical shallow and closely-spaced core holes intersected
and ended in significant Cu-Mo-Ag-Au mineralization. In the main
area of known mineralization, these holes extended to only 124 m
vertical depth from surface. Examples of the intercepts from
are:
Hole
71-14: 87 m of 0.52% CuEQ3 at 0.40% Cu, 0.021%
Mo, 2.2 g/t Ag and 0.05 g/t Au
Incl.:
40 m of 0.61% CuEQ at 0.48% Cu, 0.023% Mo, 2.6 g/t Ag and 0.07 g/t
Au
Hole
70-02: 113 m of 0.38% CuEQ at 0.30% Cu, 0.012% Mo, 1.1 g/t Ag and
0.06 g/t Au
Incl.:
12 m of 0.50% CuEQ at 0.41% Cu, 0.010% Mo, 1.6 g/t Ag and 0.09 g/t
Au
The
historical drilling was centered within a restricted part of a
robust, 3 km north-south by 1 km east-west historical IP
chargeability anomaly, which is thought to have been offset by
faulting. When reconstructed, this IP chargeability anomaly has a
classic donut shape (see figures provided in May 6, 2020 news
release) that was the target of Amarc’s eight core holes
completed in 2017 through 2018 (see December 19, 2017 and June 12,2018 news releases). Seven of the eight core holes drilled over an
area measuring approximately 400 m north-south by 600 m east-west
successfully intersected porphyry Cu-style mineralization to a
vertical depth of 360 m. This mineralization remains open to
expansion. Select intercept examples include:
Hole
DK18002: 102 m of 0.31% CuEQ3 at 0.22% Cu, 0.014%
Mo, 1.3 g/t Ag and 0.06 g/t Au
Hole
DK18005: 147 m of 0.40% CuEQ 0.27% Cu, 0.028% Mo, 1.1 g/t Ag and
0.05 g/t Au
Incl.:
20 m of 0.62% CuEQ at 0.45% Cu, 0.033% Mo, 2.0 g/t Ag and 0.06 g/t
Au
Hole
DK18006: 58 m of 0.45% CuEQ at 0.34% Cu, 0.015% Mo, 1.5 g/t Ag and
0.059 g/t Au
4
MINFILE Number 093L
146 and 093M 001 MINFILE Production Detail Report, BC Geological
Survey, Ministry of Energy and Mines, BC.
-22-
Notably, a single
step-out hole (DK18004) completed by Amarc more than 1 km to the
north of the seven other Amarc holes, and within the displaced
portion of the IP chargeability anomaly, intersected substantial
lengths of moderate to low grade Cu and Mo mineralization,
confirming a very extensive lateral dimension to the DUKE porphyry
Cu system. Subject to financing Amarc is currently planning how
best to undertake the drilling required to delineate the geometry
and grade distribution of its DUKE discovery in order to inform a
mineral resource estimate and related studies. The Company has the
permit in hand tocommence potential works.
New
Duke District Porphyry Copper-Gold Targets
Appreciating the
Cu-Au prospectivity of the Babine District and its relatively
unexplored nature due to widespread glacial cover (4 m to 18 m
thick in the Amarc DUKE discovery drill holes), Amarc has completed
a comprehensive compilation of government and historical data over
the entire 704 km2 DUKE Project. This
integrated study provided a new interpretation of the geological,
geochemical and geophysical characteristics of the Babine District,
identifying 12 previously unrecognized high potential porphyry Cu-
Au deposit targets. These target areas were defined, for example,
by anomalous Cu-Au-Mo-Ag (and other porphyry indicator elements)
till geochemistry, till samples with identified grains of bornite,
chalcopyrite and/or favorable biotite feldspar porphyry, compelling
up-ice magnetic geophysics features, and indications of structural
control along faults emanating from large deep-seated regional
structures that likely controlled the emplacement of the
prospective intrusions, along with numerous other scientific
vectors.
Regionally, Amarc
is planning for initial, focused ground surveys taking advantage of
extensive logging road networks across the property. These surveys
would be followed by RC drilling that would test prioritized
targets for the presence of potential porphyry Cu mineralized
systems below cover and, where a deposit target is confirmed core
drilling to determine the extent, grade and geometry of the
mineralized system. The Company has an IP permit in hand to
commence these works.
DUKE
Project Royalties
Amarc
holds 100% interest in the DUKE Project free of any
royalty.
The
JOY Project
Amarc’s
100%-owned 482 km2 JOY Project covers
the northern extension of the prolific Kemess porphyry Cu-Au
district (the “Kemess District”) in the Toodoggone
region of north-central BC (see figures provided in May 15, 2020
news release). The Kemess District is well-known to Amarc’s
technical team through their association with Hunter Dickinson Inc.
(“HDI”); its members are credited as being the first to
recognize the District’s true porphyry potential –
acquiring both the early-stage Kemess North and Kemess South
prospects and advancing them to significant porphyry Cu-Au
deposits, before selling the projects to a predecessor of Northgate
Minerals (“Northgate”). Northgate went on to develop
the Kemess South mine (BC’s third largest Au producer),
producing three million ounces of Au, and 750 million pounds of Cu
over a 13-year period to 20115. The southern area
of the Kemess District, now owned by Centerra, includes the
government-approved Kemess Underground Project (the deeper
higher-grade extension of the Kemess North deposit), the advanced
stage Kemess East deposit as well as the mined-out Kemess South
deposit. The resource road that services Centerra’s deposits
and the historical Lawyers and Shasta Au-Ag mines, also provides
access to Amarc’s JOY Project.
The
PINE deposit and MEX deposit target on the JOY Project have seen
several phases of historical drilling. Work by Amarc has identified
significant expansion potential at both that requires drill
testing. In addition, Amarc has defined seven large (approximately
1 to 8 km2), high potential
porphyry Cu-Au exploration target areas, each of which hosts
multiple targets that are either drill-ready, or can rapidly be
brought up to a drill ready status by the completion of focused
surface surveys. A highly effective targeting strategy was achieved
by combining and interpreting information from the Company’s
exploration surveys and extensive historical datasets. These
datasets include results from soil geochemical sample grids,
airborne magnetics and IP geophysical surveys, geological and
alteration mapping and historical drilling. The large historical
soils geochemical database (6,390 samples) was particularly
useful.
SRK Consulting
(Canada) Inc. 2013. NI 43-101 Technical Report on the Kemess
Underground Project, British Columbia, Canada, AuRico Metals Ltd.,
SEDAR.
-23-
New Porphyry Copper-Gold Potential at PINE and MEX
The
PINE deposit is a northeast-trending, 2.5 km-long porphyry Cu-Au
mineralized system locatedwithin an underexplored 6 km2 area of strong hydrothermal alteration,
as defined by IP chargeability, alteration mapping and limited
historical drilling. At the PINE deposit, shallow historical
drilling (most holes record less than 175 m vertical penetration)
indicates that mineralization is open both laterally and to depth,
with many of the holes ending in mineralization and some showing a
downhole increase in Cu and Au grades (see figure provided in May15, 2020 news release). Examples of the historical results
are:
Hole
P97-08: 141 m of 0.46% CuEQ3 at 0.17% Cu, 0.49
g/t Au, 2.0 g/t Ag and 0.001% Mo
Hole
92-40: 85 m of 0.55% CuEQ at 0.14% Cu, 0.73 g/t Au, 0.6 g/t Ag and
0.002% Mo
Hole
93-44: 82 m of 0.42% CuEQ at 0.12% Cu, 0.52 g/t Au, 1.1 g/t Ag and
0.003% Mo
In
addition to the delineated drill-ready targets at PINE, untested
areas of high IP chargeability and/or soil geochemistry lie between
the widely-spaced historical holes and extend outward laterally,
with the majority of the surrounding 6 km2 area of strong hydrothermal alteration
remaining to be fully explored.
Similarly, at the
MEX deposit target widely-spaced historical drilling indicates that
the system remains open both laterally and to depth.
Newly
Identified Porphyry Copper-Gold Targets
The MEX
Cluster, located between the PINE and MEX mineralized systems,
includes a series of new targets (see figure provided in May 15,2020 news release), that are characterized by coincident anomalies
defined by geochemical, geophysical and mapping surveys. These new,
well-defined targets are a priority for early drill
testing.
Additional surface
surveys are planned to prepare emerging drill targets at the Canyon
South, Twins, SW Takla, Central Takla and the North Finley target
areas for drilling. For example at Canyon South, a 1 km wide
high-contrast >28 mV/V core of a 2 km-wide >18 mV/V IP
chargeability anomaly closely coincides with a 500 m diameter
magnetic high that is possibly related to an unidentified, and
potentially mineralized, porphyry stock. Notably, two historical
drill holes: PIN09-15, which encountered 11.43 g/t Au over 3 m, and MEX12-013,
which recorded 0.05% Cu and 0.18
g/t Au over 62.3 m are located on the periphery of the
Canyon South target and on the opposite sides of the open 2 km-wide
IP chargeability anomaly. Such an occurrence of Au ± Cu could
be related to the outer regions of a porphyry system. A new IP
survey is proposed to expand the coverage of the historical IP to
define the full extent of the chargeability anomaly in preparation
for drill testing.
Amarc
is planning the next phase of the JOY Project exploration to
include core drill testing of drill-ready targets, undertaken
concurrently with low-cost surface exploration work to efficiently
bring the latter new exploration targets up to a drill-ready
status. The Company has permits in hand to commence the proposed
works.
JOY
Project Royalties
The
100% Amarc owned JOY Project comprises the JOY, PINE and Paula
properties, and also the STAKED Claims. The mineral claims
comprising the STAKED Claims were staked and are owned 100% by the
Company.
On
November 21, 2017, Amarc acquired 100% interest in the 7,200 Ha JOY
property from United Minerals Services Ltd., a private vendor. The
JOY property is subject to an underlying NSR royalty from
production to a former owner, which is capped at $3.5
million.
On
August 29, 2017, Amarc announced that it had concluded option
agreements with each of Gold Fields Toodoggone Exploration
Corporation (“Gold Fields”) and Cascadero Copper
Corporation ("Cascadero"), which at that time held the PINE
property in a 51%:49% joint venture, that enabled Amarc to purchase
100% of the property. On December 31, 2018, Amarc completed the
purchase of Cascadero’s 49% interest in the PINE Property
(Amarc MD&A December 31, 2018). Further on December 9, 2019,
Amarc announced that it had reached an agreement with Gold Fields
to amend the option agreement between the parties and purchased
outright the remaining 51% of the PINE property from Gold Fields
(Amarc news release, December 9, 2019).
Gold
Fields retains a 2.5% NPI royalty on mineral claims comprising
about 96% of the PINE property and a 1% NSR royalty on the balance
of the claims. The NPI royalty can be reduced to 1.25% at any time
through the payment to Gold Fields of $2.5 million in cash or
shares. The NSR royalty can be reduced to 0.50% through the payment
to Gold Fields of $2.5 million in cash or shares.
-24-
The
PINE property is subject to a 3% underlying NSR royalty payable
from production to a former owner and capped at $5 million payable
from production (Amarc November 21, 2017 news
release).
In
November 2019 Amarc entered into a purchase agreement with two
prospectors to acquire 100% of a single mineral claim, called the
Paula property, located internal to the wider JOY Project tenure
(Amarc MD&A December 31, 2019). The claim is subject to a 1%
NSR royalty payable from commercial production that is capped at
$0.5 million.
Other
Properties
Amarc’s focus
with respect to its Newton project is to work towards venturing it
out to a third party to further advance exploration.
The Newton Property
Amarc
made a drill discovery at its 100% owned Newton bulk-tonnage Au-Ag
project in late 2009 and subsequently conducted exploration and
delineation drilling at the deposit until June 2012.
An
initial mineral resource estimate announced in September 2012,
based on 24,513 m of core drilling in 78 holes completed up to June30, 2012, confirms that Newton is a significant bulk tonnage Au
discovery that remains open to further expansion. At a 0.25 g/t Au
cut-off, Inferred Mineral Resources comprise 111.5 million
tonnes grading 0.44 g/t Au and 2.1 g/t Ag, containing 1.6 million
ounces of Au and 7.7 million ounces of Ag.
Inferred Mineral
Resources at various cut-off grades are summarized in the table
below.
NEWTON
GOLD PROJECT – INFERRED MINERAL RESOURCES
Cut-Off
Grade
Size
Grade
Contained
Metal
(g/t
Au)
Tonnage
(000 t)
Gold
(g/t)
Silver
(g/t)
Gold
(000 oz)
Silver
(000 oz)
0.20
147,069
0.38
1.9
1,818
8,833
0.25
111,460
0.44
2.1
1,571
7,694
0.30
85,239
0.49
2.4
1,334
6,495
0.35
65,384
0.54
2.7
1,130
5,635
0.40
49,502
0.59
2.9
938
4,596
Notes:
1.
CIM definitions
were followed for this mineral resource estimate. An "Inferred
Mineral Resource" is that part of a Mineral Resource for which
quantity and grade or quality can be estimated on the basis of
geological evidence and limited sampling and reasonably assumed,
but not verified, geological and grade continuity. The estimate is
based on limited information and sampling gathered through
appropriate techniques from locations such as outcrops, trenches,
pits, workings and drill holes.
2.
Inferred Mineral
Resources were estimated using a long-term gold price of US$1,750
per ounce, a long-term silver price of US$25 per ounce, and a
US$/C$ 1.00 exchange rate.
3.
Bulk density is
2.71 tonnes per cubic metre.
4.
Numbers may not add
due to rounding.
5.
The Effective Date
of the Mineral Resource is July 4, 2012; the Effective Date being
defined as the date when Roscoe Postle Associates Inc. was in
receipt of full data which informed the resource.
The
Newton Inferred Mineral Resources were prepared using
geostatistical methods by technical staff at HDI and audited by
geological and mining consultants at Roscoe Postle Associates Inc.
under the direction of Reno Pressacco, P. Geo., an independent
Qualified Person. Sample preparation and analysis of drill core
samples from Newton were completed at the ISO 9001:2008 accredited
and ISO-IEC 17025:2005 accredited Acme
Analytical Laboratories (Vancouver) Ltd. A technical report
providing further details of the estimate is available on the
Company’s profile on www.sedar.com.
-25-
The
current Newton Resource extends over an area of approximately 800 m
by 800 m and to a depth of 560 m, and is open to expansion to the
northwest, west and to depth. It is located within the southeast
segment of an extensive 7 km2 sulphide system that
is characterized by widespread Au enrichment indicating good
potential for the development of substantial additional resources.
This large, fertile mineral system extends well beyond the limits
of the current resource and is largely concealed under shallow
cover.
Newton
exhibits key characteristics that typify significant hydrothermal
Au deposits. The deposit lies within a large, Au-enriched
epithermal system that formed approximately 72 million years ago
contemporaneously with felsic volcanic and intrusive rocks, which
were emplaced into a structurally-active graben environment. Gold,
Ag and associated base metal mineralization was precipitated with
extensive zones of strong quartz-sericite alteration. The
alteration types, metal associations and geological setting at
Newton are nearly identical to those which characterize several
major intrusion-related epithermal Au deposits in BC –
including the important Blackwater-Davidson, and Snowfields
deposits.
Exploration and
resource expansion potential are clearly indicated at Newton by the
large scale of the hydrothermal system, the structurally- and
magmatically-active nature of the geological setting at the time of
mineralization, the intensity of the hydrothermal alteration and
the strong, widespread metal anomalies that have been confirmed by
widely-spaced wildcat drilling. In addition, the Newton deposit
occupies only one portion of an extensive IP geophysics
chargeability anomaly. It is important to note that, beyond the
currently delineated Newton Resource, anomalous concentrations of
metals have been intersected in almost all exploration holes
drilled on the property. Large portions of the system remain
untested or have been tested only by widely-spaced reconnaissance
drilling.
Amarc's
Newton property is located some 100 km west of the City of Williams
Lake, BC, in a region characterized by gently rolling hills and
other characteristics favorable for project development. The
district is well served by existing transportation and power
infrastructure and a skilled workforce, which support a number of
operating mines, as well as late-stage mineral development and
exploration projects.
Newton
Property Royalties
Amarc
holds a 100% interest in the Newton Property. Newton Gold Corp.
holds a 5% NPI royalty. In addition, the mineral claims defined in
an underlying agreement are subject to a 2% NSR royalty, which
royalty may be purchased by Amarc for $2 million at any time.
Advance NSR royalty payments of $25,000 per annum commenced on
January 1, 2011.in
C.
ORGANIZATIONAL
STRUCTURE
The
Company has one subsidiary, 1130346 B.C. Ltd. (“Amarc
Subco”), incorporated under the laws of British Columbia,
Canada. Amarc Subco is a wholly-owned subsidiary of the Company
incorporated for the purpose of entering into an option agreement.
As at March 31, 2020, the Amarc Subco did not have any asset,
liability, income, or expense.
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.
ITEM
5
OPERATING AND FINANCIAL REVIEW AND
PROSPECTS
OVERVIEW
Amarc
is a mineral exploration company with a portfolio of active
exploration projects located in British Columbia, 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.
-26-
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 Mineral 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.
Mineral 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.
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.
The
Company recorded a net loss of $1,254,000 during 2020 compared to a
net loss of $1,949,000 during 2019. The decrease in net loss was
mainly due to a decrease in both exploration and evaluation
expenses, net of METC, and general and administration
expenses.
($
000’s)
2020
2019
Discussion
Exploration and
evaluation, net of METC
664
5,390
Exploration
activity during the 2020 and 2019 period was focused on the IKE and
JOY Projects’ drilling and related field programs. The
exploration activity during the 2020 period was lower due to
decreased exploration activity as discussed in this Annual
Report.
Administration
856
914
Administration
expenses decreased during the 2020 period due to decreased
administration activities in support of the Company’s IKE and
JOY Projects.
Interest expense on
loans payable to director
106
90
Interest incurred
on loans provided by a director. Interest expense increased during
the 2020 period due to new addition of loan advance.
Amortization of
finance charges
109
130
The
amount relates to a loan bonus through the issuance of share
purchase warrants to a director. Relates to loan provided by the
director in November 2014.
Equity
settled share-based compensation
42
–
During
fiscal 2020, there were 500,000 share- purchased options granted in
October 2019 vested.
