UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 20-F
[ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 2010
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
[ ] SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________
Commission file number 0-49869
AMARC RESOURCES LTD.
(Exact
name of Registrant as specified in its charter)
BRITISH COLUMBIA, CANADA
(Jurisdiction
of incorporation or organization)
Suite 1020, 800 West Pender Street
Vancouver,
British Columbia, Canada, V6C 2V6
(Address of principal
executive offices)
Paul Mann, Chief Financial Officer
Facsimile No.:
604-684-8092
Suite 1020, 800 West Pender Street
Vancouver, British Columbia, Canada, V6C 2V6
(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, 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:
83,839,473 common shares as of March 31, 2010
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act.
[
] Yes [X] No
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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 [X] 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.
[X]
Yes [ ] No
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 [X] No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (check one):
Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [X]
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 | Other [X] |
| by the International Accounting Standards Board [ ] |
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 [X] 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 [X] No
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T A B L E O F C O N T E N T S
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GENERAL
In this Annual Report on Form 20-F, all references to "we", "Amarc" or the "Company" refer to Amarc Resources Ltd. and its consolidated subsidiaries.
The Company uses the Canadian dollar as its reporting currency. All references in this document to "dollars" or "$" are expressed in Canadian dollars, 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 September 22, 2010 and all information included in this document should only be considered correct as of such date.
GLOSSARY OF TERMS
Certain terms used herein are defined as follows:
| Epithermal Deposit |
Deposit of mineralization formed by natural processes in the earth at low temperature, 50-200 o C often within structurally controlled veins. Low sulphidation deposits are developed near-to the surface of the earth, at depths of ~1 km to surficial hotspring settings, and are characterized by quartz veins, vein stockworks and breccias. Mineralization includes gold, silver, electrum, argentite and pyrite with lesser and variable amounts of other sulphide minerals. |
| 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. |
| Magnetic Survey |
Magnetic surveys detect sulphide-bearing rocks by inducing magnetic fields, then identifying a feature that appears to be different from the typical or background survey results. |
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|
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:
|
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|
Mineral Resource
|
National Instrument 43-101
Standards of Disclosure for
Mineral Projects
of the Canadian Securities Administrators defines a
"Mineral Resource" as a concentration or occurrence of natural, solid,
inorganic or fossilized organic material in or on the Earth's crust in
such form and quantity and of such a grade or quality that it has
reasonable prospects for economic extraction. The location, quantity,
grade, geological characteristics and continuity of a mineral resource are
known, estimated or interpreted from specific geological evidence and
knowledge.
|
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|
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. |
|
Net Smelter Return (NSR) |
Monies received for concentrate delivered to a smelter net of metallurgical recovery losses, transportation costs, smelter treatment-refining charges and penalty charges. |
|
Polymetallic |
Pertaining to more than one, or many, metals. |
|
Porphyry Deposit |
Mineral deposit characterized by widespread disseminated or veinlet- hosted sulphide mineralization, characterized by large tonnage and moderate to low grade. |
|
Pluton, sill, dyke |
A body of igneous rock that has been formed beneath the surface of the earth by consolidation of magma. A pluton is a rounded to irregularly- shaped plug-like body. A sill is a horizontal intrusion. A dyke cross cuts the country rocks. |
|
Quartz-feldspar
|
A quartz-feldspar porphyry dyke is a linear intrusion in which large quartz and feldspar crystals occur in a fine groundmass of quartz, feldspar and other minerals. |
|
Sulphide |
A compound of sulphur with another element, typically a metallic element or compound. |
|
Volcanogenic Massive
|
Mineral deposits, with a high content of sulphide minerals, formed by volcanic processes. |
|
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.
Conversion of metric units into imperial equivalents is as follows:
| Metric Units | Multiply by | Imperial Units |
| hectares | 2.471 | = acres |
| meters | 3.281 | = feet |
| kilometers | 0.621 | = miles (5,280 feet) |
| grams | 0.032 | = ounces (troy) |
| tonnes | 1.102 | = tons (short) (2,000 lbs) |
| grams/tonne | 0.029 | = ounces (troy)/ton |
FORWARD LOOKING STATEMENTS
This Annual Report on Form 20-F contains statements that constitute "forward-looking statements". Any statements that are not statements of historical facts may be deemed to be forward-looking statements. These statements appear in a number of different places in this Annual Report and, in some cases, can be identified by words such as "anticipates", "estimates", "projects", "expects", "intends", "believes", "plans", or their negatives or other comparable words. The forward-looking statements, including the statements contained in Item 3D "Risk Factors" , Item 4B "Business Overview" , Item 5 "Operating and Financial Review and Prospects" and Item 11 "Quantitative and Qualitative Disclosures About Market Risk" , involve known and unknown risks, uncertainties and other factors which may cause the Company's actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such statements. Forward-looking statements include statements regarding the outlook for the Company's future operations, plans and timing for the Company's exploration programs, statements about future market conditions, supply and demand conditions, forecasts of future costs and expenditures, the outcome of legal proceedings, and other expectations, intentions and plans that are not historical facts.
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You are cautioned that forward-looking statements are not guarantees. The risks and uncertainties that could cause the Company's actual results to differ materially from those expressed or implied by the forward-looking statements include:
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general economic and business conditions, including changes in interest rates;
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prices of natural resources, costs associated with mineral exploration and other economic conditions;
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natural phenomena;
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actions by government authorities, including changes in government regulation;
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uncertainties associated with legal proceedings;
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changes in the resources market;
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future decisions by management in response to changing conditions;
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the Company's ability to execute prospective business plans; and
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misjudgments in the course of preparing forward-looking statements.
The Company advises you that these cautionary remarks expressly qualify, in their entirety, all forward-looking statements attributable to Amarc or persons acting on the Company's behalf. The Company assumes no obligation to update the Company's forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting such statements. You should carefully review the cautionary statements and risk factors contained in this and other documents that the Company files from time to time with the Securities and Exchange Commission.
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ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS
A. DIRECTORS AND SENIOR MANAGEMENT
Not applicable.
B. ADVISERS
Not applicable.
C. AUDITOR
Not applicable.
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ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
Not applicable.
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ITEM 3. KEY INFORMATION
A. Selected Financial Data
The following tables summarize selected financial data for Amarc extracted from the Company's audited consolidated financial statements for the last five years ended March 31, 2010, 2009, 2008, 2007 and 2006.
The Company's annual financial statements have been audited by its current independent registered public accounting firm, De Visser Gray LLP, Chartered Accountants. The consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles ("Canadian GAAP"). Additional information is presented to show the differences which would result from the application of United States generally accepted accounting principles ("US GAAP") to the Company's financial information. Note 13 to the audited annual consolidated financial statements for the year ended March 31, 2010 included in this Annual Report provides descriptions of the material measurement differences between Canadian GAAP and US GAAP as they relate to Amarc, and a reconciliation to US GAAP of Amarc's consolidated financial statements.
The following selected financial data is presented in thousands of Canadian dollars.
