AMARC RESOURCES LTD

Amarc Resources Ltd. is a mineral exploration company focused on the district-scale JOY, DUKE, and IKE projects in northern, central, and southern British Columbia, Canada, respectively, which are largely directed toward the discovery and advancement of porphyry Cu±Au±Mo±Ag deposits. The mining industry is intensely competitive, requiring significant capital, technical resources, personnel, and operational experience to compete effectively, and 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.

Amarc holds a 40% interest and Freeport-McMoRan Mineral Properties Canada Inc. holds a 60% interest in the private joint venture company AuRORA Minerals Ltd., which holds the JOY District mineral rights and titles. Amarc holds a 40% interest and Boliden Mineral Canada Ltd. holds a 60% interest in the DUKE District through a 60:40 joint venture. Amarc is the 100% owner of the IKE District. Amarc is manager at JOY and operator at DUKE and IKE. The JOY District is adjacent to the north of the prolific Kemess porphyry Au-Cu district, and the DUKE District is located within the broader Babine District, a 40 by 100 km north-northwesterly striking mineralized belt that hosts Noranda Mines’ past producing Bell and Granisle Cu-Au mines. The IKE District geological setting shares many characteristics with porphyry districts around the globe that host major, and commonly multiple, Cu±Au±Mo±Ag deposits.

Amarc generates revenue through the acquisition and exploration of mineral properties, with all of its mineral properties currently at the exploration stage. The company does not have any operational history of earnings and has incurred net losses and negative cash flow from operations since incorporation. Amarc relies on funding from joint venture partners, such as Freeport and Boliden, to finance exploration programs, and may require additional capital through public and private share offerings, arrangements with collaborative parties, or debt financing to advance its projects.

The JOY District hosts the new AuRORA Au-Cu-Ag Deposit discovery, the TWINS and CANYON Discoveries, the historical PINE and Brenda Deposits, and a pipeline of Au-Cu deposit targets. The AuRORA porphyry Au-Cu-Ag deposit was discovered by drilling in 2024, with 20 initial holes drilled over an area of some 600 m x 600 m, intercepting high grades of Au in combination with strong Cu and Ag values. In 2025, a total of 15,381 m of core drilling was completed in 35 drillholes across the JOY District, with 24 holes drilled at the AuRORA Deposit, expanding the deposit over an area measuring 1.4 km by 800 m. The DUKE District includes both the DUKE porphyry Cu-Mo-Au-Ag deposit target and multiple porphyry Cu-Au±Mo±Ag deposit targets, with programs over the past several years expanding the DUKE Cu-Mo-Au-Ag Deposit over an area measuring 900 m x 600 m. The IKE District includes the IKE porphyry Cu-Mo-Ag deposit discovery, the high potential Greater Empress Cu-Au Project that hosts the Empress Cu-Au-Ag deposit and other significant porphyry Cu-Au-Mo-Ag and Cu-Au-Ag replacement deposit targets, and a number of promising epithermal Au-Ag targets.

In May 2025, Freeport provided notice that it had invested $35 million ¹ and earned an initial 60% interest in the JOY District held through AuRORA Minerals. In September 2026, Freeport formally elected to proceed to Stage 2 of the JOY Agreement to earn a further 10% interest for a total 70% interest by spending an additional $75 million ² within 5 years at a rate of no less than $10 million ³ per year. The 2026 JOY exploration program is fully funded by Freeport, with a $20 million ⁴ program that commenced in July. In February 2025, Amarc signed a mineral property option agreement with Canasil Resources Inc. to acquire 100% interest in 22 mineral claims (44.5 hectares) adjacent to its JOY tenure, with annual payments of $400,000 ⁵ and an option to purchase exercise price starting at $8 million ⁶ if exercised in the first year, increasing to $12 million ⁷ in year five. To March 31, 2026, a total of $800,000 ⁸ in option payments have been made. Boliden completed an investment of $30 million ⁹ on the DUKE District, and the DUKE JV commenced effective April 1, 2026, with a planned $4 million ¹⁰ program fully funded by Boliden. Amarc has 180 days from April 30, 2026, to elect to contribute $2.66 million ¹¹ in funding to maintain its full 40% interest in the DUKE JV.

For the fiscal year ended March 31, 2026, Amarc reported a net loss of $930,000 ¹² compared to a net loss of $3,913,000 ¹³ in the prior year. Total comprehensive loss was $946,000 ¹⁴ versus $3,932,000 ¹⁵ in fiscal 2025. Interest and other income was negative $127,000 ¹⁶ compared to negative $321,000 ¹⁷ in the prior year. General and administrative expenses were $1,819,000 ¹⁸ versus $1,597,000 ¹⁹ in fiscal 2025. Exploration expenditures were $19,179,000 ²⁰ compared to $22,575,000 ²¹ in the prior year, with cost recoveries of $18,962,000 ²² versus $18,921,000 ²³. Share-based payments were $273,000 ²⁴ compared to $351,000 ²⁵ in fiscal 2025. Basic and diluted net loss per share was $0.00 ²⁶ for fiscal 2026, compared to $(0.00) ²⁷ in fiscal 2025. The weighted average number of common shares outstanding was 224,931,565 ²⁸ for fiscal 2026, compared to 194,992,511 ²⁹ in fiscal 2025.