The
Company recorded a net loss of $1,949,000 during 2019 compared to a
net loss of $2,072,000 during 2018. The decrease in net loss was
mainly due to a decrease in both exploration and evaluation
expenses, net of METC, and general and administration
expenses.
($
000’s)
2019
2018
Discussion
Exploration and
evaluation, net of METC
5,390
6,686
Exploration
activity during the 2019 and 2018 period was focused on the IKE and
JOY Projects’ drilling and related field programs. The
exploration activity during the 2019 period was lower due to
decreased exploration activity as discussed in this Annual
Report.
Administration
914
1,053
Administration
expenses decreased during the 2019 period due to decreased
administration activities in support of the Company’s IKE and
JOY Projects.
Interest expense on
loans payable to director
90
128
Interest incurred
on loans provided by a director. Interest expense decreased during
the 2019 period due to partial repayment of the principal amounts
on the loan outstanding.
Amortization of
finance charges
130
433
The
amount relates to a loan bonus through the issuance of share
purchase warrants to a director.
Relates
to loan provided by the director in November 2014.
The
Company recorded a net loss of $2,072,000 during 2018 compared to a
net loss of $1,043,000 during 2017. The increase in net loss was
mainly due to an increase in both exploration and evaluation
expenses, net of METC, and general and administration
expenses.
($
000’s)
2018
2017
Discussion
Exploration and
evaluation, net of METC
6,686
2,926
Exploration
activity during the 2018 period was focused on the IKE and JOY
Projects’ drilling and related field programs. The
exploration activity during 2017 was focused primarily on the IKE
Project’s drilling and related field programs. The
exploration activity during the 2018 period was higher due to
increased exploration activity as discussed in this Annual
Report.
Administration
1,053
732
Administration
expenses increased during the 2018 period due to increased
administration activities in support of the Company’s IKE and
JOY Projects.
Interest expense on
loans payable to director
128
137
Interest incurred
on loans provided by a director. Interest expense decreased during
the 2018 period due to partial repayment of the principal amounts
on the loan outstanding during the period.
Amortization of
finance charges
433
203
The
amount relates to loan bonus through the issuance of share purchase
warrants to a director. Relates to loan provided by the director in
November 2014 and September 2015.
Loss on
disposition of AFS financial assets
1
15
The
Company routinely disposed of some of its marketable securities
during 2018 and 2017.
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
At
March 31, 2020, the Company had a cash balance of approximately
$249,000 and working capital deficiency of approximately $641,000,
which was primarily due to a director’s loan of $300,000 due
in August 2020 that was reclassified as a current liability and the
increase in the related party balances from
$223,000 at March31, 2019 to $591,000 at March 31, 2020. The Company is in
discussions with regards to an extension of the loan. The Company
plans its cash spending based on availability of
funds.
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.
-29-
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 sole source of funding has been provided from the sale of
equity securities for cash, primarily through private placements to
sophisticated investors and institutions. 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.
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 are shown in
the table below:
Other
Long-term Liabilities Reflected on the Company's Balance Sheet
under IFRS
–
–
–
–
–
Total
$
1,300,000
$
300,000
$
–
$
1,000,000
$
–
The
Company has no capital (finance) lease obligations, no operating
lease obligations, no purchase obligations, or other long-term
liabilities.
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
Chairman of the
Board and Director
April
1993
Diane
Nicolson(2)
1965
President, CEO and
Director
January
2008
Sebastian
Tang(4)
1976
Chief
Financial Officer
July
2020
Trevor
Thomas
1967
Secretary
February
2008
(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.
(2)
In February 2019,
Diane Nicolson was appointed as CEO of the Company.
(3)
In January 2019,
Michael Lee was appointed as CFO of the Company.
The
following is biographical information on each of the persons listed
above:
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.
-31-
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
Northcliff
Resources Ltd.
Director
June
2011
Present
Rathdowney
Resources Ltd.
Director
March
2011
Present
Taseko
Mines Limited
Director
February
2001
June
2015
Quadro
Resources Ltd.
President and
Director
June
1986
Present
Mineral
Mountain Resources Ltd.
Director
December
2014
Present
Vatic
Ventures Corporation
Director
January
2011
Present
Scott
Cousens – Director
Scott
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
Heatherdale
Resources Ltd.
Chairman and
Director
November
2009
June
2017
Northcliff
Resources Ltd.
Director
May
2012
Present
Northern Dynasty
Minerals Ltd.
Director
June
1996
February
2016
Quartz
Mountain Resources Ltd.
Chairman and
Director
November
2012
June
2017
Rathdowney
Resources Ltd.
Director
June
2011
September
2016
Robert
Dickinson, B.Sc., M.Sc. – Chairman of the Board and
Director
Robert
Dickinson is an economic geologist who serves as a member of
management of several mineral exploration companies, primarily
those for whom Hunter Dickinson Services Inc. 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 Hunter
Dickinson Services Inc. He is also President and Director of United
Mineral Services Ltd., a private resource company. He also serves
as a Director of the BC Mining Museum and a Trustee of the BC
Mineral Resources Education Program.
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
Chairman
April
2004
Present
Heatherdale
Resources Ltd.
Director
November
2009
Present
-32-
Company
Positions
Held
From
To
Northcliff
Resources Ltd.
Director
June
2011
Present
Northern Dynasty
Minerals Ltd.
Director
June
1994
Present
Chairman
April
2004
Present
Quartz
Mountain Resources Ltd.
Director
December
2011
February
2019
Taseko
Mines Limited
Director
January
1991
Present
Diane
Nicolson, PhD – President, Chief Executive Officer and
Director
Diane
Nicolson has a B.Sc. degree in geology from the University of
London, a PhD in economic geology from the University of Wales and
20 years international experience in the exploration and mining
industry. She has worked for both major and junior mining
companies, including Rio Tinto, Minera Antamina, Noranda and
Cambior. Over the past 10 years, she has been involved primarily
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 Hunter Dickinson in 2007 as a member of the global
business development team and is responsible for management,
strategic planning and new project development for Amarc Resources
Ltd.
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.
Director
June
2017
Present
President
November
2014
Present
Chief
Executive Officer
February
2019
Present
Executive Vice
President
September
2012
November
2014
Mirasol
Resources Ltd.
Director
March
2019
Present
Sebastian
Tang – Chief Financial Officer
Sebastian Tang is
Chartered Professional Accountant (CPA CA) with more than 15 years
of professional experience in accountancy and financial reporting.
He previously held positions with professional services firms Ernst
& Young providing financial auditing services to companies in
Asia and the Americas.
Company
Positions
Held
From
To
Lucky
Minerals Inc.
Chief
Financial Officer
May
2019
March
2020
Global
Hemp Group
Chief
Financial Officer
May
2020
Present
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.
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
Northern Dynasty
Minerals Ltd.
Secretary
February
2008
Present
-33-
Company
Positions
Held
From
To
Curis
Resources Ltd.
Secretary
June
2013
November
2014
Heatherdale
Resources Ltd.
Secretary
June
2013
Present
Mineral
Mountain Resources Ltd.
Director
September
2016
Present
Northcliff
Resources Ltd.
Secretary
June
2011
Present
Quadro
Resources Ltd.
Director
July
2017
Present
Quartz
Mountain Resources Ltd.
Secretary
June
2013
Present
Director, President
and Chief Executive Officer
February
2019
Present
Rathdowney
Resources Ltd.
Secretary
March
2011
Present
Taseko
Mines Limited
Secretary
July
2008
Present
B.
COMPENSATION
During
the Company's financial year ended March 31, 2020, the aggregate
cash compensation paid or payable by the Company to its directors
and senior officers was $217,000.
Diane
Nicolson, President and Chief Executive Officer, Ronald W.
Thiessen, Former Chief Executive Officer, Sebastian Tang, Chief
Financial Officer, Michael Lee, Former Chief Financial Officer, and
Luqman Khan, Former Chief Financial Officer are each a Named
Executive Officer (“NEO”) of the Company for the
purposes of the following disclosure.
The
compensation paid to the NEOs during the Company's most recently
completed financial year of March 31, 2020 is as set out below and
expressed in Canadian Dollars:
Name
and
principal
position
Year
Salary
($)
Share-
based
awards
($)
Option-
based
awards
($)
Non-equity
incentive
plan
compensation
($)
Pension
value
($)
All
other
compen-
sation
($)
Total
Compen-
sation
($)
Annual
incent-
ive
plans
Long-
term
incent
-ive
plans
Diane
Nicolson
President and Chief
Executive Officer, Director (2)
2020
$195,000
Nil
Nil
Nil
Nil
Nil
Nil
$195,000
2019
$213,000
Nil
Nil
Nil
Nil
Nil
Nil
$213,000
2018
$200,000
Nil
Nil
Nil
Nil
Nil
Nil
$200,000
Ronald
Thiessen
Chief
Executive Officer
(1) (2)
2020
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
2019
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
2018
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Sebastian
Tang
Chief
Financial Officer (1) (4)
2020
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Michael
Lee
Chief
Financial Officer (1)(3)
2020
$22,000
Nil
Nil
Nil
Nil
Nil
Nil
$22,000
2019
$3,000
Nil
Nil
Nil
Nil
Nil
Nil
$3,000
Luqman
Khan
Chief
Financial Officer (1) (3)
2020
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
2019
$16,000
Nil
Nil
Nil
Nil
Nil
Nil
$16,000
2018
$18,000
Nil
Nil
Nil
Nil
Nil
Nil
$18,000
Notes:
(1)
Mr. Thiessen, Mr.
Tang, Mr. Lee, and Mr. Khan did not serve the Company on a
substantially full-time basis.
(2)
Mr. Thiessen was
replaced as CEO in January 2019 by Dr. Nicolson.
(3)
Mr. Khan was
replaced as CFO in January 2019 by Mr. Lee.
(4)
Mr. Lee was replaced as CFO in July 2020 by Mr.
Tang.
-34-
Pension
Plan Benefits
The
Company has no pension or deferred compensation plans for its
directors, officers or employees.
Termination
and Change of Control Benefits
There
are no compensatory plan(s) or arrangement(s), with respect to the
Named Executive Officer resulting from the resignation, retirement
or any other termination of employment of the officer's employment
or from a change of the Named Executive Officer's responsibilities
following a change in control.
Director
Compensation
The
compensation provided to the directors, excluding a director who is
already set out in disclosure for a NEO for the Company's most
recently completed financial year of March 31, 2020 is as set out
below:
Name
Fees
earned
($)
Share-
based
awards
($)
Option-
based
awards
($)
Non-equity
incentive
plan
compensation
($)
Pension
value
($)
All
other
compensation
($)
Total
($)
Rene G.
Carrier (2)
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Barry
Coughlan
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Scott
Cousens
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Robert
Dickinson (1)
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Jeffrey
Mason (3)
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Notes:
(1)
Pursuant to the
Corporate Services Agreement with Hunter Dickinson Services Inc.,
compensation for Mr. Dickinson is allocated to the Company on the
basis of estimated time spent in respect of the Company's
business.
(2)
Mr. Carrier
resigned as a director of the Company in November
2018.
(3)
Mr. Mason resigned
as a director of the Company in April 2018.
C.
BOARD
PRACTICES
All of
the Company's directors were elected at the annual general meeting
of shareholders held on November 21, 2019. 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.
-35-
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.
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 project 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.
4.
Ethical Business Conduct
The
Board has adopted an ethics policy which is 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 considers its size each year when it considers the number of
directors required, taking into account the number required to
carry out the Board's duties effectively and to maintain a
diversity of views and experience.
The
Board does not have a nominating committee, and these functions are
currently performed by the Board as a whole. However, if there is a
change in the number of directors required by the Company, this
policy will be reviewed.
6.
Compensation
The
Board determines the compensation for independent directors and
executives.
7.
Other Board Committees
The
Board has no compensation or other committees, other than the audit
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.
-36-
Audit
Committee
The Audit Committee's Charter
The
audit committee has adopted a charter that sets out its mandate and
responsibilities. 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 Cousens, Diane Nicolson and Barry Coughlan. All members are
financially literate. Messrs. Cousens and Coughlan are
independent.
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;
●
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
●
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 British Columbia 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 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.
-37-
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.
Security
Holdings of Directors and Senior Management
As at
March 31, 2020, the directors and officers of Amarc, and their
respective affiliates, directly and indirectly, own or control as a
group an aggregate of 28,939,541 common shares (16.48%), or
46,939,541 (24.25%) on a diluted basis.
As at
March 31, 2020, the Company's directors and senior management
beneficially own the following number of the Company's common
shares and share purchase options:
Name
of Insider
Securities Beneficially Owned or Controlled (1)
As a % of the outstanding common shares
Barry
Coughlan (3)
86,000
common shares
0.05%
Scott
D. Cousens (3)
148,300
common shares
0.08%
Robert
A. Dickinson (2)
27,857,241 common
shares
16,000,000 share
purchase warrants
15.86%
Diane
Nicolson (3)
718,000
common shares
2,000,000 share
purchase options
0.41%
Michael
Lee
Nil
common shares
0.00%
Sebastian
Tang
Nil
common shares
0.00%
Trevor
Thomas
130,000
common shares
0.07%
Total
28,939,541
common shares
16,000,000
purchase warrants
2,000,000
share purchase options
16.48%
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.
(2)
Certain of these
common shares are beneficially owned through private companies
controlled by Mr. Dickinson, and a Registered Retirement Saving
Plan (RRSP) owned by Mr. Dickinson.
(3)
Member of the audit
committee.
-38-
Share
Option Plan
As of
the date of this document, there were 2,000,000 options outstanding
pursuant to the Company's share option plan (the
“Plan”), described below, and an aggregate of
15,560,289 common shares remained available for issuance pursuant
to the Plan, described below.
Share Incentive Plan
In
order to provide incentive to directors, officers, employees,
management and others who provide services to the Company to act in
the best interests of the Company, the Company has adopted a Share
Incentive Plan (the “Plan”). The Plan is required to
comply with the policies of the TSX Venture.
In
order to increase the Company's flexibility and to bring the
Company's share option incentive program in line with the current
regulatory regime, the Board approved a new rolling share option
plan (the “New Plan”) on August 13, 2010 to replace the
plan previously approved and confirmed by the shareholders on
September 21, 2004 and September 29, 2009, respectively. The New
Plan was approved by shareholders at the Company's annual general
meeting (the “Meeting”) held on September 15, 2010.
Under TSXV rules the Plan must be approved by the Company’s
shareholders annually.
Subject
to certain restrictions described below, the Plan is based on the
maximum number of eligible shares equaling a rolling percentage of
up to 10% of the Company's outstanding common shares, calculated
from time to time. Pursuant to the Plan, if outstanding options are
exercised, or expire, or the number of issued and outstanding
common shares of the Company increases, the number of options
available to grant under the Plan increases proportionately. At the
date of approval of the New Plan, all outstanding options were
rolled into and deemed to be granted under the New
Plan.
The
exercise price of each option is set by the board of directors at
the time of grant based on the market price on the date preceding
the date of grant. Options can have a maximum term of ten years and
typically terminate ninety days following the termination of the
optionee's employment or engagement, except in the case of
retirement or death. Vesting of options is at the discretion of the
board of directors at the time the options are
granted.
Eligible Optionees
Under
the policies of the TSX Venture, to be eligible for the issuance of
a stock option under the Plan an optionee must either be a
director, officer or employee of the Company or its affiliates, or
a consultant or an employee of a company providing management or
other services to the Company, or its subsidiaries, at the time the
option is granted.
Options
may be granted only to an individual or to a company that is
wholly-owned by individuals eligible for an option grant. If the
option is granted to a non-individual, the company must provide the
TSX Venture with an undertaking that it will not permit any
transfer of its securities, nor issue further securities, to any
other individual or entity as long as the incentive stock option
remains in effect without the consent of the TSX
Venture.
Insider Limitations
The
aggregate number of Common Shares reserved for issuance under
options granted to Insiders must not exceed ten percent (10%) of
the outstanding shares (in the event that the New Plan is amended
to reserve for issuance more than ten percent (10%) of the
outstanding shares) unless the Company has obtained Disinterested
Shareholder Approval (as defined below) to do so;
The
number of optioned shares issued to Insiders in any twelve (12)
month period must not exceed ten percent (10%) of the outstanding
shares (in the event that the New Plan is amended to reserve
forissuance more than ten percent (10%) of the outstanding shares)
unless the Company has obtained Disinterested Shareholder Approval
to do so;
The
exercise price of an option previously granted to an Insider must
not be reduced, unless the Company has obtained Disinterested
Shareholder Approval to do so.
Other Limitations
The
Company must not grant an option to a director, employee,
consultant, or consultant company (the “Service
Provider”) in any twelve (12) month period that exceeds five
percent (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”);
-39-
The
aggregate number of options granted to a Service Provider
conducting Investor Relations Activities in any twelve (12) month
period must not exceed two percent (2%) of the outstanding shares
calculated at the date of the grant, without the prior consent of
the TSX Venture;
The
Company must not grant an option to a Consultant in any twelve (12)
month period that exceeds two percent (2%) of the outstanding
shares calculated at the date of the grant of the option;
and
The
issuance to any one Optionee within a twelve (12) month period of a
number of Common Shares must not exceed five percent (5%) of
outstanding Common Shares unless the Company has obtained
Disinterested Shareholder Approval to do so.
Disinterested Shareholder Approval
“Disinterested
Shareholder Approval” means the approval by a majority of the
votes cast by all shareholders of the Company at the Meeting
excluding votes attached to listed shares beneficially owned by
insiders of the Company to whom the options have been granted under
the existing plan and associates of those insiders.
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
Sun Valley Gold
Master Fund Ltd
14,615,384
8.32%
Robert A.
Dickinson
27,857,241
15.86%
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 175,602,894 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
156,109,126
88.90%
United
States
8
17,955,306
10.22%
Other
1
1,538,462
0.88%
TOTALS
38
175,602,894
100.00%
-40-
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, 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
British Columbia 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 British
Columbia Securities Commission, 9th Floor, 701 West Georgia Street,
Vancouver, British Columbia V7Y 1L2, (604) 899-6500 or at the
British Columbia Securities Commission web site, www.bcsc.bc.ca.
In British Columbia, 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;
(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 servicesfor a number of mineral exploration and
development companies, and also to companies that are outside of
the mining and mineral development space. Amarc is one of the
publicly-listed companies for which HDSI provides a variety of
contract services.