BALANCE SHEET DATA
| (C$000) | As at March 31, | ||||||||||||||
| 2010 | 2009 | 2008 | 2007 | 2006 | |||||||||||
| Plant and Equipment, Net | |||||||||||||||
| Canadian and US GAAP | $ | 38 | $ | 54 | $ | 20 | $ | 25 | $ | 37 | |||||
| Mineral Property Interests | |||||||||||||||
| Canadian and US GAAP | $ | – | $ | – | $ | – | $ | – | $ | 98 | |||||
| Total Assets | |||||||||||||||
| Canadian and US GAAP | $ | 4,688 | $ | 3,427 | $ | 7,984 | $ | 8,768 | $ | 5,007 | |||||
| Total Liabilities | |||||||||||||||
| Canadian and US GAAP | $ | 33 | $ | 33 | $ | 225 | $ | 78 | $ | 38 | |||||
| Working Capital | |||||||||||||||
| Canadian and US GAAP | $ | 4,617 | $ | 3,339 | $ | 7,738 | $ | 8,665 | $ | 4,834 | |||||
| Share Capital | |||||||||||||||
| Canadian and US GAAP | $ | 36,474 | $ | 31,247 | $ | 30,747 | $ | 27,287 | $ | 23,997 | |||||
| Contributed Surplus | |||||||||||||||
| Canadian and US GAAP | $ | 1,852 | $ | 1,714 | $ | 1,470 | $ | 2,295 | $ | 488 | |||||
| Accumulated Other Comprehensive Income | |||||||||||||||
| Canadian and US GAAP | $ | (2 | ) | $ | – | $ | – | $ | – | $ | – | ||||
| Accumulated Deficit | |||||||||||||||
| Canadian and US GAAP | $ | (33,669 | ) | $ | (29,568 | ) | $ | (24,459 | ) | $ | (20,892 | ) | $ | (19,515 | ) |
| Net Assets | |||||||||||||||
| Canadian and US GAAP | $ | 4,655 | $ | 3,393 | $ | 7,758 | $ | 8,690 | $ | 4,969 | |||||
| Shareholders' Equity | |||||||||||||||
| Canadian and US GAAP | $ | 4,655 | $ | 3,393 | $ | 7,758 | $ | 8,690 | $ | 4,969 | |||||
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STATEMENT OF OPERATIONS DATA
| (C$000, except per share amounts) | Year Ended March 31, | ||||||||||||||
| 2010 | 2009 | 2008 | 2007 | 2006 | |||||||||||
| Interest and other income | $ | (24 | ) | $ | (323 | ) | $ | (385 | ) | $ | (334 | ) | $ | (130 | ) |
| General and administrative expenses | 891 | 951 | 746 | 615 | 819 | ||||||||||
| Exploration expenditures | 3,195 | 4,619 | 3,067 | 1,033 | 3,012 | ||||||||||
| Stock based compensation (recovery) | – | – | – | – | (16 | ) | |||||||||
| Foreign exchange (gain) loss | 40 | (219 | ) | 138 | (38 | ) | 3 | ||||||||
| Loss (gain) on marketable securities | |||||||||||||||
| Canadian GAAP | – | – | – | – | (92 | ) | |||||||||
| US GAAP | – | – | – | – | (84 | ) | |||||||||
| Loss on sale of equipment | – | – | – | 2 | – | ||||||||||
| Tax related to flow-through financing | – | 81 | – | – | – | ||||||||||
| Write down of accounts receivable | – | – | – | – | 45 | ||||||||||
| Write down of mineral property interest | – | – | – | 98 | 10 | ||||||||||
| Write down of marketable securities | – | – | – | – | 190 | ||||||||||
| Net loss (income) for the year | |||||||||||||||
| Canadian GAAP | $ | 4,102 | $ | 5,109 | $ | 3,566 | $ | 1,376 | $ | 3,841 | |||||
| US GAAP | 4,102 | 5,109 | 3,566 | 1,376 | 3,849 | ||||||||||
| Other Comprehensive Income | |||||||||||||||
| Canadian GAAP | $ | 2 | $ | – | $ | – | $ | – | $ | – | |||||
| US GAAP | |||||||||||||||
| Total Comprehensive Income | |||||||||||||||
| Canadian GAAP | $ | 4,104 | $ | 5,109 | $ | 3,566 | $ | 1,376 | $ | 3,841 | |||||
| US GAAP | 4,104 | 5,109 | 3,566 | 1,376 | 3,849 | ||||||||||
| Basic and diluted net income (loss) per share | |||||||||||||||
| Canadian GAAP | $ | (0.05 | ) | $ | (0.07 | ) | $ | (0.06 | ) | $ | (0.03 | ) | $ | (0.08 | ) |
| US GAAP | (0.05 | ) | (0.07 | ) | (0.06 | ) | (0.03 | ) | (0.08 | ) | |||||
| Weighted average number of common shares outstanding | 75,376,733 | 68,465,500 | 63,434,763 | 54,557,473 | 49,880,651 | ||||||||||
Reconciliation to US GAAP
As indicated above, note 13 of the audited annual consolidated financial statements included in this Annual Report provides descriptions of the material differences between Canadian GAAP and US GAAP for the fiscal years ended March 31, 2010, 2009, and 2008.
Currency and Exchange Rates
On September 22, 2010, the rate of exchange of the Canadian dollar, based on the daily noon rate in Canada as published by the Bank of Canada, was U.S.$1.00 = Canadian $1.0411. Exchange rates published by the Bank of Canada are available on its website, www.bankofcanada.ca , are nominal quotations — not buying or selling rates — and are intended for statistical or analytical purposes.
The following tables set out the exchange rates, based on the daily noon rates in Canada as published by the Bank of Canada for the conversion of Canadian Dollars into U.S. Dollars.
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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 does not currently have any properties on which mineral resources or mineral reserves have been outlined.
All of the Company's mineral projects are in the exploration stage as opposed to the development stage, and have no known body of economic mineralization. The known mineralization at these projects has not been determined to be economic ore. There is no certainty that the expenditures to be made by Amarc in the exploration of the Company's mineral properties will result in discoveries of commercially recoverable quantities of ore. There can be no assurance that a commercially mineable ore body exists on any of the Company's properties.
The exploration for and development of mineral deposits involves significant risks.
It is impossible to ensure that the current exploration programs planned by Amarc will result in a profitable commercial mining operation. Resource exploration is a speculative business and involves a high degree of risk. The exploration for and development of mineral deposits involves significant risks, which even a combination of careful evaluation, experience and knowledge may not eliminate. Although the discovery of an ore body may result in substantial rewards, few properties explored are ultimately developed into producing mines.
The commercial viability of any mineral deposit that is identified will be dependent upon a number of factors. These include deposit attributes such as size, grade and proximity to infrastructure, current and future metal prices (which can be cyclical), and government regulations, including those relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and necessary supplies, and environmental protection. The complete effect of these factors, either alone or in combination, cannot be entirely predicted, and their impact may result in Amarc not receiving an adequate return on invested capital.
Even if exploration efforts are successful, significant capital investment will be required to achieve commercial production.
Significant expenditures may be required to locate and establish ore reserves, to develop metallurgical processes and to construct mining and processing facilities at a particular site. Therefore, even if exploration efforts are successful, significant capital investment will be required to achieve commercial production. Among other things, it will be necessary to complete final comprehensive feasibility studies and, possibly, further associated exploration and other work that concludes a potential mine is likely to be economically viable. In order to carry out exploration and development programs of any economic ore body and place it into commercial production, the Company will be required to raise substantial additional funding.
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As the Company does not have revenues, the Company will be dependent upon future financings to continue the Company's plan of operation.
Amarc has not generated any significant revenues since inception. The Company's plan of operations involves the completion of exploration programs on the Company's mineral properties. Even if commercially exploitable mineral deposits are discovered, the Company will require substantial additional financing in order to carry out the full exploration and development of the Company's mineral properties before the Company is able to achieve revenues from sales of any mineral resources that the Company is able to extract.
The loss of management or other key personnel could harm the Company's business.