The JOY District represents a major growth vector, with the 2026 exploration program including further drilling and other studies focused on the new AuRORA Deposit, TWINS Discovery, and other JOY District targets, fully funded by Freeport through AuRORA Minerals under a $20 million ³⁰ program. The 2026 expenditures are part of Freeport’s $75 million ³¹ earn-in for an additional 10% interest in the JOY District under Stage 2 of the Mineral Property Earn-In Agreement for a total 70% earned interest. The AuRORA Deposit remains open to further expansion to the north, east, and west, and the recognition that mineralization is not restricted to magnetic highs or the strongest IP chargeability responses opens up potential for further discovery and development of a significant porphyry Au-Cu district at JOY.

The DUKE District growth vector includes the 2026 field surveys designed to firm up Cu-Au deposit targets for potential drill testing later in the season, with a planned $4 million ³² program fully funded by Boliden. Programs at DUKE over the past several years have expanded the DUKE Cu-Mo-Au-Ag Deposit over an area measuring 900 m x 600 m, which remains open to expansion, and have revealed potential for the development of a porphyry Cu-Au district. The IKE District growth vector includes the potential of the historical Empress Cu-Au Deposit, where drilling by previous companies of the replacement style mineralization encountered encouraging Cu and Au grades, with Amarc investing approximately $2.9 million ³³ on the 2024 program.

The filing does not provide specific margin or cost outlook figures, but the company's exploration expenditures were $19,179,000 ³⁴ in fiscal 2026 compared to $22,575,000 ³⁵ in fiscal 2025, with cost recoveries of $18,962,000 ³⁶ and $18,921,000 ³⁷ respectively, indicating a high level of cost recovery from joint venture partners. General and administrative expenses increased to $1,819,000 ³⁸ from $1,597,000 ³⁹ in the prior year.

The filing does not provide a detailed operational outlook regarding supply chain, manufacturing capacity, technology infrastructure investments, or headcount strategy beyond the exploration programs described.

The filing does not specify R&D spending levels, capital expenditure plans, share repurchase authorization amounts, or dividend policy with exact figures. The company has limited working capital and will require additional capital to advance its projects, and there is no assurance that the Company will pay dividends on its shares in the foreseeable future.

The company faces structural headwinds including the need for substantial additional financing to fully develop its projects, with no assurance of success in obtaining required financing. The mining industry is intensely competitive, and larger companies with significant resources may have a competitive advantage. The company has no history of mining operations and does not expect to receive revenues from operations in the foreseeable future. The Russian-Ukrainian and Middle Eastern conflicts could have a detrimental impact on the company's business and operations if the conflicts spread or escalate, affecting the global economy.

Geographic and regulatory constraints include the location of properties within First Nations asserted traditional territories, which could manifest permitting delays or opposition by First Nations communities. 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. Changes in government rules, regulations, or agreements may negatively affect the company's ownership rights or its access to or ability to advance the exploration and development of its mineral properties.

The company has limited working capital and will require additional capital to advance its projects, with no assurance of successful financing, and currently does not have sufficient funds to fully develop its projects. 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 has no history of mining operations and does not expect to receive revenues from operations in the foreseeable future. Resource exploration is highly speculative, and 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. The company is subject to intense competition from larger mining companies with greater financial resources, operational experience, and technical capabilities. The company's properties are located within First Nations asserted traditional territories, which could cause permitting delays or opposition, and the period required to obtain environmental assessments and permits can take 10 years or more. The company's financial statements have been prepared on a going concern basis, but there can be no assurance that the company will continue as a going concern, and if unable to obtain adequate additional financing, the company will be required to curtail operations and exploration activities.

Management's message emphasizes the significant discoveries made at the JOY District, particularly the AuRORA porphyry Au-Cu-Ag deposit discovered in 2024 and expanded in 2025, and the advancement of the DUKE and IKE Districts through joint venture partnerships with Freeport and Boliden. Key strategic priorities include continuing exploration drilling at JOY to expand the AuRORA Deposit and test other targets, advancing the DUKE District under the Boliden-funded program with a $4 million ⁴⁰ budget, and progressing the IKE District exploration. Management highlights that the 2026 JOY exploration program is fully funded by Freeport under Stage 2 of the JOY Agreement, with Freeport spending an additional $75 million ⁴¹ to earn a further 10% interest, and that the DUKE JV has commenced with Boliden having completed an investment of $30 million ⁴². The company is focused on responsible exploration through early and meaningful engagement with indigenous groups and other stakeholders.