The
Company has one director in common with HDSI, namely Robert
Dickinson. Also, the Company’s President, Chief Executive
Officer and Director, Chief Financial Officer, and Corporate
Secretary are employees of HDSI
and work for the Company under an employee secondment arrangement
between the Company and HDSI.
-41-
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, directors and officers insurance,
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
10 of the accompanying financial statements of the
Company.
Director’s
Loan
In
November 2014, the Company announced that it has entered into a $1
million unsecured Loan Agreement (the “Loan”), with a
non-arm's length director and officer of the Company (the
“Lender”) at an interest rate of prime plus 2% per
annum and with a maturity date of November 2015. In connection with
the Loan, Amarc issued to the Lender a loan bonus of 2,500,000
previously unissued common shares in its capital with a fair value
of $187,500. The Company and the Lender have agreed to two
extension terms for the Loan to May 2016 for 7% fixed interest rate
and to November 2016 for 9% fixed interest rate,
respectively.
In
December 2016, the Loan was extended for an additional three years
on customary terms and conditions, and the principal sum was
increased to $1,500,000 by way of an additional advance of
$500,000.
In
September 2017, $500,000 of the Loan was repaid to the Lender,
leaving a balance outstanding of $1,000,000.
In
September 2015, the Company announced that it has entered into an
additional $500,000 unsecured Loan Agreement with the Lender at a
rate of 7% per annum and with a maturity date of September 2017.
Amarc issued a loan bonus in the form of 5,555,555 warrants, each
entitling the holder to acquire one common share of Amarc for 2
years at a price of $0.09 per share. In September 2017, this loan
was fully repaid.
In
December 2019, the Company entered into a loan extension and
amendment agreement (the “Loan”) with a director and
significant shareholder of the Company (the “Lender”),
pursuant to which a previous loan agreement with a maturity date of
November 26, 2019 was extended for five years or earlier pending
the achievement of certain financing milestones. The Loan has a
principal sum of $1,000,000, is unsecured and bears interest at a
rate of 10% per annum.
Pursuant to the
Loan, the Company issued to the Lender a loan bonus comprising of
16,000,000 common share purchase warrants (the
“Warrants”) with an expiry of five years and an
exercise price of $0.05 per share.
In July
and August 2019, the Company entered into certain loan agreements
(collective the “Bridge Loans”) with a director of the
Company and a private company wholly-owned by a director of the
Company (collectively the “Bridge Lenders”), pursuant
to which the Bridge Lenders advanced to the Company an aggregate
principal sum of $375,000 with a 1-year term and bearing interest
at 10% per annum. The Bridge Loans were fully repaid in September
2019.
In
December 2019, the Company entered into a loan agreement (the
“Second Bridge Loan”) with a director of the Company
(the “Second Bridge Lender”), pursuant to which the
Second Bridge Lender advanced to the Company a principal sum of
$300,000 with a 6-month term and bearing interest at a rate of 10%
per annum.
Refer
to note 8 of the accompanying financial statements of Amarc for
additional monetary disclosures about the abovementioned
loans.
-42-
C.
INTERESTS
OF EXPERTS AND COUNSEL
Not
applicable.
ITEM
8
FINANCIAL INFORMATION
A.
FINANCIAL
STATEMENTS AND OTHER FINANCIAL INFORMATION
Item 18
of this Form 20-F contains Amarc's audited annual financial
statements as at and for the years ended March 31, 2020, 2019 and
2018. These financial statements have been prepared in accordance
with IFRS, as issued by the IASB.
Legal
Proceedings
Amarc
is not involved in any legal, arbitration or governmental
proceedings and, to Amarc's knowledge, no material legal,
arbitration or governmental proceedings involving Amarc are pending
or contemplated against Amarc.
Dividend
Policy
The
Company has not paid any dividends on its outstanding common shares
since its incorporation and does not anticipate that it will do so
in the foreseeable future. All funds of Amarc are being retained
for exploration of its projects.
B.
SIGNIFICANT
CHANGES
There
have been no significant changes to Amarc’s affairs as
disclosed in the accompanying financial statements, except as
disclosed in this Annual Report on Form 20-F.
ITEM
9
THE OFFER AND LISTING
A.
OFFER
AND LISTING DETAILS
Trading
Markets
Amarc's
common shares have been listed in Canada on the TSX Venture (and
its predecessors) since August 1995, under the symbol
AHR.
The
Company's common shares were traded in the U.S. on the OTCBB from
June 2004 until August 2014, and have been traded on the OTCQB
since August 2014, in each case under the symbol
AXREF.
The
following tables set forth for the periods indicated the price
history of the Company's common shares on the TSX Venture and on
the OTCQB.
TSX
Venture Exchange
OTCBB/OTCQB
Fiscal
Year Ended
High
Low
High
Low
March
31,
(Cdn$)
(Cdn$)
(US$)
(US$)
2020
0.08
0.02
0.06
0.02
2019
0.14
0.04
0.11
0.03
2018
0.26
0.12
0.21
0.09
2017
0.16
0.06
0.12
0.04
2016
0.17
0.04
0.14
0.02
2015
0.18
0.06
0.13
0.05
2014
0.12
0.04
0.08
0.02
-43-
TSX
Venture Exchange
OTCQB
High
Low
High
Low
Fiscal Quarter
(Cdn$)
(Cdn$)
(US$)
(US$)
Q4
2020
0.08
0.02
0.06
0.02
Q3
2020
0.06
0.03
0.04
0.02
Q2
2020
0.06
0.04
0.05
0.03
Q1
2020
0.07
0.04
0.05
0.03
Q4
2019
0.07
0.07
0.05
0.05
Q3
2019
0.10
0.04
0.07
0.04
Q2
2019
0.10
0.06
0.07
0.04
Q1
2019
0.14
0.08
0.11
0.07
Q4
2018
0.17
0.12
0.14
0.09
Q3
2018
0.20
0.14
0.15
0.11
Q2
2018
0.26
0.17
0.21
0.13
Q1
2018
0.21
0.14
0.15
0.11
Q4
2017
0.16
0.08
0.12
0.06
Q3
2017
0.11
0.07
0.08
0.05
Q2
2017
0.13
0.08
0.10
0.06
Q1
2017
0.08
0.06
0.06
0.04
Q4
2016
0.08
0.04
0.06
0.02
Q3
2016
0.11
0.05
0.08
0.03
Q2
2016
0.11
0.07
0.08
0.06
Q1
2016
0.17
0.09
0.14
0.07
TSX Venture Exchange
OTCQB
Month
High
(Cdn$)
Low
(Cdn$)
High
(US$)
Low
(US$)
July 2020 (to the
date of
this Annual
Report)
0.08
0.04
0.06
0.02
June
2020
0.04
0.03
0.03
0.02
May
2020
0.04
0.03
0.03
0.02
April
2020
0.04
0.03
0.03
0.02
March
2020
0.05
0.02
0.03
0.02
February
2020
0.07
0.05
0.05
0.03
January
2020
0.08
0.04
0.06
0.02
B.
PLAN
OF DISTRIBUTION
Not
applicable.
C.
MARKETS
The
shares of Amarc traded in Canada on the TSX Venture (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.
Amarc's
original corporate constituting documents comprised of the
Memorandum and Articles of Association were registered with the
British Columbia 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 (British Columbia) (the
“BCCA”) was replaced by the Business Corporations Act
(British Columbia) (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.
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 September19, 2013the 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.
-45-
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;
(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
(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.
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.
-46-
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
Chairman 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.
Amarc's
only material contract as of the date of this Annual Report
is:
Corporate Services
Agreement between Amarc and Hunter Dickinson Services Inc. dated
July 2, 2010. See Item
7.B and Exhibit
4.1.
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.
-47-
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.
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.
-48-
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. Holdersor
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.
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.
-49-
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.
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.;
●
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;
●
an estate whose
income is subject to U.S. federal income taxation regardless of its
source; or
●
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.
-50-
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.
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 PFICstatus. 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.
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.
-51-
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.
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 withrespect 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 beallocated
rateably to each day of such U.S. Holder’s holding period for
our common shares;
●
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;
●
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;
●
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
●
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.
-52-
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.
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.
-53-
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.
financialinstitutions, 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 1500 – 1040 West Georgia Street,
Vancouver, British Columbia 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 British Columbia Securities Act are
available for viewing on the internet at www.sedar.com.
-54-
I.
SUBSIDIARY
INFORMATION
Not
applicable.
ITEM
11
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
A.
RISK
RELATED TO COVID-19
The
current outbreak of COVID-19, and any future emergence and spread
of similar pathogens, could have a material adverse effect on
global and local economic and business conditions, which may
adversely impact our business and results of operations and the
operations of contractors and service providers. The outbreak has
now spread to Canada where we conduct our principal business
operations. Our plans to advance the exploration and development of
our projects are dependent upon the Company’s ability to
secure project specific financing, as well as our ability to
continue the work required once financing has been secured through
our employees and our contractors. The progress of work on our
projects has been delayed and may further be delayed due to the
effects of COVID-19. In addition, our personnel may be delayed in
completing the required work that we are pursuing in connection
with this process due to quarantine, self-isolation, social
distancing, restrictions on travel, restrictions on meetings and
work from home requirements. The extent to which the coronavirus
impacts our operations will depend on future developments, which
are highly uncertain and cannot be predicted with confidence,
including the duration of the outbreak, new information that may
emerge concerning the severity of the coronavirus and the actions
taken to contain the coronavirus or treat its impact, among others.
Moreover, the spread of the coronavirus globally is expected to
have a material adverse effect on global and regional economies and
to continue to negatively impact stock markets, including the
trading price of our shares as well as mineral commodity prices.
These adverse effects on the economy, the stock market and our
share price could continue to adversely impact our ability to raise
capital, with the result that our ability to pursue exploration and
development of our projects could be adversely impacted, both
through delays and through increased costs. Any of these
developments, and others, could have a material adverse effect on
our business and results of operations and could delay our
exploration and development plans for our projects.
B.
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.
C.
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.
D.
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 8 of the accompanying audited annual
financial statements for the year ended March 31,2020.
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.
-55-
E.
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.
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;
●
provide reasonable
assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with IFRS, and
that receipts and expenditures of the Company are being made only
in accordance with authorizations of management and directors of
the Company; and
●
provide reasonable
assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the Company's assets that could
have a material effect on the financial statements.
-56-
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 31,2020, 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 March31, 2020.
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.
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 Cousens, Barry Coughlan
and Diane 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. Mr. Coughlan is 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;
-57-
(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;
(c)
compliance with
applicable laws, rules and regulations;
(d)
the prompt internal
reporting of violations of the Code of Ethics to an appropriate
person or persons identified in the Code; and
(e)
accountability for
adherence to the Code of Ethics.
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 Code of Ethics was filed as Exhibit 11.1 of the Company's
Form 20-F filed on October 7, 2008. The Company's Code of Ethics
can be viewed at the Company's website (www.amarcresources.com).
The Company will also provide a copy of the Code of Ethics to any
person without charge, upon request. Requests can be sent by mail
to: 15th floor, 1040 West Georgia Street, Vancouver, British
Columbia 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.
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.
$20,000
$20,000
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
$20,000
$20,000
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.
-58-
ITEM
16E
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED
PURCHASERS
In the
year ended March 31, 2020, the Company did not purchase any of its
issued and outstanding Common Shares pursuant to any repurchase
program or otherwise.
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Shareholders and the Board of Directors of Amarc Resources
Ltd., Opinion on the Consolidated Financial Statements
We have
audited the accompanying consolidated financial statements of Amarc
Resources Ltd. (“the Company”), which comprise the
consolidated statements of financial position as at March 31, 2020
and 2019 and the consolidated statements of loss, comprehensive
loss, changes in equity and cash flows for each of the years in the
three year period ended March 31, 2020, and a summary of
significant accounting policies and other explanatory information
(collectively referred to as the “consolidated financial
statements”).
In our
opinion, the consolidated financial statements present fairly, in
all material respects, the financial position of the Company as at
March 31, 2020 and 2019 and its financial performance and its cash
flows for each of the years in the three year period ended March31, 2020, in accordance with International Financial Reporting
Standards as issued by the International Accounting Standards
Board.
Going
Concern
The
accompanying consolidated 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
consolidated financial statements which indicates that the Company
has no current source of revenue, has incurred losses from
inception and is dependent upon its ability to secure new sources
of financing. These conditions, along with other matters as set
forth in Note 1, indicate the existence of a material uncertainty
that casts significant doubt as to the Company's ability to
continue as a going concern. Management’s plans in regard to
these matters are also described in Note 1. The consolidated
financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
Basis
for Opinion
These
consolidated financial statements are the responsibility of the
Company’s management. Our responsibility is to express an
opinion on the Company’s consolidated 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 consolidated 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 consolidated 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
consolidated 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 consolidated financial statements. We believe that our
audits provide a reasonable basis for our opinion.
(Expressed in Canadian Dollars, unless otherwise
stated)
1.
NATURE OF OPERATIONS AND GOING CONCERN
Amarc
Resources Ltd. (“Amarc” or the “Company”)
is a company incorporated under the laws of the Province of British
Columbia (“BC”). Its principal business activity is the
acquisition and exploration of mineral properties. The
Company’s mineral property interests are located in BC. The
address of the Company’s corporate office is 15th Floor, 1040
West Georgia Street, Vancouver, BC, Canada V6E 4H1.
The
Company is in the process of exploring its mineral property
interests and has not yet determined whether its mineral property
interests contain economically recoverable mineral reserves. The
Company’s continuing operations are entirely dependent upon
the existence of economically recoverable mineral reserves, the
ability of the Company to obtain the necessary financing to
continue the exploration and development of its mineral property
interests and to obtain the permits necessary to mine, and the
future profitable production from its mineral property interest or
proceeds from the disposition of its mineral property
interests.
These
consolidated financial statements as at and for the year ended
March 31, 2020 (the “Financial Statements”) have been
prepared on a going concern basis, which contemplates the
realization of assets and the discharge of liabilities in the
normal course of business for the foreseeable future. As at March31, 2020, the Company had cash of $249,183, a working capital
deficiency of ($641,137), and accumulated deficit of
$70,948,566.
These
material uncertainties cast significant doubt on the ability of the
Company to continue as a going concern.
Management believes
that it is able to maintain its core mineral rights in good
standing for the next 12 month period. The Company is continually
seeking opportunities for additional funding and has reasonable
expectation that it will succeed in raising additional funds when
necessary. However, there can be no assurance that the Company will
obtain the required additional financial resources or achieve
positive cash flows. If the Company is unable to obtain adequate
additional financing, it will need to curtail its expenditures
further until additional funds can be raised through financing
activities.
These
Financial Statements do not include any adjustments to the amounts
and classification of assets and liabilities that may be necessary
should the Company be unable to continue as a going
concern.
(Expressed in Canadian Dollars, unless otherwise
stated)
2.
SIGNIFICANT ACCOUNTING POLICIES
The
principal accounting policies applied in the preparation of these
Financial Statements are described below. These policies have been
consistently applied for all years presented, unless otherwise
stated.
(a)
Statement of compliance
These
Financial Statements have been prepared in accordance with
International Financial Reporting Standards (“IFRS”),
as issued by the International Accounting Standards Board
(“IASB”) and the International Financial Reporting
Interpretations Committee (“IFRIC”), effective for the
Company’s reporting year ended March 31, 2020.
The
Board of Directors of the Company authorized these Financial
Statements for issuance on July 27, 2020.
(b)
Basis of presentation and consolidation
These
Financial Statements have been prepared on a historical cost basis,
except for certain financial instruments classified as fair value
through other comprehensive income, which are reported at fair
value. In addition, these Financial Statements have been prepared
using the accrual basis of accounting, except for cash flow
information.
These
Financial Statements include the financial statements of the
Company and its wholly-owned subsidiary, 1130346 B.C. Ltd. (the
“Subco”), incorporated under the laws of BC. The Subco
was incorporated for the purposes of entering into an option
agreement (note 6(b)). As at March 31, 2020 and 2019, the Subco did
not have any assets, liabilities, income or expenses. Intercompany
balances and transactions are eliminated in full on
consolidation.
(c)
Changes in Accounting Standards
New and
amended IFRS standards that are effective for the current
year:
IFRS
16, Leases ("IFRS 16")
The
Company adopted IFRS 16 effective January 1, 2019, using the
modified retrospective approach and therefore comparative
information for the 2018 reporting period has not been restated and
continues to be reported under IAS 17, Leases, and IFRIC 4,
Determining whether an Arrangement Contains a Lease, as permitted
under the specific transitional provisions in the
standard.
IFRS 16
introduces a single, on-balance sheet accounting model for lessees.
As a result, a lessee would recognize a right-of-use assets ("ROU
Assets"), representing its rights to use the underlying assets, and
lease liabilities, representing its obligation to make lease
payments.
(Expressed in Canadian Dollars, unless otherwise
stated)
At
inception of a contract, the Company assesses whether the contract
is, or contains, a lease. A contract is, or contains, a lease if
the contract conveys the right to control the use of an identified
asset for a period of time in exchange for consideration. The
Company has elected not to recognize right-of-use assets and lease
liabilities for short-term leases that have a lease term of 12
months or less, and leases of low-value assets. For these leases,
the Company recognizes the lease payments as an expense in loss
(income) on a straight-line basis over the term of the
lease.
The
Company does not have long-term leases and has not recognized a
lease liability and a right-of-use asset.
(d)
Significant accounting estimates and judgements
The
preparation of the consolidated financial statements in conformity
with IFRS requires management to make judgments, 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 consolidated
financial statements, and may require accounting adjustments based
on future occurrences. Revisions to accounting estimates are
recognized in the period in which the estimate is revised and
future periods if the revision affects both current and future
periods. These estimates are based on historical experience,
current and future economic conditions and other factors, including
expectations of future events that are believed to be reasonable
under the circumstances. Specific areas where significant estimates
or judgments exist are:
●
assessment of the
Company’s ability to continue as a going
concern;
●
the determination
of categories of financial assets and financial liabilities;
and,
●
the carrying value
and recoverability of the Company’s marketable
securities.
(e)
Foreign currency
The
functional and presentational currency of the Company is the
Canadian Dollar (“CAD”).
Transactions in
currencies other than the functional currency of the Company are
recorded at the rates of exchange prevailing on the dates of
transactions. At each financial position reporting date, monetary
assets and liabilities that are denominated in foreign currencies
are translated at the rates of exchange prevailing at the date when
the fair value was determined. Non-monetary items that are measured
in terms of historical cost in a foreign currency are not
re-translated. Gains and losses arising on translation are included
in profit or loss for the year.