The Company's success depends on its management and other key personnel. The loss of the services of one or more of such key personnel could have a material adverse effect on the Company's business. The Company's ability to execute its plan of operations, and hence its success, will depend in large part on the efforts of these individuals. The Company cannot be certain that it will be able to retain such personnel or attract a high caliber of personnel in the future.
The Company has a history of losses and no foreseeable earnings.
Amarc has a history of losses and expects to incur losses in the foreseeable future. There can be no assurance that the Company will ever be profitable. The Company anticipates that the Company will retain any future earnings and other cash resources for the future operation and development of the Company's business. The Company has not paid dividends since incorporation and the Company does not anticipate paying dividends in the foreseeable future. Payment of any future dividends is at the discretion of the Company's board of directors after taking into account many factors including the Company's operating results, financial conditions and anticipated cash needs.
The Company's consolidated 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.
Although at March 31, 2010 the Company had working capital of approximately $4.6 million, 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.
A substantial or extended decline in the prices of the minerals for which the Company explores would have a material adverse effect on the Company's business.
The Company's business is, to an extent, dependent on the prices of gold, copper, zinc, and other metals, which are affected by numerous factors beyond the Company's control. Factors tending to put downward pressure on the prices of these metals include:
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Sales or leasing of gold by governments and central banks;
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A strong U.S. dollar;
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Global and regional recession or reduced economic activity;
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Speculative trading;
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Decreased demand for industrial uses, use in jewellery or investment;
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High supply from production, disinvestment and scrap;
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Sales by producers in forward transactions and other hedging transactions; and
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Devaluing local currencies (relative to metal priced in U.S. dollars) leading to lower production costs and higher production in certain regions.
In addition, sustained low metal prices can:
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Reduce revenues further through production cutbacks due to cessation of the mining of deposits or portions of deposits that have become uneconomic at the then-prevailing gold or copper price;
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Halt or delay the development of new projects;
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Reduce funds available for exploration, with the result that depleted reserves are not replaced; or
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- Reduce existing reserves, by removing ores from reserves that cannot be economically mined or treated at prevailing prices.
Mining operations generally involve a high degree of risk.
Amarc's current exploration activities are, and any future mining operations will be, subject to all the hazards and risks normally encountered in the exploration, development and production of minerals. These include unusual and unexpected geological formations, rock falls, flooding and other conditions involved in the drilling and removal of material, any of which could result in damage to, or destruction of, mines and other producing facilities, damage to life or property, environmental damage and possible legal liability. Future mining operations will also be subject to hazards such as equipment failure or failure of retaining dams which may result in environmental pollution and consequent liability. Although precautions to minimize risk in accordance with industry standards will be taken, such hazards and risks cannot be completely eliminated. Such occurrences could have a material adverse effect on the Company's business and results of operation and financial condition.
The Company's business could be adversely affected by government regulations related to mining.
Amarc's exploration activities are regulated in all countries in which the Company operates under various federal, state, provincial and local laws relating to the protection of the environment, which generally includes air and water quality, hazardous waste management and reclamation. Environmental hazards may exist on the properties in which the Company holds interests which are unknown to Amarc at present and which have been caused by previous or existing owners or operators of the properties. Environmental legislation is evolving in a manner that will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. Delays in obtaining or failure to obtain government permits and approvals may adversely impact the Company's operations. The regulatory environment in which the Company operates could change in ways that would substantially increase costs to achieve compliance, or otherwise could have a material adverse effect on the Company's operations or financial position. In particular, the Company's operations and exploration activities in British Columbia are subject to national and provincial laws and regulations governing protection of the environment. These laws are continually changing and, in general, are becoming more restrictive. There can be no certainty that the Company will be able to obtain all necessary licenses and permits that may be required to carry out exploration, development and operations at the Company's projects.
Although the Company has no reason to believe that the existence and extent of any of the Company's properties is in doubt, title to mining properties is subject to potential claims by third parties claiming an interest in them.
Amarc's mineral properties may be subject to previous unregistered agreements or transfers, and title may be affected by undetected defects or changes in mineral tenure laws. The Company's mineral interests consist of mineral claims, which have not been surveyed, and therefore, the precise area and location of such claims or rights may be in doubt. The failure to comply with all applicable laws and regulations, including the failure to pay taxes or to carry out and file assessment work, may invalidate title to portions of the properties where the Company's mineral rights are held.
The Company is not able to obtain insurance for many of the risks that the Company faces.
In the course of exploration, development and production of mineral properties, several risks and, in particular, unexpected or unusual geological or operating conditions, may occur. It is not always possible to fully insure against such risks, and the Company may decide not to take out insurance against such risks as a result of high premiums or other reasons. Should such liabilities arise they could reduce or eliminate any future profitability and result in an increase in costs and a decline in value of the Company's securities.
The Company is not insured against environmental risks. Insurance against environmental risks (including potential liability for pollution or other hazards as a result of the disposal of waste products occurring from exploration and production) has not been generally available to companies within the industry. The Company will periodically evaluate the cost and coverage of the insurance against certain environmental risks that is available to determine if it would be appropriate to obtain such insurance. Without such insurance, and if the Company becomes subject to environmental liabilities, the payment of such liabilities would reduce or eliminate the Company's available funds or could exceed the funds the Company has to pay such liabilities and result in bankruptcy. Should the Company be unable to fund fully the remedial cost of an environmental problem, the Company might be required to enter into interim compliance measures pending completion of the required remedy.
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The Company may be dependent on its joint venture partners for the development of certain of the Company's properties.
Amarc may choose to hold a portion of the Company's assets in the form of participation interests in joint ventures. The Company's interest in these projects is subject to the risks normally associated with the conduct of joint ventures. The existence or occurrence of one or more of the following circumstances and events could have a material adverse impact on the Company's profitability or the viability of the interests held through joint ventures, which could have a material adverse impact on the Company's future cash flows, earnings, results of operations and financial condition: (i) disagreement with joint venture partners on how to proceed with exploration programs and how to develop and operate mines efficiently; (ii) inability of joint venture partners to meet their obligations to the joint venture or third parties; and (iii) litigation between joint venture partners regarding joint venture matters.
The industry in which the Company operates is highly competitive.
The mineral exploration and mining business is competitive in all of its phases. The Company competes with numerous other companies and individuals, including competitors with greater financial, technical and other resources, in the search for and the acquisition of attractive mineral properties. Amarc's ability to acquire properties in the future will depend not only on the Company's ability to develop its present properties, but also on the Company's ability to select and acquire suitable producing properties or prospects for mineral exploration. There is no assurance that the Company will continue to be able to compete successfully with its competitors in acquiring such properties or prospects.
The Company's share price has historically been volatile.
The market price of a publicly traded stock, especially a junior resource issuer like Amarc, is affected by many variables not directly related to the Company's exploration success, including the market for junior resource stocks, the strength of the economy generally, the availability and attractiveness of alternative investments, and the breadth of the public market for the stock. The effect of these and other factors on the market price of the common shares on the stock exchanges on which the Company trade, suggest the Company's shares will continue to be volatile.
Amarc's directors and officers are part-time and serve as directors and officers of other companies.
Some of the Company's directors and officers are engaged, and will continue to be engaged, in the search for additional business opportunities on their own behalf and on behalf of other companies, and situations may arise where these directors and officers will be in direct competition with us. Conflicts, if any, will be dealt with in accordance with the relevant provisions of the Business Corporations Act (British Columbia). In order to avoid the possible conflict of interest which may arise between the directors' duties to Amarc and their duties to the other companies on whose boards they serve, the Company's directors and officers have agreed that participation in other business ventures offered to them will be allocated between the various companies on the basis of prudent business judgment, and the relative financial abilities and needs of the companies to participate.
There is no assurance that the Company will be successful in obtaining the funding required for the Company's operations.
Amarc's operations consist almost exclusively of cash consuming activities given that the Company's main mineral projects are in the exploration stage. The further exploration and development of the various mineral properties in which the Company holds interests is dependent upon the Company's ability to obtain financing through debt financing, equity financing or other means - the availability of which, on terms acceptable to the Company, cannot be assured.
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.
Amarc's status as a passive foreign investment company has consequences for U.S. investors.
Potential investors who are U.S. taxpayers should be aware that the Company expects to be a passive foreign investment company ("PFIC") for the current fiscal year, and may also have been a PFIC in prior years and may also be a PFIC in future years. If the Company is a PFIC for any year during a U.S. taxpayer's holding period, then such U.S. taxpayer, generally, will be required to treat any so-called
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"excess distribution" received on its common shares, or any gain realized upon a disposition of common shares, as ordinary income and to pay an interest charge on a portion of such distribution or gain, unless the taxpayer makes a qualified electing fund ("QEF") election or a mark-to-market election with respect to the Company's shares. In certain circumstances, the sum of the tax and the interest charge may exceed the amount of the excess distribution received, or the amount of proceeds of disposition realized, by the taxpayer. A U.S. taxpayer who makes a QEF election generally must report on a current basis its share of the Company's net capital gain and ordinary earnings for any year in which the Company is a PFIC, whether or not the Company distributes any amounts to the Company's shareholders. A U.S. taxpayer who makes the mark-to-market election, generally, must include as ordinary income in each year, the excess of the fair market value of the common shares over the taxpayer's tax basis therein. U.S. taxpayers are advised to seek advice from their professional tax advisors.
The Company's shareholders could face significant potential equity dilution.
As of September 22, 2010, Amarc had 1,725,200 share purchase options outstanding and 5,000,000 share purchase warrants outstanding. Amarc has a share purchase option plan which allows the management to issue options to its employees and non employees based on the policies of the Company. If further options 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.
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ITEM 4. INFORMATION ON THE COMPANY
A. HISTORY AND DEVELOPMENT OF THE COMPANY
Incorporation
Amarc Resources Ltd. was incorporated on February 2, 1993, pursuant to the Company Act (British Columbia Canada) (the "BCCA"), as "Patriot Resources Ltd." and changed its name on January 26, 1994 to "Amarc Resources Ltd." The BCCA was replaced by the Business Corporations Act (British Columbia) (the "BCA") in March 2004 and the Company is now governed by the BCA.
Amarc became a public company or "reporting issuer" in the Province of British Columbia on May 30, 1995. The common shares of Amarc were listed (symbol – AHR) on the Vancouver Stock Exchange ("VSE") on August 4, 1995 and continue to trade on the TSX Venture Exchange ("TSX Venture"), formerly 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 under the symbol AXREF.
Offices
The head office of Amarc is located at Suite 1020, 800 West Pender Street, Vancouver, British Columbia, Canada V6C 2V6, telephone (604) 684-6365, facsimile (604) 684-8092. The Company's registered office is in care of its attorneys, Lang Michener, 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 in the business of exploring and developing mineral properties. The Company's exploration activities are primarily focused in British Columbia, Canada, where it has assembled a portfolio of projects through ground staking and option agreements. Exploration on these properties is aimed at ascertaining whether the properties host commercially viable mineral deposits.
British Columbia Mineral Tenure
On January 12, 2005, the Province of British Columbia adopted an on-line mineral tenure system that includes mineral tenure acquisition and tenure maintenance procedures, as well as a method of converting previous format claims (legacy claims) to new format claims (cell claims). All of the Company's mineral tenures have been converted to cell claims resulting in new tenure numbers and marginally larger claim boundaries. The mineral leases are maintained through the completion of exploration activities referred to as "Assessment Work". The financial requirements related to these exploration works remain the same as previous, but are stated as $4 per hectare per year during the first three years following location of the mineral claim, and $8 per hectare per year in the fourth and succeeding years. If the assessment work is not completed the mineral leases may be maintained by a cash payment, but if this payment is not made before the forfeiture date the tenure is relinquished.
One other type of mineral tenure exists, called crown-granted mineral claims, on which the perimeter has been physically surveyed. Crown-granted mineral claims are maintained by paying taxes on an annual basis. Unlike mineral claims, the taxes can be paid late with penalties and interest. If the taxes remain unpaid after a specified period of time, the claims will revert to the Crown and will be subsequently made available for acquisition by normal procedures.
Environmental Matters
Environmental matters related to mineral exploration companies in British Columbia are administered by the Ministry of Energy, Mines and Petroleum Resources. The Company files notice of its work programs with the Ministry, and a bond is determined that will set aside sufficient cash to reclaim the exploration sites to their pre-exploration land use. Typically, no bond is required for exploration activities such as surface geological, geochemical and geophysical surveys. However, a bond is required for blasting, machine work and drilling. The required level of reclamation usually involves leaving the sites in a geotechnically stable condition, and grooming the sites to both prevent forest fire hazards and to ensure that natural regeneration of indigenous plant species can progress within a reasonable period of time.
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Mineral Properties and Exploration Activities and Plans
Amarc is focused on mineral exploration in south-central British Columbia ("BC"). It is the aim of the Company to discover and develop a bulk-tonnage gold-copper deposit that has the potential to deliver both substantial growth and value to the Company.
In order to achieve its objective, the Company has assembled a capable and experienced mineral exploration team.
Through its property evaluation efforts, Amarc acquired, by option agreement, the Newton gold-copper property located in south-central BC. In late 2009, the Company completed a successful discovery drill program at Newton. Amarc also acquired, by staking, a 100% interest over approximately 3,300 square kilometers in the prospective Plateau Gold-Copper Belt, which extends both to the south and to the northwest from the Newton property (see Figure 1 ).
The Newton Property
The Newton property is located approximately 110 kilometers southwest of the City of Williams Lake, BC (see Figure 1). Core drilling by previous operators at the Newton property tested for porphyry-style copper mineralization and, in general, returned low grade copper results. However, four drill holes (06-12, 06-03, 92-04 and 06-11) positioned in the easternmost part of the area drilled, intercepted 105 metres of 1.20 g/t gold (including 49 metres at 2.33 g/t gold), 95 metres at 0.51 g/t Au, 60 meters of 0.69 g/t gold and 46 meters of 0.54 g/t gold, respectively. Holes 06-12 and 06-03 also bottomed in mineralization. Geological interpretation by Amarc suggests the presence of a bulk-tonnage gold environment.
An initial 14-hole diamond drill program, completed by Amarc in late 2009, returned broad continuous intervals of bulk-tonnage style gold, silver, copper and zinc mineralization. Significant assay results from drill hole sampling are tabulated below. The gold system remains open in all directions.