(f)
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 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.
(Expressed in Canadian Dollars, unless otherwise
stated)
Financial assets measured at amortized cost
A
financial asset is measured at amortized cost if it meets both the
following conditions and is not designated as at
FVTPL:
●
it is held within a
business model whose objective is to hold assets to collect
contractual cash flows; and,
●
its contractual
terms give rise on specified dates to cash flows that are solely
payments of principal and interest on the principal amount
outstanding.
These
financial assets are subsequently measured at amortized cost using
the effective interest method. The amortized cost is reduced by
impairment losses. Interest income, foreign exchange gains and
losses, and impairment losses are recognized in profit or loss. Any
gain or loss on the derecognition of the financial asset is
recognized in profit or loss.
Financial assets measured at fair value through other comprehensive
income
A debt
investment is measured at FVTOCI if it meets bot the following
conditions and is not designated as at FVTPL:
●
it is held within a
business model whose objective is achieved by both collecting
contractual cash flows and selling financial assets;
and,
●
its contractual
terms give rise on specified dates to cash flows that are solely
payments of principal and interest on the principal amount
outstanding.
On the
initial recognition of an equity instrument that is not held for
trading, the Company may irrevocably elect to present subsequent
changes in the investment’s fair value in other comprehensive
income (“OCI”). This election is made on an
investment-by-investment basis.
Debt
investments measured at FVTOCI are subsequently measured at fair
value. Interest income calculated using the effective interest
method, foreign exchange gains and losses, and impairment are
recognized in profit or loss. Other net gains and losses are
measured in OCI. On de-recognition, gains and losses accumulated in
OCI are reclassified to profit or loss.
Equity
investments measured at FVTOCI are subsequently measured at fair
value. Dividends are recognized as income in profit or loss unless
the dividend clearly represents a recovery of part of the cost of
the investment. Other net gains and losses are recognized in OCI
and are never reclassified to profit or loss.
(Expressed in Canadian Dollars, unless otherwise
stated)
Financial assets measured at fair value through profit or
loss
All
financial assets not classified as measured at amortized cost or
measured at FVTOCI, as described above, are measured at FVTPL; this
includes all derivative financial assets. On initial recognition,
the Company may irrevocably designate a financial asset that
otherwise meets the requirements to be measured at amortized cost
or measured at FVTOCI as FVTPL if doing so eliminates, or
significantly reduces, an accounting mismatch that would otherwise
arise.
These
financial assets are subsequently measured at fair value. Net gains
and losses, including any interest or dividend income, are
recognized in profit or loss.
(g)
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 licences;
●
costs associated
with the acquisition of exploration and evaluation assets,
including mineral properties; and,
●
costs associated
with exploration and evaluation activities.
Exploration and
evaluation costs are generally expensed as incurred until the
technical feasibility and commercial viability of extracting a
mineral resource has been determined and a positive decision to
proceed to development has been made. However, if management
concludes that future economic benefits are more likely than not to
be realized, the costs of property, plant and equipment for use in
the exploration and evaluation of mineral resources are
capitalized.
Costs
incurred before the Company has obtained the legal rights to
explore an area are expensed. Costs incurred after the technical
feasibility and commercial viability of extracting a mineral
resource has been determined and a positive decision to proceed to
development has been made are considered development costs and are
capitalized.
Costs
applicable to established mineral property interests where no
further work is planned by the Company may, for presentation
purposes only, be carried at nominal amounts.
(h)
Equipment
Equipment is
carried at cost, less accumulated depreciation and accumulated
impairment losses.
The
cost of equipment consists of the purchase price, any costs
directly attributable to bringing the asset to the location and the
condition necessary for its intended use, and an initial estimate
of the costs of dismantling and removing the asset and restoring
the site on which it is located.
(Expressed in Canadian Dollars, unless otherwise
stated)
Depreciation is
provided at rates calculated to expense the cost of the equipment,
less its estimated residual value, using the declining balance
method at various rates ranging from 20% to 30% per
annum.
An item
of equipment is derecognized upon disposal or when no material
future economic benefits are expected to arise from the continued
use of the asset. Any gain or loss arising on disposal of the
asset, determined as the difference between the net disposal
proceeds and the carrying amount of the asset, is recognized in
profit or loss.
Where
an item of equipment consists of major components with different
useful lives, the components are accounted for as separate items of
equipment. Expenditures incurred to replace a component of an item
of equipment that is account for separately, including major
inspection and overhaul expenditures, are capitalized.
As at
March 31, 2020, all equipment had been fully depreciated. The
Company did not purchase any equipment during the year ended March31, 2020.
(i)
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.
(j)
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.
(k)
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.
(Expressed in Canadian Dollars, unless otherwise
stated)
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.
(l)
Income taxes
Income
tax on the profit or loss for the years presented comprises of
current and deferred tax. Income tax is recognized in profit or
loss except to the extent that it relates to items recognized
directly in equity, in which case it is recognized in
equity.
Current
tax expense is the expected tax payable on taxable income for the
year, using tax rates enacted or substantively enacted at year end,
adjusted for amendments to tax payable with regards to previous
years.
Deferred tax is
provided using the balance sheet liability method, providing for
temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used
for taxation purposes.
The
following temporary differences are not provided for:
●
goodwill not
deductible for tax purposes;
●
the initial
recognition of assets or liabilities that affect neither accounting
nor taxable profit; and,
●
differences
relating to investments in subsidiaries, associates, and joint
ventures to the extent that they will probably not reverse in the
foreseeable future.
The
amount of deferred tax provided is based on the expected manner of
realization or settlement of the carrying amount of assets and
liabilities, using tax rates enacted or substantively enacted at
the financial position reporting date applicable to the period of
expected realization or settlement.
A
deferred tax asset is recognized only to the extent that it is
probable that future taxable profits will be available against
which the asset can be utilized.
Additional income
taxes that arise from the distribution of dividends are recognized
at the same time as the liability to pay the related
dividend.
(Expressed in Canadian Dollars, unless otherwise
stated)
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.
(m)
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.
Discount rates
using a pre-tax rate that reflects the time value of money are used
to calculate the net present value, where applicable. These costs
are charged against profit or loss over the economic life of the
related asset, through amortization using either the
unit-of-production method or the straight-line method. The
corresponding liability is progressively increased as the effect of
discounting unwinds, creating an expense recognized in profit or
loss.
The
operations of the Company have been, and may in the future be,
affected from time to time in varying degrees by changes in
environmental regulations, including those for site restoration
costs. Both the likelihood of new regulations and their overall
effect upon the Company are not predictable.
The
Company has no material restoration, rehabilitation and
environmental obligations as at March 31, 2020.
(n)
Operating segments
The
Company operates as a single reportable segment—the acquisition,
exploration and development of mineral properties. All assets are
held in Canada.
(o)
Government assistance
When
the Company is entitled to receive the BC Mineral Exploration Tax
Credit (“BCMETC”) and other government grants, this
government assistance is recognized as a cost recovery when there
is reasonable assurance of recovery.
(Expressed in Canadian Dollars, unless otherwise
stated)
(p)
Recent accounting pronouncements not yet effective
The
following are accounting standards anticipated to be effective
January 1, 2020 or later: Amendments to IAS 1 and IAS 8: Definition
of Material
In
October 2018, the IASB issued amendments to IAS 1 Presentation of
Financial Statements and IAS 8 Accounting Policies, Changes in
Accounting Estimates and Errors to align the definition of
‘material’ across the standards and to clarify certain
aspects of the definition. The new definition states that,
’Information is material if omitting, misstating or obscuring
it could reasonably be expected to influence decisions that the
primary users of general purpose financial statements make on the
basis of those financial statements, which provide financial
information about a specific reporting entity.’ The
amendments to the definition of material are not expected to have a
significant impact on the Company’s consolidated financial
statements.
3.
CASH
The
Company’s cash is invested in business and savings accounts,
which are available on demand by the Company.
4.
RESTRICTED CASH
Restricted cash
represents amounts held in support of exploration permits. The
amounts are refundable subject to the consent of regulatory
authorities upon completion of any required reclamation work on the
related projects.
(Expressed in Canadian Dollars, unless otherwise
stated)
6.
EXPLORATION AND EVALUATION EXPENSES AND COST
RECOVERIES
Below
is a summary of the Company’s major exploration projects on
the basis of where the Company is currently incurring the majority
of its exploration work.
(a)
IKE Project
The IKE
Project is located in south-central BC and is comprised of the IKE,
Granite, Galore and Juno Properties. In July 2017, the Company
announced that it had entered into a Mineral Property Farm-In
Agreement (the “IKE Agreement”) with Hudbay Minerals
Inc. (“Hudbay”) pursuant to which Hudbay would acquire,
through a staged investment process, up to a 60% ownership interest
in the IKE Project.
The
Company initially recorded the amounts of contributions received or
receivable from Hudbay pursuant to the IKE Agreement as a liability
(advanced contributions received) in the Consolidated Statements of
Financial Position, and subsequently recognized amounts as cost
recoveries in the Consolidated Statements of Loss as the Company
incurred the related expenditures.
In
January 2019, the Company announced that Hudbay had relinquished
its option to earn an interest in the IKE Project. As a result of
the termination, the Company maintains a 100% interest in the IKE
Project.
The IKE
Property claims carry a Net Smelter Return (“NSR”)
royalty obligation of 1%, subject to a $2 million cap and with the
Company able to purchase the royalty at any time by payment of the
same amount. These claims carry an additional NSR royalty of 2%,
subject to the Company retaining the right to purchase up to the
entire royalty amount by the payment of up to $4 million. The
Company has also agreed to make annual advance royalty payments of
$50,000 to the holders of the 2% NSR royalty interest and, upon
completion of a positive feasibility study, to issue to these same
parties 500,000 common shares.
The
Granite Property claims are subject to a 2% NSR royalty which can
be purchased for $2 million. In addition there is an underlying
2.5% NSR royalty on certain mineral claims within the Granite
Property, which can be purchased at any time for $1.5 million less
any amount of royalty already paid.
The
entire project is subject to a 1% NSR royalty from mine production
capped at a total of $5 million.
(b)
JOY Project
The JOY
Project, located in north-central BC, comprises the JOY and PINE
Properties, and also the “Staked Claims” acquired
directly by the Company. In November 2016, the Company entered into
a purchase agreement with a private company wholly-owned by one of
its directors (note 10(c)) to purchase 100% of the JOY Property for
the reimbursement of the vendor’s direct acquisition costs of
$335,299. The property is subject to an underlying NSR royalty held
by a former owner which is capped at $3.5 million.
In
August 2017, the Company announced that it had entered into a
Mineral Property Farm-In Agreement (the “JOY
Agreement”) with Hudbay pursuant to which Hudbay may acquire,
through a staged investment process, up to 60%
ownership in the JOY Property. This was later amended to include
the PINE Property and Staked Claims, collectively the JOY
Project.
(Expressed in Canadian Dollars, unless otherwise
stated)
The
Company initially records the amounts of contributions received or
receivable from Hudbay pursuant to the JOY Agreement as a liability
(advanced contributions received) in the Consolidated Statements of
Financial Position, and subsequently reallocates amounts to cost
recoveries in the Consolidated Statements of Loss as the Company
incurs related expenditures.
In
January 2019, the Company announced that Hudbay had relinquished
its option to earn an interest in the JOY Project. As a result of
the termination, the Company maintains a 100% interest in the JOY
Project.
In
addition, the Company concluded agreements with each of Gold Fields
Toodoggone Exploration Corporation (“GFTEC”) and
Cascadero Copper Corporation (“Cascadero”) in mid-2017
pursuant to which the Company can purchase 100% of the PINE
Property.
In
October 2018, Amarc acquired a 100% interest in Cascadero’s
49% interest in the PINE Property by
completing total
cash payments of $1,000,000 and issuing 5,277,778 common
shares.
In
November 2019 Amarc entered into a purchase agreement with two
prospectors to acquire 100% of a single mineral claim, called the
Paula property, located internal to the wider JOY Project tenure.
The claim is subject to a 1% NSR royalty payable from commercial
production that is capped at $0.5 million.
In
December 2019, the Company amended the GFTEC Agreement to purchase
GFTEC’s 51% interest in the PINE property. Under the terms of
the amendment Amarc will purchase outright GFTEC’s 51%
interest in the 323 km2
Property by issuing to GFTEC 5,000,000 common shares of the Company
(issued). As such Amarc now holds a 100% interest in the PINE
mineral claims.
The
PINE Property is subject to a 3% underlying NSR royalty payable to
a former owner. The Company has reached an agreement with the
former owner to cap the 3% NSR royalty at $5 million payable from
production for consideration totaling $100,000 and 300,000 common
shares payable in stages through to January 31, 2019
(completed).
GFTEC
will retain a 2.5% net profits interest (“NPI”) royalty
on mineral claims comprising approximately 96% of the PINE
Property, which are subject to a NSR royalty payable to a former
owner (“Underlying NSR”) and a 1% NSR royalty on the
balance of the claims that are not subject to the Underlying NSR
royalty. The NPI royalty can be reduced to 1.25% at any time
through the payment to GFTEC of $2.5 million in cash or shares. The
NSR royalty can be reduced to 0.5% through the payment to GFTEC of
$2.5 million in cash or shares.
(Expressed in Canadian Dollars, unless otherwise
stated)
(c)
DUKE Project
The
DUKE Project is located in central BC. In November 2016, the
Company entered into a purchase agreement with a private company
wholly-owned by one of its directors (note 10(c)) to purchase a
100% interest in the DUKE Project for the reimbursement of the
vendor’s direct acquisition costs of $168,996.
(Expressed in Canadian Dollars, unless otherwise
stated)
(a)
2019 loan
In
December 2019, the Company entered into a loan extension and
amendment agreement (the “Loan”) with a director and
significant shareholder of the Company (the “Lender”),
pursuant to which a previous loan agreement with a maturity date of
November 26, 2019 was extended for five years or earlier pending
the achievement of certain financing milestones. The Loan has a
principal sum of $1,000,000, is unsecured and bears interest at a
rate of 10% per annum.
Pursuant to the
Loan, the Company issued to the Lender a loan bonus comprising of
16,000,000 common share purchase warrants (the
“Warrants”) with an expiry of five years and an
exercise price of $0.05 per share (note 9(d)(ii)).
(b)
2019 bridge loans
In July
and August 2019, the Company entered into certain loan agreements
(collective the “Bridge Loans”) with a director of the
Company and a private company wholly-owned by a director of the
Company (collectively the “Bridge Lenders”), pursuant
to which the Bridge Lenders advanced to the Company an aggregate
principal sum of $375,000 with a 1-year term and bearing interest
at 10% per annum. The Bridge Loans were fully repaid in September
2019.
In
December 2019, the Company entered into a loan agreement (the
“Second Bridge Loan”) with a director of the Company
(the “Second Bridge Lender”), pursuant to which the
Second Bridge Lender advanced to the Company a principal sum of
$300,000 with a 9-month term and bearing interest at a rate of 10%
per annum.
Advances have been
measured as financial liabilities at their (cash) transaction
values, with the unamortized balance of directly applicable
transaction costs, comprised of the fair values of the loan bonus
warrants granted, representing a partially offsetting asset
balance. Such transaction costs are being expensed pro-rata over
the term of the debt, with the effect on the balance sheet
presentation being that the aggregate debt is accreted towards its
face value.
9.
SHARE CAPITAL AND RESERVES
(a)
Authorized and outstanding share capital
The
Company’s authorized share capital consists of an unlimited
number of common shares without par value (“Common
Shares”) and an unlimited number of preferred shares. All
issued Common Shares are fully paid. No preferred shares have been
issued.
As at
March 31, 2020, there were 175,602,894 Common Shares issued and
outstanding (March 31, 2019 –
170,602,894).
(Expressed in Canadian Dollars, unless otherwise
stated)
(b)
Issued share capital
In
December 2019, the Company amended its option agreement with GFTEC
to purchase GFTEC’s 51% interest in the PINE Property (the
“Transaction”). Upon completion of the Transaction, the
Company would hold a 100% interest in the PINE mineral claims
having completed the purchase of Cascadero’s 49% interest in
the PINE Property in the prior year (note 6(b)). On January 6,2020, the Company concluded the Transaction by issuing 5,000,000
Common Shares to GFTEC.
During
the year ended March 31, 2019, the Company issued 1,816,667 Common
Shares pursuant to property agreements (note 6(b)).
During
the year ended March 31, 2018, the Company issued 3,761,111 Common
Shares pursuant to property agreements (note 6(b)).
In
September 2017, the Company completed a private placement
financing, issuing 13,045,500 Common Shares at a price of $0.20 per
Common Share for gross proceeds of $2,609,100 and incurred share
issuance costs of $127,800 for net proceeds of
$2,481,300.
In
September 2017, the Company issued 6,555,555 Common Shares pursuant
to the exercise of share purchase warrants, for proceeds of
$540,000 (note 9(d)).
(c)
Share purchase options
The
following summarizes changes in the Company’s share purchase
options (the “Options”):
Issued pursuant to
a loan agreement (note 9(d)(i))
$0.08
–
5,000,000
Issued pursuant to
the Loan (note 9(d)(ii))
$0.05
16,000,000
–
Total
16,000,000
5,000,000
(i)
2016 loan bonus warrants
In
November 2016, 10,000,000 share purchase warrants were issued
pursuant to a loan agreement. The fair value of these warrants at
issue was determined to be $607,406 at $0.06 per warrant using the
Black- Scholes pricing model and based on the following
assumptions: risk-free rate of 0.79%; expected volatility of 135%;
underlying market price of $0.08; strike price of $0.08; expiry
term of 3 years; and, dividend yield of nil.
In
September 2017, 5,000,000 of these warrants were exercised. The
remainder of these warrants expired in November 2019.
(ii)
2019 loan bonus warrants
In
December 2019, 16,000,000 share purchase warrants were issued
pursuant to the Loan (note 8(a)). The fair value of these warrants
at issue was determined to be $490,449 at $0.03 per warrant using
the Black-Scholes pricing model and based on the following
assumptions: risk-free rate of 1.57%; expected volatility of 144%;
underlying market price of $0.035; strike price of $0.05; expiry
term of 5 years; and, dividend yield of nil.