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NEWTON PROJECT
ASSAY RESULTS FROM 14-HOLE, 2009 DRILL
PROGRAM
|
Drill
Hole ID |
Incl. |
Hole
Dip (degrees) |
Hole
Direction (degrees) |
From (m) |
To (m) |
Int. (m) |
Au (g/t) |
Ag (g/t) |
Cu (%) |
Zn (%) |
AuEQ 1 (g/t) |
| 9001 | -45 | 90 | 3.0 | 39.0 | 36.0 | 0.60 | 0.9 | 0.01 | 0.00 | 0.63 | |
| 9001 | -45 | 90 | 228.0 | 297.0 | 69.0 | 1.41 | 10.9 | 0.12 | 0.05 | 1.85 | |
| 9001 | incl. | -45 | 90 | 233.1 | 234.0 | 0.9 | 11.19 | 22.2 | 0.21 | 0.87 | 12.49 |
| 9001 | incl. | -45 | 90 | 252.8 | 297.0 | 44.2 | 1.74 | 15.9 | 0.17 | 0.02 | 2.34 |
| 9001 | -45 | 90 | 441.0 | 477.0 | 36.0 | 0.34 | 0.6 | 0.03 | 0.01 | 0.42 | |
| 9002 | -90 | 0 | 222.0 | 255.2 | 33.2 | 0.96 | 2.8 | 0.07 | 0.01 | 1.16 | |
| 9002 | incl. | -90 | 0 | 234.0 | 252.0 | 18.0 | 1.10 | 3.3 | 0.09 | 0.01 | 1.33 |
| 9003 | -90 | 0 | 3.0 | 224.5 | 221.5 | 0.60 | 5.6 | 0.07 | 0.08 | 0.87 | |
| 9003 | incl. | -90 | 0 | 18.0 | 39.0 | 21.0 | 0.71 | 2.3 | 0.01 | 0.00 | 0.77 |
| 9003 | incl. | -90 | 0 | 96.0 | 224.5 | 128.5 | 0.84 | 8.9 | 0.10 | 0.13 | 1.26 |
| 9003 | and | -90 | 0 | 156.0 | 198.0 | 42.0 | 1.25 | 16.8 | 0.20 | 0.11 | 1.98 |
| 9004 | -90 | 0 | 6.0 | 195.0 | 189.0 | 1.56 | 7.9 | 0.08 | 0.17 | 1.95 | |
| 9004 | incl. | -90 | 0 | 54.0 | 195.0 | 141.0 | 2.01 | 10.0 | 0.10 | 0.22 | 2.49 |
| 9004 | and | -90 | 0 | 96.0 | 195.0 | 99.0 | 2.76 | 12.2 | 0.12 | 0.26 | 3.36 |
| 9004 | and | -90 | 0 | 126.0 | 195.0 | 69.0 | 3.79 | 9.1 | 0.08 | 0.30 | 4.26 |
| 9004 | and | -90 | 0 | 129.0 | 132.0 | 3.0 | 13.47 | 14.4 | 0.17 | 0.12 | 14.10 |
| 9004 | and | -90 | 0 | 168.9 | 195.0 | 26.1 | 5.54 | 12.5 | 0.07 | 0.31 | 6.08 |
| 9005 | -90 | 0 | 12.0 | 27.0 | 15.0 | 0.32 | 1.4 | 0.04 | 0.02 | 0.43 | |
| 9005 | -90 | 0 | 41.0 | 54.0 | 13.0 | 0.44 | 4.4 | 0.06 | 0.30 | 0.81 | |
| 9005 | -90 | 0 | 76.0 | 163.2 | 87.2 | 0.50 | 7.1 | 0.03 | 0.55 | 1.01 | |
| 9005 | incl. | -90 | 0 | 88.0 | 89.0 | 1.0 | 16.56 | 221.6 | 0.30 | 2.55 | 22.38 |
| 9005 | -90 | 0 | 279.0 | 303.0 | 24.0 | 0.34 | 0.8 | 0.07 | 0.01 | 0.48 | |
| 9006 | -90 | 0 | 9.0 | 306.5 | 297.5 | 0.26 | 2.3 | 0.03 | 0.13 | 0.44 | |
| 9006 | incl. | -90 | 0 | 78.0 | 192.2 | 114.2 | 0.32 | 3.7 | 0.03 | 0.25 | 0.60 |
| 9006 | incl. | -90 | 0 | 264.0 | 306.5 | 42.5 | 0.43 | 0.6 | 0.05 | 0.01 | 0.53 |
| 9007 | -90 | 0 | 48.0 | 252.0 | 204.0 | 0.33 | 4.5 | 0.05 | 0.11 | 0.57 | |
| 9007 | incl. | -90 | 0 | 48.0 | 66.0 | 18.0 | 0.49 | 1.9 | 0.04 | 0.02 | 0.60 |
| 9007 | incl. | -90 | 0 | 135.0 | 216.0 | 81.0 | 0.46 | 8.0 | 0.07 | 0.20 | 0.85 |
| 9007 | and | -90 | 0 | 183.0 | 216.0 | 33.0 | 0.62 | 13.4 | 0.12 | 0.16 | 1.17 |
| 9008 | -90 | 0 | 18.0 | 42.0 | 24.0 | 0.44 | 6.4 | 0.07 | 0.07 | 0.73 | |
| 9008 | -90 | 0 | 123.7 | 129.0 | 5.3 | 0.44 | 8.0 | 0.08 | 0.44 | 1.00 | |
| 9009 | -90 | 0 | 15.0 | 147.9 | 132.9 | 0.25 | 5.9 | 0.02 | 0.28 | 0.55 | |
| 9009 | incl. | -90 | 0 | 66.0 | 114.0 | 48.0 | 0.36 | 6.3 | 0.02 | 0.28 | 0.68 |
| 9010 | -90 | 0 | 35.4 | 189.0 | 153.6 | 0.29 | 3.0 | 0.03 | 0.23 | 0.52 | |
| 9010 | incl. | -90 | 0 | 35.4 | 69.0 | 33.6 | 0.52 | 3.2 | 0.05 | 0.06 | 0.72 |
| 9011 | -90 | 0 | 83.4 | 207.0 | 123.6 | 0.44 | 2.3 | 0.04 | 0.11 | 0.62 | |
| 9011 | incl. | -90 | 0 | 149.0 | 207.0 | 58.0 | 0.60 | 2.4 | 0.04 | 0.06 | 0.75 |
| 9011 | and | -90 | 0 | 186.0 | 207.0 | 21.0 | 1.13 | 2.9 | 0.05 | 0.01 | 1.28 |
| 9012 | No reportable intercepts | ||||||||||
| 9013 | No reportable intercepts | ||||||||||
| 9014 | -90 | 0 | 72.0 | 210.0 | 138.0 | 0.74 | 4.2 | 0.06 | 0.05 | 0.95 | |
| 9014 | incl. | -90 | 0 | 147.0 | 210.0 | 63.0 | 1.17 | 6.8 | 0.08 | 0.05 | 1.47 |
| 9014 | and | -90 | 0 | 168.0 | 207.0 | 39.0 | 1.45 | 6.5 | 0.10 | 0.06 | 1.79 |
| 9014 | and | -90 | 0 | 204.0 | 207.0 | 3.0 | 11.70 | 50.8 | 0.45 | 0.06 | 13.44 |
Gold equivalent (AuEQ) is calculated using a gold price of US$900/oz, a silver price of US$15/oz, a copper price of US$2.50/lb and a zinc price of US$0.80/lb. Metal recoveries are assumed to be 100%.
The most intensively developed mineralization includes disseminated sulphides, and appears to be preferentially localized within pervasively altered volcaniclastic and epiclastic rock units. These host rocks are characterized by both a high permeability and an anticipated wide geographic distribution – a permissive environment for bulk-tonnage style mineralization.
Exploration work in 2010 is aimed at confirming the dimensions and orientation of the mineralized system at Newton. Induced polarization ("IP") geophysical and soil sampling surveys, together with geological mapping, are underway on the property. Initial results from the 2010 IP geophysical survey have identified a second bulk-tonnage gold target measuring approximately 400 metres by 1,500 metres, located some 450 metres to the south of the 2009 discovery drilling, which is open in all directions.
The results of the 2010 exploration work will be combined with information from the 2009 drill program and historical data in order to define the 2010 drill targets. The permit application, which was submitted to the BC provincial government in December 2009 for a 25-hole diamond drill program, has been approved.