Key
management personnel (“KMP”) are those persons that
have the authority and responsibility for planning, directing, and
controlling the activities of the Company, directly and indirectly,
and by definition include all the directors of the
Company.
Note 8
includes the details of loans with a director of the Company and a
private company wholly-owned by a director of the Company. Note
6(b) and 6(c) includes the details of the acquisition of mineral
property interests from a private company wholly-owned by a
director of the Company.
During
the year ended March 31, 2020 and 2019, the Company’s
President, Chief Executive Officer and Director; Chief Financial
Officer; and Corporate Secretary provided services to the Company
under a service agreement with Hunter Dickinson Services Inc.
(“HDSI”) (note 10(b)). There were no other transactions
with KMP during the year ended March 31, 2020 and
2019.
(b)
Hunter Dickinson Services Inc.
Hunter
Dickinson Inc. (“HDI”) and its wholly-owned subsidiary
HDSI are private companies established by a group of mining
professionals. HDSI provides services under contracts for a number
of mineral exploration and development companies, and also to
companies that are outside of the mining and mineral development
space. Amarc acquires services from a number of related and
arms-length contractors, and it is at Amarc’s discretion that
HDSI provides certain contract services.
The
Company has one director in common with HDSI, namely Robert
Dickinson. Also, the Company’s Chief Executive Officer,
President and Director, Chief Financial Officer, and Corporate
Secretary are employees of HDSI and work for the Company under an
employee secondment arrangement between the Company and
HDSI.
Pursuant to an
agreement dated July 2, 2010, HDSI provides certain cost effective
technical, geological, corporate communications, regulatory
compliance, and administrative and management services to the
Company, on a non-exclusive basis as needed and as requested by the
Company. As a result of this relationship, the Company has ready
access to a range of diverse and specialized expertise on a regular
basis, without having to engage or hire full-time employees or
experts. The Company benefits from the economies of scale
created by HDSI which itself serves several clients both within and
external to the exploration and mining sector.
(Expressed in Canadian Dollars, unless otherwise
stated)
The
Company is not obligated to acquire any minimum amount of services
from HDSI. The monetary amount of the services received from HDSI
in a given period of time is a function of annually set and agreed
charge-out rates for and the time spent by each HDSI employee
engaged by the Company.
HDSI
also incurs third-party costs on behalf of the Company. Such third
party costs include, for example, directors and officers insurance,
travel, conferences, and communication services. Third-party costs
are billed at cost, without markup.
There
are no ongoing contractual or other commitments resulting from the
Company's transactions with HDSI, other than the payment for
services already rendered and billed. The agreement may be
terminated upon 60 days' notice by either the Company or
HDSI.
The
following is a summary of transactions with HDSI that occurred
during the reporting period:
Transactions with HDSI
For the years
ended March 31,
(rounded to the nearest thousand CAD)
2020
2019
2018
Services received
from HDSI and as requested by the Company
$1,272,000
$1,620,000
$1,419,000
Information
technology – infrastructure and support services
60,000
60,000
60,000
Reimbursement, at
cost, of third-party expenses incurred
United
Mineral Services Ltd. (“UMS”) is a private company
wholly-owned by one of the directors of the Company. UMS is engaged
in the acquisition and exploration of mineral property
interests.
During
the year ended March 31, 2017, the Company acquired from UMS a 100%
interest in two mineral property interests, namely JOY (note 6(b))
and DUKE (note 6(c)), for aggregate direct acquisition costs
of $504,295.
At
March 31. 2020, the Company had resource tax pools of approximately
$31,300,000 (March 31, 2019 – $30.6 million; March 31, 2018
– $26.9 million) available in Canada, which may be carried
forward and utilized to offset future taxes related to certain
resource income.
(Expressed in Canadian Dollars, unless otherwise
stated)
12.
SUPPLEMENTARY INFORMATION TO THE CONSOLIDATED STATEMENTS OF
LOSS
(a)
Employees’ salaries and benefits
The
employees’ salaries and benefits included in exploration and
evaluation expenses and administration expenses are as
follows:
Employees’ salaries and
benefits
For the years
ended March 31,
(rounded to the nearest thousand CAD)
2020
2019
2018
Salaries and
benefits included in the following:
Exploration and
evaluation expenses
$856,000
$1,268,000
$1,094,000
Administration
expense 1
454,000
571,000
629,000
Total
$1,310,000
$1,839,000
$1,723,000
1
This amount
includes salaries and benefits included in office and
administration expenses (note 12(b)) as well as other salaries and
benefits expenses classified as administration
expenses.
(b)
Office and administration expenses
Office
and administration expenses include the following:
Office and administration
expenses
For the years
ended March 31,
(rounded to the nearest thousand CAD)
2020
2019
2018
Salaries and
benefits
$414,000
$501,000
$470,000
Insurance
55,000
74,000
111,000
Data processing and
retention
60,000
60,000
61,000
Other office
expenses
21,000
22,000
17,000
Total
$550,000
$657,000
$659,000
13.
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.
(Expressed in Canadian Dollars, unless otherwise
stated)
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 31,2020.
(b)
Carrying amounts and fair values of financial
instruments
The
Company’s marketable securities are carried at fair value
based on quoted prices in active markets.
As at
March 31, 2020 and 2019, 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 fairs to meet its contractual
obligations. The Company’s credit risk is primarily
attributable to its liquid financial assets, including cash, and
amounts receivable and other assets. The carrying values of these
financial assets represent the Company’s maximum exposure to
credit risk.
The
Company limits the exposure to credit risk by only investing its
cash in high-credit quality financial institutions in business and
savings accounts, which are available on demand by the Company for
its programs.
Liquidity risk
Liquidity risk is
the risk that the Company will encounter difficulty in meeting the
obligations associated with its financial liabilities that are
settled by delivering cash or other financial assets. The Company
ensures that there is sufficient cash in order to meet its
short-term business requirements after taking into account the
Company’s holdings of cash.
The
Company has sufficient cash to meet its commitments associated with
its financial liabilities in the near term, other than the amounts
payable to related parties.
(Expressed in Canadian Dollars, unless otherwise
stated)
Interest rate risk
The
Company is subject to interest rate risk with respect to its
investments in cash. The Company’s policy is to invest cash
at variable rates of interest and cash reserves are to be
maintained in cash in order to maintain liquidity, while achieving
a satisfactory return for shareholders. Fluctuations in interest
rates when cash matures impact interest income earned.
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, 2020 and 2019, the Company’s exposure to price risk
was not significant in relation to these Financial
Statements.
14.
EVENTS AFTER THE REPORTING PERIOD
Impact of the Novel Coronavirus ("COVID-19")
The
current outbreak of the novel coronavirus (COVID-19), and any
future emergence and spread of similar pathogens, could have a
material adverse effect on global and local economic and business
conditions which may adversely impact our business and results of
operations and the operations of contractors and service providers.
The outbreak has now spread to Canada where we conduct our
principal business operations. Our plans to advance our projects in
Canada are dependent upon the continued progress of our
preparations for the exploration evaluation process, as well as our
ability to continue the work required in connection with this
process through our employees and our contractors. In addition, our
personnel may be delayed in completing the required work that we
are pursuing in connection with this process due to quarantine,
self-isolation, social distancing, restrictions on travel,
restrictions on meetings and work from home requirements. The
extent to which the coronavirus impacts our operations will depend
on future developments, which are highly uncertain and cannot be
predicted with confidence, including the duration of the outbreak,
new information that may emerge concerning the severity of the
coronavirus and the actions taken to contain the coronavirus or
treat its impact, among others. Moreover, the spread of the
coronavirus globally is expected to have a material adverse effect
on global and regional economies and to continue to negatively
impact stock markets, including the trading price of our shares.
These adverse effects on the economy, the stock market and our
share price could adversely impact our ability to raise capital,
with the result that our ability to pursue the advancement of the
our projects in Canada could be adversely impacted, both through
delays and through increased costs. Any of these developments, and
others, could have a material adverse effect on our business and
results of operations and could delay our plans for development of
our projects in Canada.
This
Management's Discussion and Analysis ("MD&A") should be read in
conjunction with the audited consolidated financial statements (the
“Annual Financial Statements”) of Amarc Resources Ltd.
(“Amarc”, or the “Company”) for the year
ended March 31, 2020 which are publicly available on SEDAR at
www.sedar.com.
All monetary amounts herein are expressed in Canadian Dollars
("CAD") unless otherwise stated.
The
Company reports in accordance with International Financial
Reporting Standards as issued by the International Accounting
Standards Board ("IASB") and interpretations of the IFRS
Interpretations Committee (together known as "IFRS"). The following
disclosure and associated Financial Statements are presented in
accordance with IFRS.
Cautionary Note to Investors Concerning Forward-looking
Statements
This discussion and analysis includes
certain statements that may be deemed “forward-looking
statements”. All such statements, other than statements of
historical fact that address exploration drilling, exploitation
activities and other related events or developments are
forward-looking statements. Although Amarc Resources Ltd.
(“Amarc”) believes the expectations expressed in such
forward- looking statements are based on reasonable assumptions,
such statements are not guarantees of future performance and actual
results or developments may differ materially from those in the
forward-looking statements. Assumptions used by Amarc to develop
forward- looking statements include the following: Amarc’s
projects will obtain all required environmental and other permits
and all land use and other licenses, studies and exploration of
Amarc’s projects will continue to be positive and no
geological or technical problems will occur. Factors that could
cause actual results to differ materially from those in
forward-looking statements include market prices, potential
environmental issues or liabilities associated with exploration,
development and mining activities, exploitation and exploration
successes, continuity of mineralization, uncertainties related to
the ability to obtain necessary permits, licenses and tenure and
delays due to third party opposition, changes in and the effect of
government policies regarding mining and natural resource
exploration and exploitation, and exploration and development of
properties located within Aboriginal groups asserted territories
may affect or be perceived to affect asserted aboriginal rights and
title, which may cause permitting delays or opposition by
Aboriginal groups, continued availability of capital and financing
and general economic, market or business conditions, as well as
risks relating to the uncertainties with respect to the effects of
COVID-19. Investors are cautioned that any such statements are not
guarantees of future performance and actual results or developments
may differ materially from those projected in the forward-looking
statements. For more information on Amarc investors should review
the Company’s annual Form 20-F filing with the United States
Securities and Exchange Commission (the “SEC”)
at www.sec.gov and
its home jurisdiction filings that are available at
www.sedar.com.
Cautionary Note to Investors Concerning Estimates of Inferred
Resources:
This discussion and analysis uses the terms “measured
resources”, “indicated resources” and
“inferred resources” which are recognized and required
by Canadian regulators under National Instrument 43-101
(“43-101”). The SEC has adopted amendments to its
disclosure rules to modernize the mineral property disclosure
requirements for issuers whose securities are registered with the
SEC under the U.S. Exchange Act, effective February 25, 2019 (the
“SEC Modernization Rules”). The SEC Modernization Rules
adopt definitions of the terms and the categories of resources
which are “substantially similar” to the corresponding
terms under Canadian regulations in 43-101. Accordingly, there is
no assurance any mineral resources that we may report under 43-101
would be the same had we prepared the resources estimates under the
standards adopted under the SEC Modernization Rules. Amarc cautions
investors not to assume that all or any part of the mineral
deposits in these categories will ever be converted into reserves.
Under Canadian rules, estimates of inferred resources may not form
the basis of feasibility or pre-feasibility studies, or economic
studies except for a Preliminary Economic Assessment as defined
under 43-101. Investors are cautioned not to assume that all or
part of an inferred resource is economically or legally
mineable.
1.2
OVERVIEW
Amarc
is a mineral exploration and development company with an
experienced and successful management team focused on developing a
new generation of British Columbia (“BC”) copper
(“Cu”) mines. By combining strong projects and funding
with successful management, Amarc has created a solid platform to
commence value creation.
Through
its work programs Amarc has substantially advanced its 100% owned
IKE, DUKE and JOY porphyry Cu deposit districts located in
southern, central and northern BC, respectively. Each of these Cu
districts have proximity to industrial infrastructure, power, rail
and highways. The IKE, DUKE and JOY Projects have significant
potential for the discovery of important scale, porphyry Cu- Au and
Cu-Mo deposits. The Company is also actively evaluating Cu and Au
projects with a view to acquisition.
LOCATION
OF THE COMPANY'S IKE, DUKE AND JOY PROJECTS
The 462
km2 IKE Project is located 33
km northwest of the historical mining community of Gold Bridge near
the heartland of BC’s producing porphyry Cu mines. The IKE
Project includes the IKE porphyry Cu-Mo-Ag deposit discovery, the
high potential Greater Empress Copper-Gold Project
(“GECAP”) that hosts the Empress Cu-Au-Ag deposit and
other significant porphyry Cu-Au-Mo-Ag and Cu-Au-Ag replacement
deposit targets, and also the number of promising porphyry Cu and
Au- Ag epithermal targets within the greater IKE District. The
Project shares many characteristics with porphyry districts around
the globe that host major, and commonly multiple,
Cu±Au±Mo±Ag deposits and has the potential to
possess the grades and resources necessary to develop into an
important mining camp.
Subject
to funding Amarc is planning an expanded drill program at the IKE
deposit with the goal of establishing a NI-43-101 compliant
resource, and at the GECAP an integrated program to drill test the
high potential drill-ready targets with survey work on other
promising targets to bring them to a drill ready status. The
Company has the required drill and IP permits in hand for the
proposed work program.
Amarc’s DUKE
Project is located 80 km northeast of Smithers within the Babine
District (the “District”), one of BC’s most
prolific porphyry Cu-Au belts. The District, a 40 by 100 km north-
northwesterly striking mineralized belt is host to Noranda
Mines’ past producing Bell and Granisle Cu-gold mines that
produced a total of 1.1 billion pounds of Cu, 634,000 ounces of Au
and 3.5 million ounces of Ag1, and the advanced stage Morrison
Cu-Au deposit. The DUKE Project includes both the DUKE porphyry Cu
deposit target discovery and a series of high potential porphyry
Cu-Au deposit targets generated form the Company’s
comprehensive district-scale targeting program.
The
Company is currently planning how best to undertake the drilling
required to delineate the geometry and grade distribution of its
DUKE discovery in order to inform a mineral resource estimate and
related studies. In addition, on it’s regional targets Amarc
is planning for initial ground surveys taking advantage of
extensive logging road networks across the property. These focused
surveys would be followed by RC drilling to test prioritized
targets for the presence of potential porphyry Cu- Au mineralized
systems below cover and, where a deposit target is confirmed core
drilling to determine the extent, grade and geometry of the
mineralized system. The Company has permits in hand to commence
these works.
Amarc’s
100%-owned 482 km2
JOY Project covers the northern extension of the prolific Kemess
porphyry Cu-Au district (the “Kemess District”) in the
Toodoggone region of north-central BC. The JOY claims are located
approximately 20 km north of the former Kemess South Mine and the
government-approved Kemess underground project. In mid-2017,
Centerra Gold Inc. (“Centerra”) purchased the Kemess
District from AuRico Metals Inc. for $310 million2. The Project includes the PINE porphyry
Cu-Au deposit and MEX porphyry Cu-Au deposit target which have seen
several phases of historical drilling. Work by Amarc has identified
significant expansion potential at both that requires drill
testing. In addition, Amarc’s extensive exploration surveys
have defined seven large (approximately 1 to 8 km2),
high potential porphyry Cu-Au exploration target areas. Each of
these target areas hosts multiple targets that are either
drill-ready, or can rapidly be brought up to a drill ready status
by the completion of focused surface surveys.
Amarc
is planning the next phase of the JOY Project exploration to
include core drill testing of drill- ready targets, undertaken
concurrently with low-cost surface exploration work to efficiently
bring the new exploration targets up to a drill-ready
status.
1 MINFILE
Number 093L 146 and 093M 001 MINFILE Production Detail Report, BC
Geological Survey, Ministry of Energy and Mines, BC.
Amarc’s
senior management and project team seeks early and meaningful
engagement with local landowners, First Nations and other land
interests to ensure its mineral exploration and development
activities are well-coordinated and broadly supported, to address
local priorities and concerns, and to optimize opportunities for
collaboration and local benefit. In particular, the Company seeks
to establish mutually beneficial partnerships with Indigenous
groups within whose traditional territories its projects are
located - including through the provision of jobs, training
programs, contract opportunities, capacity funding agreements and
sponsorship of community events. All Amarc work programs are
carefully planned to achieve high levels of environmental and
social performance.
The IKE Project
Amarc’s 100%
owned IKE Project is located 35 km northwest of the town of Gold
Bridge in southwestern BC near the heartland of the provinces
producing porphyry Cu mines. It is proximal to industrial
infrastructure including power, and also highways and rail that
connect the Project to Vancouver and its port
facilities.
Hydrothermal
alteration and mineralization, which is prospective for the
discovery of porphyry Cu±Au±Mo±Ag and related
deposit types occurs throughout the 462 km2 IKE Project. The Project occupies a
highly fertile block of crust where magmatic‐hydrothermal‐structural
characteristics are favorable for the formation of
intrusion-related Cu±Au±Mo±Ag deposits with good
grade (see below). These characteristics are common to most
porphyry districts around the globe that host major, and commonly
multiple, Cu±Au±Mo±Ag deposits.
The IKE
Project includes the IKE porphyry Cu-Mo-Ag deposit discovery, the
high potential GECAP are that hosts the Empress Cu-Au-Ag deposit
and significant porphyry Cu-Au-Mo-Ag and Cu-Au-Ag replacement
deposit targets, and also the number of promising porphyry Cu and
Au-Ag epithermal targets within the greater IKE District. The
Project has the potential to possess the grades and resources
necessary to develop into an important mining camp.
Further
to the information provided below additional detail on the IKE
Project can be found in the Company’s recently filed National
Instrument 43-101 Technical Report under Amarc’s profile at
www.sedar.com and
on the Company’s website at www.amarcresources.com/ahr/Home.asp.