Newton Property Agreement
In June 2009, Amarc entered into an Option and Joint Venture Agreement (the "Newton Agreement") with New High Ridge Resources Inc. ("High Ridge") on the Newton property. Under the terms of the
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Newton Agreement, Amarc has the right to earn an 80% interest in the Newton property by making a $60,000 cash payment (paid) and issuing 100,000 Amarc shares (issued) to the underlying owners, funding $240,000 in exploration expenditures on or before December 31, 2009 (completed) and funding an additional $4.7 million in exploration expenditures over seven years from the effective date of the agreement. On exercise of the option by Amarc, the two parties are to enter into a joint venture agreement. The Newton Agreement is subject to an underlying option agreement and accompanying amending agreements with arm's length parties. Pursuant to these underlying agreements, High Ridge has acquired a 100% undivided interest in all claims held under the underlying agreement through a series of staged payments, share issuances and exploration expenditures. The claims held under the Newton Agreement are subject to a 2% net smelter royalty, which may be purchased for $2 million. Advance annual royalty payments of $25,000 are required, starting in 2011.
The Plateau Gold-Copper Belt
Amarc has staked approximately 3,300 square kilometres of additional minerals claims over the under-explored and prospective Plateau Gold-Copper Belt. The belt extends primarily to the south, and also to the north, from the Newton property. The Plateau Gold-Copper Belt claims are owned 100% by Amarc. Public domain information indicates that the region has favorable geology and geochemistry for Newton-style gold deposits and porphyry gold-copper deposits. Amarc's ground, to the south of Newton, is bordered on the west by Taseko Mines Limited’s Prosperity gold-copper project, which is at the advanced permitting-stage..
Amarc has completed a 7,000 line kilometer ZTEM (Z-axis Tipper Electromagnetic system) airborne geophysical survey over the Newton property, other regional anomalies and the sector of the Plateau Gold-Copper Belt that extends south of the Newton property. The ZTEM technology is an innovative airborne electromagnetic system which provides unparalleled resolution and depth of investigation and can detect conductors more than one kilometer below surface. High-sensitivity magnetometry data is collected concurrently. The geophysical signatures of the Newton mineralization and other known mineral occurrences in the region have been established, and Amarc is utilizing this comparative data to assist in the definition of previously unrecognized targets within the belt.
Initial field evaluation, including prospecting, soil geochemical sampling and IP geophysical surveys, is underway on selected targets. Soil sampling has to date defined two significant copper-molybdenum multi-element anomalies, each exceeding 1,500 metres in length and ranging up to 1,000 metres in width. Both these targets remain open for expansion and are to be further assessed by ground geophysics. Relevant permit applications submitted to the provincial government have been approved.
The results of these exploration activities will allow the prioritization of targets for drill testing later in the season.
The Newton Property and the Plateau Gold-Copper Belt are located near the City of Williams Lake, a full service regional center which is approximately 250 kilometres northeast of Vancouver. The region is characterized by low-lying and gently rolling hills. It is well served by existing transportation and power infrastructure, supporting a number of operating mines and late-stage development projects. These include the Gibraltar copper-molybdenum mine which has been in operation since 1973, the Mount Polley copper-gold mine which commenced production in 2008, and late-stage development projects –notably the Prosperity gold-copper project described above.
The Sitlika Copper-Zinc Belt
Amarc has suspended all exploration activities along the Sitlika Belt in north-central BC in order to focus on the Newton project and the adjacent Plateau Gold-Copper Belt. The Company's land position along the Sitlika Belt has also been reduced to approximately 217 square kilometres.
Other BC Agreements
The Tulox Property Agreement
The Tulox property is located in the Cariboo region and comprises an area of 54 square kilometres which was acquired over the period of 2005 to 2007. The Tulox property is underlain by Mesozoic volcanic and sedimentary rocks which have been intruded by Mesozoic intrusive rocks. These rocks have been overlain by Cenozoic volcanic and pyroclastic rocks. The Tulox property hosts gold and gold indicator element anomalies.
In April 2009, Amarc entered into an option agreement with Tulox Resources Inc. ("Tulox", formerly named Sitec Ventures Corp.) on Amarc's Tulox Property. Tulox can acquire a 100% interest in the Tulox Property by making a cash payment of $10,000, expending $2,000,000 on the Tulox Property and issuing 2,625,000 common shares over four years. Tulox has made the $10,000 cash payment and issued 350,000
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common shares to date. Upon preparation of a Preliminary Assessment or a Prefeasibility Study, Amarc may exercise a one-off Back-In Right to obtain a 60% interest in the Tulox Property by completing an additional $10 million in exploration expenditures on the Property. The Tulox Property is subject to a 3% net smelter royalty, which is reduced to 1.2% in the event that the Back-In Right is exercised by Amarc.
Other Property Interests – BC, Yukon, Saskatchewan
Amarc also has a 5% net profits interest ("NPI") in the 46 mineral claims that comprise the Ana Property in Yukon, and a 2.5% NPI in a mineral lease over the Mann Lake Property in Saskatchewan. The Company has no plans to undertake any programs on either of these properties in 2010.
C. ORGANIZATIONAL STRUCTURE
The Company had two wholly-owned subsidiaries, Compania Minera Amarc SA de CV and Amarc Exploraciones Mineras SA de CV, both of which were incorporated in Mexico. These subsidiaries were liquidated on February 8, 2010. The Company also controls and has primary beneficial ownership of the Precious Exploration Limited Partnership. However, the Company operates directly, and does not consider either of its subsidiaries or the limited partnership to be material at this time.
D. PROPERTY, PLANT AND EQUIPMENT
All of the Company's active properties are located in British Columbia. The nature of the Company's interest in various mineral properties is described above (see item 4B – Business Overview). None of the properties have any material tangible fixed assets located thereon. The locations of the currently active properties and details of mineral exploration claims within British Columbia are shown on Figure 1 and Table 1 respectively (below).
Figure 1. Location of Amarc's Newton project.
Table 1: Claim Information for Amarc's BC Properties.