IKE Porphyry Copper-Molybdenum-Silver Deposit
The
potential of the IKE porphyry deposit was recognized by Amarc
during a review of porphyry occurrences located in underexplored
mineral belts in BC. Limited historical drilling indicated the
presence of a mineral system with characteristics favorable for an
economically viable porphyry Cu- Mo-Ag deposit, underlying a
significant area of gossanous material. Three historical drill
holes, located over approximately 220 m, had intersected long
continuous intercepts of chalcopyrite and molybdenite
mineralization with encouraging grades, for example:
Hole
11-1: 186 m of 0.41% CuEQ3 at
0.31% Cu, 0.022% Mo, 1.9 g/t Ag and 0.01 g/t Au
Incl.:
58 m of 0.52% CuEQ at 0.39% Cu, 0.031% Mo, 1.9 g/t Ag and 0.02 g/t
Au
Hole
11-2: 120 m of 0.41% CuEQ at 0.31% Cu, 0.020% Mo, 3.3 g/t Ag and
0.01 g/t Au
Incl.:
32 m of 0.58% CuEQ at 0.42 % Cu, 0.028% Mo, 6.3 g/t Ag and 0.02g/t
Au
There
was no follow up exploration until Amarc initiated
exploration.
Largely
co-incident magnetic, induced polarization (”IP”)
chargeability geophysics and geochemical talus fines anomalies,
together with geological alteration mapping defined an extensive 9
km2 hydrothermal system, into
which Amarc has completed approximately 15,455 m of core drilling
in 26 widely-spaced holes. This drilling has confirmed the presence
of a substantial body of porphyry Cu-Mo-Ag mineralization with
encouraging grades, over an area 1,200 m east-west by 1,000 m
north- south, and over a vertical extent of 875 m depth, that
remains open to expansion. For example:
Hole
IK15010: 128 m of 0.43% CuEQ3
at 0.33% Cu, 0.022% Mo and 3.1 g/t Ag
Incl.:
32 m of 0.58% CuEQ at 0.43% Cu, 0.032% Mo and 4.3 g/t
Ag
Hole
IK15013: 321 m @ 0.47% CuEQ at 0.32% Cu, 0.038% Mo and 3.2 g/t
Ag
Incl.:
124 m with 0.68% CuEQ at 0.43 % Cu, 0.063% Mo and 3.3 g/t
Ag
Like
many major porphyry deposits, the IKE deposit formed in a very
active, multi-stage hydrothermal system that was extensive and
robust. Geological mapping and logging of diamond drill core at IKE
indicate the deposit is hosted entirely by multi-phase intrusive
rocks. Its overall geological setting is similar to that of many
important porphyry belts along the Cordillera in North and South
America.
Core
observations and initial petrographic studies at IKE indicate that
the chalcopyrite and molybdenite mineralization occurs as fine to
relatively coarse, mostly discrete grains, mainly as disseminations
and less commonly in fractures and veins. Multi-element analyses
have returned consistently and unusually low concentrations of
metallurgically or environmentally deleterious
3 CuEQ calculations
use metal prices of: Cu US$3.00/lb, Mo US$12.00/lb, Ag US$18.00/oz
and Au US$1,400.00/oz and conceptual recoveries of: Cu 90%, Au 72%,
Ag 67% and Mo 82%. Conversion of metals to an equivalent copper
grade based on these metal prices is relative to the copper price
per unit mass factored by predicted recoveries for those metals
normalized to the copper recovery. The net metal equivalencies for
each metal are added to the copper grade. The general formula for
this is: CuEQ = Cu% + (Au g/t
* (Au recovery / Cu
recovery) * (Au $ per oz/ 31.1034768) / (Cu $ per lb* 22.04623)) +
(Ag g/t * (Ag recovery / Cu recovery) * (Ag $ per oz/ 31.1034768) /
(Cu $ per lb* 22.04623)) + (Mo % * (Mo recovery / Cu recovery) *
(Mo $ per lb / Cu $ per lb)). The estimated metallurgical
recoveries are conceptual in nature. There is no guarantee that the
metallurgical testing required to determine metal recoveries will
be done or, if done, the metallurgical recoveries could be at this
level.
elements. These
characteristics, and the generally low concentrations of pyrite at
IKE, suggest excellent potential to produce clean, good-grade Cu
and Mo concentrates by standard flotation processing.
Subject
to funding, the Company is planning an expanded phased drill
program at the IKE deposit with the goal of establishing a
NI-43-101 compliant resource, which will provide the basis for
initial future economic studies. The Company has the required
permits in hand for the proposed drill programs.
GECAP New Gold-Rich Porphyry Copper and Replacement-Style Deposit
Potential
Having
recognized the potential of the IKE porphyry Cu-Mo-Ag deposit,
Amarc consolidate the IKE Project tenure. This included an
important 35 km2 sub-area of
the Project that straddles the coastal plutonic contact for
approximately 15 km. This area known as the GECAP has seen
exploration completed by several operators since the 1920’s.
Recent compilation and integration of useful historical information
from geochemical and geophysical surveys and also drilling,
permitted a rapid advancement in the understanding of the potential
hosted in the area and the recognition of significant porphyry
Cu±Au±Mo-Ag and Cu-Au-Ag replacement deposit targets.
Potential also exits for auriferous,
polymetallic/mesothermal-epithermal deposits.
Immediate GECAP
deposit targets for focused field-based exploration include, for
example, the:
●
Empress Cu-Au-Ag replacement deposit: a
significant body of good grade mineralization that is characterized
by both common high-grade intersections, and relatively good grade
continuity. For example the following historical dill holes
intercepted:
Hole
76-3: 76 m of 1.72% CuEQ3 at
0.92% Cu, 1.42 g/t and 4.7 g/t Ag
Incl.:
32 m of 1.89% CuEQ at 1.11% Cu, 1.39 g/t Au and 4.5 g/t
Ag
Hole
89-8: 106 m of 0.56% CuEQ at 0.35% Cu, 0.36 g/t Au, 1.5 g/t Ag and
0.003% Mo
Incl.:
22 m of 1.21% CuEQ at 0.69 % Cu, 0.91 g/t Au, 2.8 g/t Ag and 0.003%
Mo
Hole
90-21: 52 m of 1.79% CuEQ at 1.10% Cu, 1.21 g/t Au, 2.5 g/t Ag and
0.004% Mo Incl.: 22 m at 2.52% CuEQ at 1.58% Cu, 1.67g/t Au, 2.5g/t
Ag and 0.006% Mo
Note
that in hole 76-3 above Mo was not analyzed for.
Significant
potential exits for a drill program to upgrade and expand the
mineralization which remains open.
●
Empress East Cu-Au±Ag replacement deposit
target: located approximately 1 km east of the Empress
deposit, limited historical drilling at Empress East intercepted
mineralization similar to that at the Empress deposit. For
example:
Hole
91-45: 50 m at 0.64% CuEQ3 of
0.46% Cu, 0.30 g/t Au, 1.0 g/t Ag and 0.002% Mo
The
limited historical drilling together with favorable IP
chargeability and magnetic geophysical features, suggest
significant potential exists with further drilling to enlarge the
known body of mineralization and to increase the grade at Empress
East.
●
Empress Gap Cu-Au±Ag replacement
target: occupies the 1 km gap between the Empress deposit
and the Empress East target where limited historical shallow
percussion and core drilling, with historical IP chargeability
data, suggest a clear opportunity to discover additional Cu-Au
mineralization. Drill testing of this underexplored prospective
target is required.
●
Granite porphyry Cu±Au±Mo-Ag
target: porphyry-style mineralization has been intersected
in limited and tightly collared historical drill holes suggesting
that Granite could be the source of the mineralizing fluids for the
proximal Empress deposit. For example:
Hole
91-49: 92 m at 0.38% CuEQ3 of
0.22% Cu, 0.23 g/t Au, 0.4 g/t Ag and 0.008% Mo
This
target has not been adequately tested and mineralization remains
open to expansion. Step-out drilling from the known mineralization,
including the testing of proximal magnetic and IP chargeability
high features is required.
●
Empress West Cu-Au±Ag replacement and
porphyry target: this extensive target extends more than 2
km to the west of the Empress deposit and has only been tested by
widely-spaced and shallow historical percussion holes, and a few
core holes. It exhibits the same geological setting to the Empress
area, and potential to discover additional Cu-Au mineralization is
indicated by the results of the historical drilling when combined
with magnetic and IP survey data, and also elevated
Cu±Au±Mo concentrations in soils. Modern IP and drilling
is required to test a series of targets.
●
Buzzer Cu-Au-Ag±Mo porphyry target:
porphyry-style mineralization intercepted in historical drilling
may indicate that the known Buzzer body of mineralization may be
the upper-most manifestation of a large underlying auriferous
porphyry Cu deposit. Historical drilling has intercepted, for
example:
Hole
DDH-3: 99 m of 0.58% CuEQ3 at
0.43% Cu and 0.042% Mo
Hole
X-3: 44 m at 1.14% CuEQ at 0.67% Cu, 0.50 g/t Au, 5.3 g/t Ag and
0.046% Mo
Incl.:
27 m at 1,51% CuEQ at 0.86% Cu, 0.72g/t Au, 6.6g/t Ag and 0.059%
Mo
Note
that in hole DDH-3 above Au was not analyzed for.
Consideration to
explore this possibility to depth with a > 500 m drill hole is
warranted.
Taylor-Windfall West
target: this target
is characterized by a strong IP chargeability anomaly located to
the west of the historical Taylor-Windfall epithermal Au mine and
could represent a lithocap to an underlying, or adjacent porphyry
Cu±Au-Ag±Mo deposit. The target warrants additional IP
and drill testing.
The
GECAP has excellent potential for expansion of the Empress deposit
and also for discovery of new Cu‐Au resources in the project
area. Subject to financing Amarc is planning an integrated program
to test the economic potential of the GECAP, which will include
drilling the high potential drill-ready targets while survey work
progresses on other promising targets to bring them to a drill
ready status. The Company has the required drill and IP permits in
hand for the proposed work program.
IKE District Porphyry and Epithermal Targets
The IKE
District hosts several known centres of porphyry Cu mineralization
(Rowbottom, Mad Major- OMG) and Au-Ag epithermal mineralization
(Battlement, Mewtwo) that exist outside of, but in proximity to and
between, the IKE deposit and GECAP areas. Limited exploration by
historical operators and/or Amarc indicates that further survey
work followed by drilling is warranted at these targets. The
Company has the permits in hand for the potential work
program.
At
Rowbottom, Cretaceous porphyry-style Cu-Mo-Au mineralization and
alteration is intermittently exposed along 550 m of Rowbottom
creek, and spatially associated with an extensive 1.3 km by 1.0 km
IP chargeability anomaly that remains open for further surveying.
Limited historical shallow percussion drilling returned good Cu and
Mo grades (Au and Ag were not analysed for), and a single core hole
completed by Amarc confirmed the presence of Au and Ag. Historical
drill intercepts include for example:
Hole
S-64: 49 m of 0.51% CuEQ3 at
0.49% Cu and 0.007% Mo
Hole
S-24: 43 m of 0.40% CuEQ at 0.28% Cu and 0.032% Mo
The
Amarc core hole intersected significant intervals of porphyry Cu-Mo
mineralization hosting elevated Ag and Au values, which are cut by
a number of post mineral dykes and returned, for
example:
RB17001:
66 m of 0.38% CuEQ3 at 0.29%
Cu, 0.006% Mo, 0.08 g/t Au and 4.1 g/t Ag
and:
21 m of 0.43% CuEQ at 0.38% Cu, 0.007% Mo and 4.3 g/t
Ag
An
historical soils grid along with both the historical and Amarc IP
chargeability anomalies suggest that a larger system could be
present, warranting further drilling both laterally and to depth in
order to determine the geometry and grade distribution of the
Rowbottom deposit target.
The Mad
Major-OMG is a Late Cretaceous to Paleocene porphyry
Cu-Mo-Ag±Au target area. It extends over approximately 23
km2 area of highly anomalous
stream sediment geochemistry and gossanous ridges. Amarc’s
exploration, and that of historical operators, has defined several
large IP chargeability and magnetic geophysical, talus fines and
soils geochemical and geological alteration mapping anomalies that
remain to be adequately drill tested. Amarc has completed only
eight very wide-spaced core holes into the target, and the source
of the IP and geochemical anomalies is yet to be determined.
Additional survey work and drilling is warranted.
Although not the
focus of Amarc’s exploration, epithermal potential exits on
the IKE Project. For example, at both Battement and Mewtwo
reconnaissance stage exploration suggests a geological environment
that is permissive for either, or both, a porphyry or
epithermal-type deposits. Further exploration is warranted at both
targets.
Collectively the
IKE deposit, GECAP and IKE District target areas as described
warrant substantial exploration programs.
IKE Project Capped Royalties
Amarc
has a 100% interest in the IKE, Granite, Juno and Galore
Properties, which make up the IKE Project. The mineral claims
comprising the Juno Property were staked and are owned 100% by the
Company.
In July
2014, Amarc acquired a 100% interest in the IKE property from
Oxford Resources Inc. (“Oxford”, formerly Highpoint
Exploration Inc.). At that time Oxford’s ownership interest
was converted to a 1% Net Smelter Returns (“NSR”)
royalty, which can be purchased at any time for $2 million (payable
in cash or common shares of Amarc at the company’s sole
election).
The IKE
property is also subject to a 2% underlying NSR royalty to two
underlying owners, whereby Amarc has the right to purchase: (1) one
half of the royalty (1%) for $2 million ($1 million of which is
payable in cash, Amarc common shares, or any such combination of
cash and shares, at Amarc's discretion) at any time prior to
commercial production; and (2) the second half of the royalty (1%)
also for $2 million ($1 million of which is payable in cash, and
the balance in Amarc common shares, or any such combination of cash
and shares, at Amarc's discretion) at any time on or before a
commercial mine production decision has been made in respect of the
IKE property. Amarc has agreed that upon completion of a positive
feasibility study it will issue 500,000 common shares to the
underlying owners.
In
November 2014, Amarc acquired a 100% interest in the adjoining
Granite property from Great Quest Fertilizers Ltd. ("Great Quest",
previously known as Great Quest Metals Ltd., which is also referred
to as “Great Quest” herein). Great Quest holds a 2% NSR
royalty on that property which can be purchased for $2 million, on
or before commercial production (payable in cash, Amarc common
shares, or any such combination of cash and shares, at
Amarc’s discretion). In addition, there is an underlying 2.5%
NSR royalty on certain mineral claims within the Granite property,
which can be purchased at any time for $1.5 million less any amount
of royalty already paid.
In
January 2017, Amarc acquired a 100% interest in the adjoining
Galore property from Galore Resources Inc. ("Galore Resources"),
clear of any royalties to Galore Resources. In January 2018, Amarc
concluded an agreement with the underlying owners of the Galore
property, whereby Amarc acquired all of the underlying
owners’ residual interest in and to the Galore property,
including five NSR and five NPI royalties.
On
September 3, 2015, Amarc entered into an agreement (the
"Agreement") with Thompson Creek (now a wholly owned subsidiary of
Centerra) pursuant to which Thompson Creek could acquire, through a
staged investment process within five years, a 30% ownership
interest in mineral claims and crown grants covering the IKE
Project. Under the terms of the Agreement, Thompson Creek also
received an option, after acquiring its 30% interest, to acquire an
additional 20% interest in the IKE Project, subject to certain
conditions, including the completion of a Feasibility Study. On
January 11, 2017, Amarc announced that Thompson Creek, having been
acquired by Au-focused Centerra, relinquished its option to earn up
to a 50% interest in the IKE Project. Thompson Creek had a 10%
participating interest in the IKE Project by investing $6 million
in exploration programs undertaken in 2015 and 2016, and elected to
exchange its participating interest for a 1% Conversion NSR royalty
from mine production, which is capped at a total of $5 million. As
a result, Amarc re-acquired 100% interest in the IKE
Project.
The DUKE Project
Amarc’s 100%
owned DUKE Project is located 80 km northeast of Smithers within
the Babine District (the “District”), one of BC’s
most prolific porphyry Cu-Au belts. The District, a 40 by 100 km
north- northwesterly striking mineralized belt is host to Noranda
Mines’ past producing Bell and Granisle Cu-Au mines that
produced a total of 1.1 billion pounds of Cu, 634,000 ounces of Au
and 3.5 million ounces of Ag4,
and the advanced stage Morrison Cu-Au deposit. Amarc’s DUKE
porphyry Cu discovery is located 30 km north of the Bell Mine.
Extensive infrastructure exists in the District, which primarily
relates to the forestry industry but also dates back to mining
activity.
The 704
km2 DUKE Project includes both
the DUKE porphyry Cu deposit target discovery (“DUKE”)
and a series of high potential porphyry Cu-Au deposit targets
generated form the Company’s district- scale targeting
program.
Additional detail
further to that presented below on the DUKE Project can be found in
the Company’s recently filed National Instrument 43-101
Technical Report under Amarc’s profile at www.sedar.com and
on the Company’s website at www.amarcresources.com/ahr/Home.asp.
Porphyry Copper Expansion Potential at the Duke Deposit
Target
The
porphyry Cu system at DUKE has seen only limited drilling. Many of
the 30 historical shallow and closely-spaced core holes intersected
and ended in significant Cu-Mo-Ag-Au mineralization. In the main
area of known mineralization, these holes extended to only 124 m
vertical depth from surface. Examples of the intercepts from
are:
Hole
71-14: 87 m of 0.52% CuEQ3 at
0.40% Cu, 0.021% Mo, 2.2 g/t Ag and 0.05 g/t Au
Incl.:
40 m of 0.61% CuEQ at 0.48% Cu, 0.023% Mo, 2.6 g/t Ag and 0.07 g/t
Au
4 MINFILE Number 093L 146 and 093M 001
MINFILE Production Detail Report, BC Geological Survey, Ministry of
Energy and Mines, BC.
Hole
70-02: 113 m of 0.38% CuEQ at 0.30% Cu, 0.012% Mo, 1.1 g/t Ag and
0.06 g/t Au
Incl.:
12 m of 0.50% CuEQ at 0.41% Cu, 0.010% Mo, 1.6 g/t Ag and 0.09 g/t
Au
The historical drilling was centered within a
restricted part of a robust, 3 km north-south by 1 km east- west
historical IP chargeability anomaly, which is thought to have been
offset by faulting. When reconstructed, this IP chargeability
anomaly has a classic donut shape (see figures provided in
May 6, 2020 news release) that was the target of
Amarc’s eight core holes completed in 2017 through 2018 (see
December 19, 2017 and June 12, 2018 news releases). Seven of the
eight core holes drilledover an area measuring approximately 400 m
north-south by 600 m east-west successfully intersected porphyry
Cu-style mineralization to a vertical depth of 360 m. This
mineralization remains open to expansion. Select intercept examples
include:
Hole
DK18002: 102 m of 0.31% CuEQ3
at 0.22% Cu, 0.014% Mo, 1.3 g/t Ag and 0.06 g/t Au
Hole
DK18005: 147 m of 0.40% CuEQ 0.27% Cu, 0.028% Mo, 1.1 g/t Ag and
0.05 g/t Au
Incl.:
20 m of 0.62 % CuEQ at 0.45% Cu, 0.033% Mo, 2.0 g/t Ag and 0.06 g/t
Au
Hole
DK18006: 58 m of 0.45% CuEQ at 0.34% Cu, 0.015% Mo, 1.5 g/t Ag and
0.059 g/t Au
Notably, a single
step-out hole (DK18004) completed by Amarc more than 1 km to the
north of the seven other Amarc holes, and within the displaced
portion of the IP chargeability anomaly, intersected substantial
lengths of moderate to low grade Cu and Mo mineralization,
confirming a very extensive lateral dimension to the DUKE porphyry
Cu system. Subject to financing Amarc is currently planning how
best to undertake the drilling required to delineate the geometry
and grade distribution of its DUKE discovery in order to inform a
mineral resource estimate and related studies. The Company has the
permit in hand to commence potential works.
New Duke District Porphyry Copper-Gold Targets
Appreciating the
Cu-Au prospectivity of the Babine District and its relatively
unexplored nature due to widespread glacial cover (4 m to 18 m
thick in the Amarc DUKE discovery drill holes), Amarc has completed
a comprehensive compilation of government and historical data over
the entire 704 km2 DUKE
Project. This integrated study provided a new interpretation of the
geological, geochemical and geophysical characteristics of the
Babine District, identifying 12 previously unrecognized high
potential porphyry Cu-Au deposit targets. These target areas were
defined, for example, by anomalous Cu-Au-Mo-Ag (and other porphyry
indicator elements) till geochemistry, till samples with identified
grains of bornite, chalcopyrite and/or favorable biotite feldspar
porphyry, compelling up- ice magnetic geophysics features, and
indications of structural control along faults emanating from large
deep-seated regional structures that likely controlled the
emplacement of the prospective intrusions, along with numerous
other scientific vectors.
Regionally, Amarc
is planning for initial, focused ground surveys taking advantage of
extensive logging road networks across the property. These surveys
would be followed by RC drilling that would test prioritized
targets for the presence of potential porphyry Cu mineralized
systems below cover and, where a deposit target is confirmed core
drilling to determine the extent, grade and geometry of the
mineralized system. The Company has an IP permit in hand to
commence these works.
DUKE Project Royalties
Amarc
holds 100% interest in the DUKE Project free of any
royalty.
The JOY Project
Amarc’s
100%-owned 482 km2 JOY Project
covers the northern extension of the prolific Kemess porphyry Cu-Au
district (the “Kemess District”) in the Toodoggone
region of north-central BC (see figures provided in May 15, 2020
news release). The Kemess District is well-known to Amarc’s
technical team through their association with Hunter Dickinson Inc.
(“HDI”); its members are credited as being the first to
recognize the District’s true porphyry potential –
acquiring both the early-stage Kemess North and Kemess South
prospects and advancing them to significant porphyry Cu-Au
deposits, before selling the projects to a predecessor of Northgate
Minerals (“Northgate”). Northgate went on to develop
the Kemess South mine (BC’s third largest Au producer),
producing three million ounces of Au, and 750 million pounds of Cu
over a 13-year period to 20115. The southern area of the Kemess
District, now owned by Centerra, includes the government-approved
Kemess Underground Project (the deeper higher-grade extension of
the Kemess North deposit), the advanced stage Kemess East deposit
as well as the mined-out Kemess South deposit. The resource road
that services Centerra’s deposits and the historical Lawyers
and Shasta Au-Ag mines, also provides access to Amarc’s JOY
Project.
The
PINE deposit and MEX deposit target on the JOY Project have seen
several phases of historical drilling. Work by Amarc has identified
significant expansion potential at both that requires drill
testing. In addition, Amarc has defined seven large (approximately
1 to 8 km2), high potential
porphyry Cu-Au exploration target areas, each of which hosts
multiple targets that are either drill- ready, or can rapidly be
brought up to a drill ready status by the completion of focused
surface surveys. A highly effective targeting strategy was achieved
by combining and interpreting information from the Company’s
exploration surveys and extensive historical datasets. These
datasets include results from soil geochemical sample grids,
airborne magnetics and IP geophysical surveys, geological and
alteration mapping and historical drilling. The large historical
soils geochemical database (6,390 samples) was particularly
useful.
5 SRK Consulting (Canada) Inc. 2013. NI
43-101 Technical Report on the Kemess Underground Project, British
Columbia, Canada, AuRico Metals Ltd., SEDAR.
New Porphyry Copper-Gold Potential at PINE and MEX
The
PINE deposit is a northeast-trending, 2.5 km-long porphyry Cu-Au
mineralized system located within an underexplored 6 km2 area of strong hydrothermal alteration,
as defined by IP chargeability, alteration mapping and limited
historical drilling. At the PINE deposit, shallow historical
drilling (most holes record less than 175 m vertical penetration)
indicates that mineralization is open both laterally and to depth,
with many of the holes ending in mineralization and some showing a
downhole increase in Cu and Au grades (see figure provided in May15, 2020 news release). Examples of the historical results
are:
Hole
P97-08: 141 m of 0.46% CuEQ3
at 0.17% Cu, 0.49 g/t Au, 2.0 g/t Ag and 0.001% Mo
Hole
92-40: 85 m of 0.55% CuEQ at 0.14% Cu, 0.73 g/t Au, 0.6 g/t Ag and
0.002% Mo
Hole
93-44: 82 m of 0.42% CuEQ at 0.12% Cu, 0.52 g/t Au, 1.1 g/t Ag and
0.003% Mo
In
addition to the delineated drill-ready targets at PINE, untested
areas of high IP chargeability and/or soil geochemistry lie between
the widely-spaced historical holes and extend outward laterally,
with the majority of the surrounding 6 km2 area of strong hydrothermal alteration
remaining to be fully explored.
Similarly, at the
MEX deposit target widely-spaced historical drilling indicates that
the system remains open both laterally and to depth.
Newly Identified Porphyry Copper-Gold Targets
The MEX
Cluster, located between the PINE and MEX mineralized systems,
includes a series of new targets (see figure provided in May 15,2020 news release), that are characterized by coincident anomalies
defined by geochemical, geophysical and mapping surveys. These new,
well-defined targets are a priority for early drill
testing.
Additional surface
surveys are planned to prepare emerging drill targets at the Canyon
South, Twins, SW Takla, Central Takla and the North Finley target
areas for drilling. For example at Canyon South, a 1 km wide
high-contrast >28 mV/V core of a 2 km-wide >18 mV/V IP
chargeability anomaly closely coincides with a 500 m diameter
magnetic high that is possibly related to an unidentified, and
potentially mineralized, porphyry stock. Notably, two historical
drill holes: PIN09-15, which encountered 11.43 g/t Au over 3 m, and MEX12-013,
which recorded 0.05% Cu and 0.18
g/t Au over 62.3 m are located on the periphery of the
Canyon South target and on the opposite sides of the
open 2
km-wide IP chargeability anomaly. Such an occurrence of Au ±
Cu could be related to the outer regions of a porphyry system. A
new IP survey is proposed to expand the coverage of the historical
IP to define the full extent of the chargeability anomaly in
preparation for drill testing.
Amarc
is planning the next phase of the JOY Project exploration to
include core drill testing of drill- ready targets, undertaken
concurrently with low-cost surface exploration work to efficiently
bring the latter new exploration targets up to a drill-ready
status. The Company has permits in hand to commence the proposed
works.
JOY Project Royalties
The
100% Amarc owned JOY Project comprises the JOY, PINE and Paula
properties, and also the STAKED Claims. The mineral claims
comprising the STAKED Claims were staked and are owned 100% by the
Company.
On
November 21, 2017, Amarc acquired 100% interest in the 7,200 Ha JOY
property from United Minerals Services Ltd., a private vendor. The
JOY property is subject to an underlying 3% NSR royalty from
production to a former owner, which is capped at $3.5
million.
On
August 29, 2017, Amarc announced that it had concluded option
agreements with each of Gold Fields Toodoggone Exploration
Corporation (“Gold Fields”) and Cascadero Copper
Corporation ("Cascadero"), which at that time held the PINE
property in a 51%:49% joint venture, that enabled Amarc to purchase
100% of the property. On December 31, 2018, Amarc completed the
purchase of Cascadero’s 49% interest in the PINE Property
(Amarc MD&A December 31, 2018). Further on December 9, 2019,
Amarc announced that it had reached an agreement with Gold Fields
to amend the option agreement between the parties and purchased
outright the remaining 51% of the PINE property from Gold Fields
(Amarc news release, December 9, 2019).
Gold
Fields retains a 2.5% NPI royalty on mineral claims comprising
about 96% of the PINE property and a 1% NSR royalty on the balance
of the claims. The NPI royalty can be reduced to 1.25% at any time
through the payment to Gold Fields of $2.5 million in cash or
shares. The NSR royalty can be reduced to 0.50% through the payment
to Gold Fields of $2.5 million in cash or shares.
The
PINE property is subject to a 3% underlying NSR royalty payable
from production to a former owner and capped at $5 million payable
from production (Amarc November 21, 2017 news
release).
In
November 2019 Amarc entered into a purchase agreement with two
prospectors to acquire 100% of a single mineral claim, called the
Paula property, located internal to the wider JOY Project tenure
(Amarc MD&A December 31, 2019). The claim is subject to a 1%
NSR royalty payable from commercial production that is capped at
$0.5 million.
Other
Properties
Amarc’s focus
with respect to its Newton project is to work towards venturing it
out to a third party to further advance exploration.
Amarc
made a drill discovery at its 100% owned Newton bulk-tonnage Au-Ag
project in late 2009 and subsequently conducted exploration and
delineation drilling at the deposit until June 2012.
An
initial mineral resource estimate announced in September 2012,
based on 24,513 m of core drilling in 78 holes completed up to June30, 2012, confirms that Newton is a significant bulk tonnage Au
discovery that remains open to further expansion. At a 0.25 g/t Au
cut-off, Inferred Mineral Resources comprise 111.5 million tonnes
grading 0.44 g/t Au and 2.1 g/t Ag, containing 1.6 million ounces
of Au and 7.7 million ounces of Ag.
Inferred Mineral
Resources at various cut-off grades are summarized in the table
below.
NEWTON
GOLD PROJECT – INFERRED MINERAL RESOURCES
Cut-Off Grade
Size
Grade
Contained
Metal
(g/t Au)
Tonnage
(000 t)
Gold
(g/t)
Silver
(g/t)
Gold
(000 oz)
Silver
(000 oz)
0.20
147,069
0.38
1.9
1,818
8,833
0.25
111,460
0.44
2.1
1,571
7,694
0.30
85,239
0.49
2.4
1,334
6,495
0.35
65,384
0.54
2.7
1,130
5,635
0.40
49,502
0.59
2.9
938
4,596
Notes:
1.
CIM definitions
were followed for this mineral resource estimate. An "Inferred
Mineral Resource" is that part of a Mineral Resource for which
quantity and grade or quality can be estimated on the basis of
geological evidence and limited sampling and reasonably assumed,
but not verified, geological and grade continuity. The estimate is
based on limited information and sampling gathered through
appropriate techniques from locations such as outcrops, trenches,
pits, workings and drill holes.
2.
Inferred Mineral
Resources were estimated using a long-term gold price of US$1,750
per ounce, a long-term silver price of US$25 per ounce, and a
US$/C$ 1.00 exchange rate.
3.
Bulk density is
2.71 tonnes per cubic metre.
4.
Numbers may not add
due to rounding.
5.
The Effective Date
of the Mineral Resource is July 4, 2012; the Effective Date being
defined as the date when Roscoe Postle Associates Inc. was in
receipt of full data which informed the resource.
The
Newton Inferred Mineral Resources were prepared using
geostatistical methods by technical staff at HDI and audited by
geological and mining consultants at Roscoe Postle Associates Inc.
under the direction of Reno Pressacco, P. Geo., an independent
Qualified Person. Sample preparation and analysis of drill core
samples from Newton were completed at the ISO 9001:2008 accredited
and ISO- IEC 17025:2005 accredited Acme Analytical Laboratories
(Vancouver) Ltd. A technical report providing further details of
the estimate is available on the Company’s profile on
www.sedar.com.
The
current Newton Resource extends over an area of approximately 800 m
by 800 m and to a depth of 560 m, and is open to expansion to the
northwest, west and to depth. It is located within the southeast
segment of an extensive 7 km2
sulphide system that is characterized by widespread Au enrichment
indicating good potential for the development of substantial
additional resources. This
large,
fertile mineral system extends well beyond the limits of the
current resource and is largely concealed under shallow
cover.
Newton
exhibits key characteristics that typify significant hydrothermal
Au deposits. The deposit lies within a large, Au-enriched
epithermal system that formed approximately 72 million years ago
contemporaneously with felsic volcanic and intrusive rocks, which
were emplaced into a structurally-active graben environment. Gold,
Ag and associated base metal mineralization was precipitated with
extensive zones of strong quartz-sericite alteration. The
alteration types, metal associations and geological setting at
Newton are nearly identical to those which characterize several
major intrusion-related epithermal Au deposits in BC –
including the important Blackwater- Davidson, and Snowfields
deposits.
Exploration and
resource expansion potential are clearly indicated at Newton by the
large scale of the hydrothermal system, the structurally- and
magmatically-active nature of the geological setting at the time of
mineralization, the intensity of the hydrothermal alteration and
the strong, widespread metal anomalies that have been confirmed by
widely-spaced wildcat drilling. In addition, the Newton deposit
occupies only one portion of an extensive IP geophysics
chargeability anomaly. It is important to note that, beyond the
currently delineated Newton Resource, anomalous concentrations of
metals have been intersected in almost all exploration holes
drilled on the property. Large portions of the system remain
untested or have been tested only by widely-spaced reconnaissance
drilling.
Amarc's
Newton property is located some 100 km west of the City of Williams
Lake, BC, in a region characterized by gently rolling hills and
other characteristics favorable for project development. The
district is well served by existing transportation and power
infrastructure and a skilled workforce, which support a number of
operating mines, as well as late-stage mineral development and
exploration projects.
Newton
Property Royalties
Amarc
holds a 100% interest in the Newton Property. Newton Gold Corp.
holds a 5% NPI royalty. In addition, the mineral claims defined in
an underlying agreement are subject to a 2% NSR royalty, which
royalty may be purchased by Amarc for $2 million at any time.
Advance NSR royalty payments of $25,000 per annum commenced on
January 1, 2011.
The
following information is derived from the Company's annual
financial statements which have been prepared in accordance with
IFRS as issued by the IASB effective for the respective reporting
years of the Company and are expressed in Canadian Dollars. The
Company's audited financial statements are publicly available on
SEDAR at www.sedar.com.
($
000’s, except loss per share)
2020
2019
2018
Total
assets
$529
$799
$3,625
Non-current
liabilities
$512
$–
$764
Net loss for the
year
$1,254
$1,949
$2,072
Basic and diluted
loss per common share
$0.01
$0.01
$0.01
1.4
SUMMARY OF QUARTERLY
RESULTS
These
amounts are expressed in thousands of Canadian Dollars, except per
share amounts. Minor differences are due to rounding.
The
variations in net results over the fiscal quarters presented above
were caused be the Company’s mineral exploration and
evaluation activities, which, if undertaken, typically ramp-up in
the summer during the 3rd
calendar quarters. See the following section of the MD&A for
additional discussions.
1.5
RESULTS OF
OPERATIONS
The
Company recorded a decrease in net loss of $695,000 from a net loss
of $1,949,000 for the prior year to a net loss of $1,254,000 for
the current year.
The
following table provides changes in expenditures and cost
recoveries in the current year presented compared to the prior
year:
The
above noted changes in the level of expenditures and cost
recoveries in the current periods presented compared to the prior
periods are commensurate with the decrease in the Company’s
operating and financing activities as discussed
herein.
A
breakdown of the Company’s exploration and evaluation
expenses for the year ended March 31, 2020 and 2019 is as
follows:
The
Company’s mineral exploration and evaluation activities
presented above were concentrated in
the
second and third quarters of the year.
The IKE
Project and the JOY Project exploration and evaluation activities
were primarily funded by Hudbay during fiscal 2019. Accordingly,
the Company recorded cost recoveries for the year ended March 31,2020 and 2019 of $92,000 and $1,645,000 related to the IKE Project,
and $321,000 and
$2,893,000 related
to the JOY Project, respectively, representing such
funding.
The
Financial Statements provides a breakdown of the Company’s
general and administration expenses for the year. General and
administration expenses for the fourth quarter of the current year
of $232,000 were consistent with the prior year of $224,000. A
breakdown of general and administration expenses for the fourth
quarter of the current year and prior year is as
follows:
Historically, the
Company's sole source of funding has been provided from the
issuance of equity securities for cash, primarily through private
placements to sophisticated investors and institutions, and from
director loans. The Company's access to financing is always
uncertain. There can be no assurance of continued access to
significant equity funding to finance the Company's ongoing
operations.
At
March 31, 2020, the Company had a cash balance of $249,000 and a
working capital deficit of approximately $641,000, which was
primarily due to a director’s loan of $300,000 due in August
2020 that was reclassified as a current liability and the increase
in the related party balances from
$223,000 at March31, 2019 to $592,000 at March 31, 2020. The Company is in
discussions with regards to an extension of the loan. The Company
plans its cash spending based on availability of
funds.
Further
advancement and development of the Company’s mineral property
interests in the long run will require additional funding from a
combination of the Company’s shareholders, existing or
potential new partners, and debt financing. As the Company is
currently in the exploration stage, it does not have any revenues
from operations. Therefore, the Company relies on funding from its
partners for its continuing financial liquidity and the Company
relies on the equity market and debt financing as sources of
funding. The Company continues to focus on preserving its cash
resources while maintaining its operational
activities.
The
Company does not have any material capital lease obligations,
purchase obligations or any other long-term
obligations.
1.7
CAPITAL RESOURCES
The
Company has no lines of credit or other sources of financing which
have been arranged or utilized.