| Program | Claim Numbers | Size (km 2 ) |
|
Plateau Gold Including Newton |
208327, 414743, 507905, 507914, 511965, 511967, 514976, 514979, 514981, 606674, 606675, 606676, 606677, 606678, 606679, 606680, 606681, 606682, 606683, 606684, 606685, 606686, 606687, 606688, 606689, 606690, 606691, 606692, 606693, 606694, 606695, 606696, 606697, 606698, 606699, 606700, 606701, 606702, 606703, 606704, 606705, 606706, 606707, 606708, 606709, 606710, 606711, 606712, 606713, 606714, 606715, 606716, 606717, 615743, 615803, 615843, 615863, 616023, 681843, 681844, 681863, 681883, 681903, 681904, 681923, 681924, 681925, 681926, 681927, 681928, 681929, 681930, 681931, 681932, 681933, 681943, 681944, 681963, 681964, 681983, 682003, 682004, 682024, 682025, 682043, 682044, 682063, 682065, 682089, 682094, 682095, 682098, 682100, 682104, 682106, 682107, 682111, 682112, 682114, 682116, 682123, 682124, 682143, 682144, 682163, 682164, 682183, 682184, 682185, 682203, 682204, 682205, 682206, 682207, 682208, 682209, 682210, 682212, 682213, 682214, 682223, 682225, 682226, 682227, 682228, 682229, 682230, 682232, 682233, 682234, 682235, 682236, |
3,397 |
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| Program | Claim Numbers | Size (km 2 ) |
| 682243, 682244, 682245, 682246, 682263, 682283, 682284, 682285, 682286, 682287, 682288, 682289, 682290, 682291, 682303, 682304, 682305, 682306, 682307, 682308, 682309, 682310, 682311, 682312, 682313, 682315, 682316, 682317, 682318, 682319, 682320, 682321, 682323, 682324, 682326, 682327, 682328, 682329, 682330, 682331, 682332, 682333, 682334, 682335, 682336, 682337, 682338, 682343, 682344, 682345, 682346, 682347, 682348, 682349, 682350, 682351, 682352, 682353, 682354, 682363, 682364, 682365, 682366, 682367, 682368, 682369, 682370, 682371, 682372, 682373, 682374, 682375, 682376, 682377, 682383, 682384, 682403, 682404, 682405, 682406, 682407, 682408, 682411, 682413, 682414, 682416, 682417, 682418, 682423, 682424, 682425, 682426, 682427, 682428, 682443, 682444, 682463, 682464, 682483, 682484, 682503, 682504, 682505, 682506, 682507, 682508, 682509, 682510, 682511, 682513, 682514, 682515, 682516, 682517, 682518, 682519, 682520, 682521, 682522, 682523, 682524, 682543, 682563, 682583, 682603, 682604, 682605, 682606, 682608, 682609, 682610, 682611, 682613, 682614, 682615, 682616, 682617, 682618, 682619, 682620, 682621, 682622, 682643, 682644, 682645, 682663, 682684, 682685, 682687, 682704, 682723, 682743, 682744, 682763, 683343, 684043, 684044, 684045, 684046, 684047, 684048, 684843, 684863, 684883, 685023, 685025, 685683, 685684, 685685, 685686, 685687, 685703, 685704, 685705, 685706, 685707, 685708, 685709, 685723, 685724, 685743, 685763, 685764, 685765, 685767, 685783, 685784, 685785, 685786, 685803, 685823, 685843, 685844, 685845, 686143, 686323, 686343, 686363, 686383, 686384, 686385, 686386, 686387, 686388, 686403, 705129, 705131, 705132, 705134, 705135, 705136, 705137, 705138, 705139, 705140, 705142, 705143, 705144, 705145, 705146, 705147, 705148, 705149, 705150, 705151, 705152, 705153, 705154, 705155, 705156, 705157, 705158, 705159, 705187, 705188, 705189, 705190, 705191, 705192, 705193, 705194, 705195, 705196, 705197, 705198, 705199, 705200, 705201, 705202, 705203, 705204, 705205, 705206, 705207, 705208, 705209, 705210, 705211, 705239, 705241, 705244, 705504, 705505, 705506, 705507, 705508, 705509, 705510, 705512, 705513, 705514, 705516, 705518, 705520, 705522, 705564, 705566, 705567, 705569, 705570, 705571, 705572, 705574, 705575, 705577, 705578, 705580, 705581, 705582, 705583, 705584, 705596, 705597, 705598, 705599, 705600, 705602, 705603, 705604, 705605, 705606, 705607, 705608, 705609, 705610, 705611, 705612, 705613, 705614, 705615, 705616, 705617, 705619, 705620, 705622, 705623, 705624, 705625, 705626, 705627, 705767, 705779, 705780, 705781, 705782, 705783, 705784, 705785, 705786, 705787, 705788, 705789, 705790, 705822, 705823, 705824, 705962, 705963, 705964, 705965, 705966, 705967, 705968, 705969, 705970, 705971, 705972, 705973, 705974, 705975, 705976, 705977, 705978, 705979, 705980, 705981, 705982, 705983, 705985, 705986, 705987, 705988, 705989, 705990, 705991, 705992, 705993, 705994, 705995, 705996, 705997, 705998, 705999, 706001, 706002, 706003, 706004, 706005, 706006, 706007, 706008, 706009, 706010, 706012, 706013, 706014, 706015, 706016, 706017, 706018, 706019, 706020, 706021, 706022, 706023, 706024, 706025, 706026, 706027, 706028, 706029, 706030, 706031, 706032, 706033, 706034, 706036, 706038, 706039, 706040, 706041, 706042, 706043, 706045, 706046, 706047, 706048, 706049, 706050, 706055, 706056, 706057, 706058, 706059, 706060, 706061, 706062, 706063, 706064, 706065, 706067, 706068, 706069, 706070, 706071, 706072, 706073, 706074, 706076, 706077, 706078, 706079, 706080, 706081, 706082, 706084, 706085, 706087, 706088, 706089, 706090, 706091, 706092, 706093, 706094, 706096, 706097, 706098, 706099, 706100, 706101, 706102, 706104, 706105, 706107, 706143, 706144, 706146, 706150, 706165, 730662, 730682, 730702, 730722, 730742, 730762, 730782, 742582, 742602, 742622, 742642, 742662, 742682, 760682, 760702, 760722, 760762, 760782, 760802, 760822, 760842, 760882, 760902, 760922, 760942, 760962, 760982, 761002, 761022, 761042, 761062, 761082, 761102, 761122, 761142, 761162, 761182, 762342, 762362, 762382, 762402, 762422, 762442, 762462, 762482, 762502, 762522, 762542, 762562, 762582, 762602, 762622, 762642, 762662, 762682, 762702, 762722, 762742, 762762, 762782, 762802, 762822, 762842, 762862, 763162, 763202, 763222, 763242, 763262, 763282, 763302, 763322, 763342, 763362, 763382, 763402, 763422, 763442, 763462, 763482, 763502, 763522, 763542, 763562, 763582, 763602, 763622, 763642, 763662, 763682, 763702, 763722, 763742, 763762, 763782, 763802, 763822, 763842, 763862, 763882, 763902, 763922, 763942, 763962, 763982, 764002, 764022, 764042, 764062, 764082, 764102, 764122, 764142, 764162, 764182, 765302, 765322, 765342, 765362, 765402, 765422, 765442, 765462, 765482, 765502, 765522 | ||
| Sitlika | 542768, 542769, 544623, 544646, 544648, 544649, 545669, 545670, 545672, 546157, 546160, 574571 | 16 |
|
Tulox
Others |
519088, 519090, 519420, 519421, 524206, 524207, 530948, 542443,
542488, 542489, 542490
516565, 545760, 545762, 556348, 560228, 560236, 560238, 580114, 580119, 580181, 580182, 580314, 639323, 639397, 704852 |
54
33 |
- 24 -
ITEM 4A UNRESOLVED STAFF COMMENTS
None
- 25 -
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.
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 consolidated financial statements for the years ended March 31, 2010, 2009 and 2008 and the related notes accompanying this Annual Report. The Company prepares its consolidated financial statements in accordance with Canadian generally accepted principles ("GAAP"). Refer to note 13 to the audited annual consolidated financial statements which provides a reconciliation of material measurement differences between Canadian GAAP and US GAAP and their effect on the consolidated financial statements.
Critical Accounting Policies and Estimates
The Company's accounting policies are presented in note 3 of the accompanying audited consolidated annual financial statements for the years ended March 31, 2010, 2009 and 2008, and a reconciliation of material measurement differences between these principles and US GAAP principles is presented in note 13.
The preparation of consolidated financial statements in accordance with Canadian GAAP requires management to select accounting policies and make estimates. Such estimates may have a significant impact on the financial statements. These include:
-
the carrying values of mineral properties,
-
the carrying values of future income tax assets and liabilities, and
-
the measurement of stock-based compensation expense.
Actual amounts could differ from the estimates used and, accordingly, affect the results of operation.