The
Company has no "Purchase Obligations" defined as any agreement to
purchase goods or services that is enforceable and legally binding
on the Company that specifies all significant terms, including:
fixed or minimum quantities to be purchased; fixed, minimum or
variable price provisions; and the approximate timing of the
transaction.
The
required quantitative disclosure is provided in the Financial
Statements, which are publicly available on SEDAR at www.sedar.com.
Hunter Dickinson Inc.
Hunter
Dickinson Inc. (“HDI”) and its wholly-owned subsidiary
Hunter Dickinson Services Inc. (“HDSI”) are private
companies established by a group of mining professionals. HDSI
provides contract services for a number of mineral exploration and
development companies, and also to companies that are outside of
the mining and mineral development space. Amarc is one of the
publicly-listed companies for which HDSI provides a variety of
contract services.
The
Company has one director in common with HDSI, namely Robert
Dickinson. Also, the Company’s President, Chief Executive
Officer and Director, Chief Financial Officer, and Corporate
Secretary are employees of HDSI and work for the Company under an
employee secondment arrangement between the Company and
HDSI.
Pursuant to an
agreement dated July 2, 2010, HDSI provides cost effective
technical, geological, corporate communications, regulatory
compliance, and administrative and management services to the
Company, on a non-exclusive basis as needed and as requested by the
Company. As a result of this relationship, the Company has ready
access to a range of diverse and specialized expertise on a regular
basis, without having to engage or hire full-time employees or
experts. The Company benefits from the economies of scale created
by HDSI which itself serves several clients.
The
Company is not obligated to acquire any minimum amount of services
from HDSI. The monetary amount of the services received from HDSI
in a given period of time is a function of annually set and agreed
charge-out rates for and the time spent by each HDSI employee
engaged by the Company.
HDSI
also incurs third-party costs on behalf of the Company. Such third
party costs include, for example, directors and officers insurance,
travel, conferences, and communication services. Third- party costs
are billed at cost, without markup.
There
are no ongoing contractual or other commitments resulting from the
Company's transactions with HDSI, other than the payment for
services already rendered and billed. The agreement may be
terminated upon 60 days' notice by either the Company or
HDSI.
The
details of transactions with HDSI and the balance due to HDSI as a
result of such transactions are provided in the Financial
Statements, along with the details of borrowings by the Company
from Mr. Dickinson.
United Mineral Services Ltd.
United
Mineral Services Ltd. (“UMS”) is a privately held
company wholly-owned by one of the Company’s directors. UMS
is engaged in the acquisition and exploration of mineral property
interests. UMS does incur third party expenses on behalf of the
Company from time to time.
CHANGES IN ACCOUNTING POLICIES
INCLUDING INITIAL ADOPTION
The
required disclosure is provided in the Financial Statements, which
are publicly available on SEDAR at www.sedar.com.
1.14
FINANCIAL INSTRUMENTS AND OTHER
INSTRUMENTS
The
carrying amounts of cash, amounts receivable, marketable
securities, accounts payable and accrued liabilities, balance due
to a related party, and director’s loan approximate their
fair values due to their short-term nature.
The following table
details the share capital structure as of the date of this
MD&A:
Number
Common
shares
175,602,894
Share purchase
options
2,000,000
Share purchase
warrants
16,000,000
1.15.3
DISCLOSURE CONTROLS AND
PROCEDURES
The
Company has disclosure controls and procedures in place to provide
reasonable assurance that any information required to be disclosed
by the Company under securities legislation is recorded, processed,
summarized and reported within the appropriate time periods and
that required information is accumulated and communicated to the
Company’s management, including the Chief Executive Officer
and Chief Financial Officer, as appropriate, so that decisions can
be made about the timely disclosure of that
information.
1.15.4
INTERNAL CONTROLS OVER FINANCIAL
REPORTING PROCEDURES
The
Company's management, including the Chief Executive Officer and the
Chief Financial Officer, is responsible for establishing and
maintaining adequate internal control over financial reporting.
Under the supervision of the Chief Executive Officer and Chief
Financial Officer, the Company's internal control over financial
reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in
accordance with IFRS. The Company's internal control over financial
reporting includes those policies and procedures that:
●
pertain to the
maintenance of records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of the assets of
the Company;
●
provide reasonable
assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with IFRS, and
that receipts and expenditures of the Company are being made only
in accordance with authorizations of management and directors of
the company; and
●
provide reasonable
assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the Company's assets that could
have a material effect on the financial statements.
There
has been no change in the design of the Company's internal control
over financial reporting that has materially affected, or is
reasonably likely to materially affect, the Company's
internal
control
over financial reporting during the period covered by this
Management's Discussion and Analysis.
The
Company's management assessed the effectiveness of the Company's
internal control over financial reporting as of March 31, 2020. In
making the assessment, it used the criteria set forth in the
Internal Control‐Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway
Commission ("COSO"). Based on their assessment, management has
concluded that, as at March 31, 2020, the Company's internal
control over financial reporting was effective based on those
criteria.
1.15.5
LIMITATIONS OF CONTROLS AND
PROCEDURES
The
Company's management, including its Chief Executive Officer and
Chief Financial Officer, believe that any system of disclosure
controls and procedures or internal control over financial
reporting, no matter how well conceived and operated, can provide
only reasonable, not absolute, assurance that the objectives of the
control system are met. Furthermore, the design of a control system
must reflect the fact that there are resource constraints and the
benefits of controls must be considered relative to their costs.
Because of the inherent limitations in all control systems, they
cannot provide absolute assurance that all control issues and
instances of fraud, if any, within the Company have been prevented
or detected. These inherent limitations include the realities that
judgments in decision- making can be faulty and breakdowns can
occur because of simple error or mistake. Additionally, controls
can be circumvented by the individual acts of some persons, by
collusion of two or more people, or by unauthorized override of
controls. The design of any system of controls is also based in
part upon certain assumptions about the likelihood of future
events, and there can be no assurance that any design will succeed
in achieving its stated goals under all potential future
conditions. Accordingly, because of the inherent limitations in a
cost effective control system, misstatements due to error or fraud
may occur and not be detected.
1.16
RISK FACTORS
The
risk factors associated with the principal business of the Company
are discussed below. Briefly, these include the highly speculative
nature of the mining industry characterized by the requirement for
large capital investment from an early stage and a very small
probability of finding economic mineral deposits. In addition to
the general risks of mining, there are country-specific risks
associated with operations, including political, social, and legal
risk.
Due to
the nature of the Company's business and the present stage of
exploration and development of its projects, the Company may be
subject to significant risks. Readers should carefully consider all
such risks set out in the discussion below. The Company's actual
exploration and operating results may be very different from those
expected as at the date of this MD&A.
Exploration and Mining Risks
Resource
exploration, development, and operations are highly speculative,
characterized by a number of significant risks, which even a
combination of careful evaluation, experience and knowledge may not
eliminate, including, among other things, unprofitable efforts
resulting not only from the failure to discover mineral deposits
but from finding mineral deposits which, though
present, are
insufficient in quantity and quality to return a profit from
production. Few properties that are explored are ultimately
developed into producing mines. Unusual or unexpected formations,
formation pressures, fires, power outages, labour disruptions,
flooding, explosions, cave-ins, landslides and the inability to
obtain suitable or adequate machinery, equipment or labour are
other risks involved in the operation of mines and the conduct of
exploration programs. The Company will rely on consultants and
others for exploration, development, construction and operating
expertise. Substantial expenditures are required to establish
mineral resources and mineral reserves through drilling, to develop
metallurgical processes to extract the metal from mineral
resources, and in the case of new properties, to develop the mining
and processing facilities and infrastructure at any site chosen for
mining.
No
assurance can be given that minerals will be discovered in
sufficient quantities to justify commercial operations or that
funds required for development can be obtained on a timely basis.
Whether a mineral deposit will be commercially viable depends on a
number of factors, some of which are:
●
the particular
attributes of the deposit, such as size, grade and proximity
toinfrastructure;
●
metal prices, which
may be volatile, and are highly cyclical; and
●
government
regulations, including regulations relating to prices, taxes,
royalties, land tenure, land use, importing and exporting of
minerals, and environmental protection.
The
exact effect of these factors cannot accurately be predicted, but
the combination of these factors may result in the Company not
receiving an adequate return on invested capital.
The
Company will carefully evaluate the political and economic
environment in considering any properties for acquisition. There
can be no assurance that additional significant restrictions will
not be placed on the Company's projects and any other properties
the Company may acquire, or its operations. Such restrictions may
have a material adverse effect on the Company's business and
results of operation.
First Nations
Our
properties are located within First Nations asserted traditional
territories, and the exploration and development of these
properties may affect, or be perceived to affect, asserted
aboriginal rights and title, which has the potential to manifest
permitting delays or opposition by First Nations
communities.
The
Company is working to establish positive relationships with First
Nations. As part of this process the Company may enter into
agreements commensurate with the stage of activity, with First
Nations in relation to current and future exploration and any
potential future production. This could reduce expected
earnings.
Future Profits/Losses and Production Revenues/Expenses
The
Company has no history of operations and expects that its losses
will continue for the foreseeable future. No deposit that has been
shown to be economic has yet been found on the Company's projects.
There can be no assurance that the Company will be able to acquire
any additional properties. There can be no assurance that the
Company will be profitable in the future. The Company's
operating
expenses and
capital expenditures may increase in subsequent years as needed
consultants, personnel and equipment associated with advancing
exploration, development and commercial production of the Company's
projects and any other properties the Company may acquire, are
added. The amounts and timing of expenditures will depend
on:
●
the progress of
ongoing exploration and development;
●
the results of
consultants' analyses and recommendations;
●
the rate at which
operating losses are incurred;
●
the execution of
any joint venture agreements with strategic partners;
and
●
the acquisition of
additional properties and other factors, many of which are beyond
the Company's control.
The
Company does not expect to receive revenues from operations in the
foreseeable future, if at all. The Company expects to incur losses
unless and until such time as the projects the Company advances, or
any other properties the Company may acquire, enter into commercial
production and generate sufficient revenues to fund its continuing
operations.
The
development of mineral properties will require the commitment of
substantial resources to conduct the time-consuming exploration and
development of the properties. There can be no assurance that the
Company will generate any revenues or achieve profitability. There
can be no assurance that the underlying assumed levels of expenses
will prove to be accurate.
Additional Funding Requirements
The
Company has limited working capital as at the current reporting
date.
Further
exploration on, and development of, the Company's projects will
require additional resources and funding. The Company currently
does not have sufficient funds to fully develop these
projects.
In
addition, a positive production decision, if achieved, would
require significant funding for project engineering and
construction. Accordingly, the continuing development of the
Company's properties will depend upon the Company's ability to
obtain financing through debt financing, equity financing, the
joint venturing of projects, or other means.
There
is no assurance that the Company will be successful in obtaining
the required financing for these or other purposes, including for
general working capital.
Competitors in the Mining Industry
The
mining industry is competitive in all of its phases, including
financing, technical resources, personnel and property acquisition.
It requires significant capital, technical resources, personnel and
operational experience to effectively compete in the mining
industry. Because of the high costs associated with exploration,
the expertise required to analyze a project's potential and the
capital required to develop a mine, larger companies with
significant resources may have a competitive advantage over Amarc.
Amarc faces strong competition from other mining companies, some
with greater financial resources, operational experience and
technical capabilities than those that Amarc possesses. As a result
of this competition, Amarc may be unable to maintain or acquire
financing,
personnel,
technical resources or attractive mining properties on terms Amarc
considers acceptable or at all.
Risks That Are Not Insurable
Hazards
such as unusual or unexpected geological formations and other
conditions are involved in mineral exploration and development.
Amarc may become subject to liability for pollution, cave-ins or
hazards against which it cannot insure. The payment of such
liabilities could result in increases in Amarc's operating expenses
which could, in turn, have a material adverse effect on Amarc's
financial position and its results of operations. Although Amarc
maintains liability insurance in an amount which it considers
adequate, the nature of these risks is such that the liabilities
might exceed policy limits, the liabilities and hazards might not
be insurable against, or Amarc might elect not to insure itself
against such liabilities due to high premium costs or other
reasons. In these events, Amarc could incur significant liabilities
and costs that could materially increase Amarc's operating
expenses.
Environmental Matters
All of
the Company's operations will be subject to environmental
regulations, which can make operations more expensive or
potentially prohibit them altogether.
The
Company may be subject to the risks and liabilities associated with
potential pollution of the environment and the disposal of waste
products that could occur as a result of its
activities.
To the
extent the Company is subject to environmental liabilities, the
payment of such liabilities or the costs that it may incur to
remedy environmental pollution would reduce funds otherwise
available to it and could have a material adverse effect on the
Company. If the Company is unable to fully remedy an environmental
problem, it might be required to suspend operations or enter into
interim compliance measures pending completion of the required
remedy. The potential exposure may be significant and could have a
material adverse effect on the Company.
All of
the Company's activities are or will be subject to regulation under
one or more environmental laws and regulations. Many of the
regulations require the Company to obtain permits for its
activities. The Company must update and review its permits from
time to time, and is subject to environmental impact analyses and
public review processes prior to approval of the additional
activities. It is possible that future changes in applicable laws,
regulations and permits or changes in their enforcement or
regulatory interpretation could have a significant impact on some
portion of the Company's business, causing those activities to
become economically unattractive at that time.
Market for Securities and Volatility of Share Price
There
can be no assurance that an active trading market in the Company's
securities will be established or sustained. The market price for
the Company's securities is subject to wide fluctuations. Factors
such as announcements of exploration results, as well as market
conditions in the industry, may have a significant adverse impact
on the market price of the securities of the Company. Shares of the
Company are suitable only for those who can afford to lose their
entire investment. The stock market has from time to time
experienced extreme price and volume fluctuations, which have often
been unrelated to the operating performance of particular
companies.
Certain
of the Company's directors and officers may serve as directors or
officers of other companies or companies providing services to the
Company or they may have significant shareholdings in other
companies. Situations may arise where these directors and/or
officers of the Company may be in competition with the Company. Any
conflicts of interest will be subject to and governed by the law
applicable to directors' and officers' conflicts of interest. In
the event that such a conflict of interest arises at a meeting of
the Company's directors, a director who has such a conflict will
abstain from voting for or against the approval of such
participation or such terms. In accordance with applicable laws,
the directors of the Company are required to act honestly, in good
faith and in the best interests of the Company.
Payment of Dividends Unlikely
There
is no assurance that the Company will pay dividends on its shares
in the near future. The Company will likely require all its funds
to further the development of its business.
Lack of Revenues; History of Operating Losses
The
Company does not have any operational history or earnings and has
incurred net losses and negative cash flow from its operations
since incorporation. Although the Company will hope to eventually
generate revenues, significant operating losses are to be
anticipated for at least the next several years and possibly
longer. To the extent that such expenses do not result in the
creation of appropriate revenues, the Company's business may be
materially adversely affected. It is not possible to forecast how
the business of the Company will develop.
General Economic Conditions
Market
conditions and unexpected volatility or illiquidity in financial
markets may adversely affect the prospects of the Company and the
value of its shares.
Risk Related to COVID-19
The
current outbreak of COVID-19, and any future emergence and spread
of similar pathogens, could have a material adverse effect on
global and local economic and business conditions, which may
adversely impact our business and results of operations and the
operations of contractors and service providers. The outbreak has
now spread to Canada where we conduct our principal business
operations. Our plans to advance the exploration and development of
our projects are dependent upon the Company’s ability to
secure project specific financing, as well as our ability to
continue the work required once financing has been secured through
our employees and our contractors. The progress of work on our
projects has been delayed and may further be delayed due to the
effects of COVID-19. In addition, our personnel may be delayed in
completing the required work that we are pursuing in connection
with this process due to quarantine, self-isolation, social
distancing, restrictions on travel, restrictions on meetings and
work from home requirements. The extent to which the coronavirus
impacts our operations will depend on future developments, which
are highly uncertain and cannot be predicted with confidence,
including the duration of the outbreak, new
information that
may emerge concerning the severity of the coronavirus and the
actions taken to contain the coronavirus or treat its impact, among
others. Moreover, the spread of the coronavirus globally is
expected to have a material adverse effect on global and regional
economies and to continue to negatively impact stock markets,
including the trading price of our shares as well as mineral
commodity prices. These adverse effects on the economy, the stock
market and our share price could continue to adversely impact our
ability to raise capital, with the result that our ability to
pursue exploration and development of our projects could be
adversely impacted, both through delays and through increased
costs. Any of these developments, and others, could have a material
adverse effect on our business and results of operations and could
delay our exploration and development plans for our
projects.
Reliance on Key Personnel
The
Company will be dependent on the continued services of its senior
management team, and its ability to retain other key personnel. The
loss of such key personnel could have a material adverse effect on
the Company. There can be no assurance that any of the Company's
employees will remain with the Company or that, in the future, the
employees will not organize competitive businesses or accept
employment with companies competitive with the
Company.
Furthermore, as
part of the Company's growth strategy, it must continue to hire
highly qualified individuals. There can be no assurance that the
Company will be able to attract, assimilate or retain qualified
personnel in the future, which would adversely affect its
business.
Changes in Federal and Provincial Government Rules, Regulations or
Agreements, or Their Application, May Negatively Affect the
Company’s Ownership Rights, Its Access to or Its Ability to
Advance the Exploration and Development of its Mineral
Properties
The
federal and provincial governments currently have in place or may
in the future implement laws, regulations, policies or agreements
that may negatively affect the Company’s ownership rights
with respect to its mineral properties or its access to the
properties. These may restrain or block the Company’s ability
to advance the exploration and development of its mineral
properties or significantly increase the costs and timeframe to
advance the properties.
-33-
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
1.1
Articles of Amarc Resources Ltd., as
amended (1)
4.1
Amended Share Option Plan of Amarc Resources Ltd.
dated for reference September 21, 2004, as amended.
(2)
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)
4.3
Certificate of Expert (3)
11.1
Code of Ethics (2)
(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, 2013, filed with the Securities and Exchange
Commission on July 30, 2013.
The
following exhibits are included with this Annual Report on Form
20-F:
Certification of
Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange
Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002
Certification of
Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange
Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002
Certification of
Chief Executive Officer pursuant to Rule 13a-14(b) of the Exchange
Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes- Oxley Act of 2002
Certification of
Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange
Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes- Oxley Act of 2002
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.