Mineral property interests and related asset retirement obligations
The acquisition costs of mineral properties are deferred until the properties are placed into production, sold or abandoned. These costs are amortized on a unit-of-production basis over the estimated useful life of the related properties following the commencement of production, or written off if the properties are sold, allowed to lapse or abandoned, or when impairment has been determined to have occurred. If the deferred mineral property costs are determined not to be recoverable over the estimated useful life or are greater than the estimated fair market value, the unrecoverable portion is charged to operations in that period.
Mineral property acquisition costs include the cash consideration and the fair market value of common shares, based on the trading price of the shares, on the date of issue or as otherwise provided under the agreement terms for the mineral property interest. Costs for properties for which the Company does not possess unrestricted ownership and exploration rights, such as option agreements, are expensed in the period incurred or until a feasibility study has determined that the property is capable of commercial production.
Exploration costs and option payments are expensed in the period incurred. Option payments which are solely at the Company's discretion are recorded as they are made.
Administrative expenditures are expensed in the period incurred.
- 26 -
The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected from the asset. If the carrying amount of the long-lived asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset.
The Company records the fair value of an asset retirement obligation as a liability in the period in which it incurs a legal obligation associated with the retirement of tangible long-lived assets that result from the acquisition, construction, development and/or normal use of the assets. The Company also records a corresponding asset value which is amortized over the same basis as the asset being retired. Subsequent to the initial measurement of the asset retirement obligation, the obligation is adjusted at the end of each period to reflect the passage of time (accretion expense) and changes in the estimated future cash flows underlying the obligation (asset retirement cost).
The Company has no material asset retirement obligations as the disturbance at the exploration sites as at March 31, 2010 has been minimal.
Future income tax assets and liabilities
The Company uses the asset and liability method of accounting for income taxes. Under this method, future income tax assets and liabilities are computed based on differences between the carrying amount of assets and liabilities on the balance sheet and their corresponding tax values, generally using the enacted or substantively enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Future income tax assets also result from unused loss carry-forwards and other deductions. Future tax assets are recognized to the extent that they are considered more likely than not to be realized. The valuation of future income tax assets is adjusted, if necessary, by the use of a valuation allowance to reflect the estimated realizable amount.
Under the Canadian Income Tax Act, a company may issue securities referred to as flow-through shares whereby the investor may claim the tax deductions arising from the qualifying expenditure of the proceeds by the company. When resource expenditures are renounced to the investors and the Company has reasonable assurance that the expenditures will be completed, future income tax liabilities are recognized (renounced expenditures multiplied by the effective corporate tax rate), thereby reducing share capital. Previously unrecognized tax assets may then offset or eliminate the liability recorded.
Stock-based compensation expense
The Company accounts for all non-cash stock-based payments to non-employees, and employee awards that are direct awards of shares that call for settlement in cash or other assets, or that are share appreciation rights which call for settlement by the issuance of equity instruments, using the fair value method.
Under the fair value method, stock-based payments are measured at the fair value of the consideration received, or the fair value of the equity instruments issued, or liabilities incurred, whichever is more reliably measurable. The fair value of non-cash stock-based payments is periodically re-measured until counterparty performance is complete, and any change therein is recognized in the same manner as if the Company had paid cash instead of paying with or using equity instruments. The cost of non-cash stock-based payments to service providers that are fully vested and non-forfeitable at the grant date is measured and recognized at that date. For awards that vest at the end of a vesting period, compensation cost is recognized on a straight-line basis; for awards that vest on a graded basis, compensation cost is recognized on a pro-rata basis over the vesting period.
Consideration received by the Company upon the exercise of share purchase options and warrants, and the stock-based compensation previously credited to contributed surplus related to such options and warrants, is credited to share capital.
A. RESULTS OF OPERATIONS
Year Ended March 31, 2010 ("2010") versus Year Ended March 31, 2009 ("2009")
The net loss for the year ended March 31, 2010 decreased to $4,102,000 compared to a net loss of $5,109,000 for the previous year. The decrease in loss was mainly due to a decrease in exploration expenditures in the current year compared to the previous year.
During the year ended March 31, 2010, the Company received BC mineral exploration tax credits ("METC–BC") in the amount of $252,000, compared to receipts totaling $1,435,000 in the previous year. These amounts were credited to "exploration expenses" in the statement of operations.
- 27 -
Exploration expenses, excluding METC–BC, decreased to $3,447,000 in the 2010 fiscal year, compared to $6,054,000 in the previous year. The major exploration expenditures during the year were geological (2010 – $1,755,000; 2009 – $2,536,000), drilling (2010 – $670,000; 2009 – $807,000), assay and analysis (2010 – $252,000; 2009 – $596,000), transportation (2010 – $118,000; 2009 – $600,000), site activities (2010 – $255,000; 2009 – $490,000) and environmental (2010 – $108,000; 2009 – $15,000).
The major administrative costs during the year were salaries and benefits (2010 – $312,000; 2009 –$209,000), office and administration (2010 – $154,000; 2009 – $178,000), conference and travel (2010 –$48,000; 2009 – $54,000), management and consulting (2010 – $23,000; 2009 – $58,000), and shareholder communication (2010 – $104,000; 2009 – $123,000).
Stock-based compensation expense of $138,000 was charged to operations during fiscal 2010, compared to $244,000 for fiscal 2009. This is mainly due to the amortization of a greater number of options granted in fiscal 2009.
A foreign exchange loss of $40,000 was recorded during the year ended March 31, 2010, compared to a gain of $219,000 in the previous year. The loss during the current year is primarily attributable to the Company's US dollar denominated financial assets mainly held in cash and cash equivalents and due to appreciation of Canadian dollar against the US dollar. At March 31, 2010 the Company held approximately US$100,000 (2009 – US$100,000).
During the current year, interest income decreased to $24,000, compared to $309,000 in the previous year. Interest income in the previous year was substantially higher than the current year mainly due to interest on the mineral exploration tax credit received in the previous year.
Year Ended March 31, 2009 ("2009") versus Year Ended March 31, 2008 ("2008")
The net loss for the year ended March 31, 2009 increased to $5,109,000 compared to a net loss of $3,566,000 for the previous year. The increase in loss was mainly due to an increase in exploration activities in current year compared to the previous year.
During the year ended March 31, 2009, the Company received $ 1,435,000 in respect of Mineral Exploration Tax Credit ("METC–BC"), which amount was credited to exploration expense. The METC initiative was introduced by the BC Government to stimulate new economic activity in the province and includes an enhanced credit for mineral exploration in areas affected by the mountain pine beetle infestation. There was no such credit received in the prior year.
Exploration expenses, excluding METC–BC, for the year ended March 31, 2009 increased to $6,054,000, compared to $3,067,000 for the previous year. This increase was due to a greater number of exploration programs being carried out in British Columbia. The major exploration expenditures during the year were geological (2009 – $2,536,000; 2008 – $1,721,000), drilling (2009 – $807,000; 2008 – $nil), transportation (2009 – $600,000; 2008 – $392,000), assay and analysis (2009 – $596,000; 2008 – $283,000), site activities (2009 – $490,000; 2008 – $372,000) and engineering (2009 – $371,000; 2008 – $8,000).
The major administrative costs during the year were salaries and benefits (2009 – $209,000; 2008 – $257,000), office and administration (2009 – $178,000; 2008 – $184,000), conference and travel (2009 – $54,000; 2008 – $96,000), management and consulting (2009 – $58,000; 2008 – $49,000), and shareholder communication (2009 – $123,000; 2008 – $73,000).
Stock-based compensation expense of $244,000 was charged to operations during fiscal 2009, compared to $nil for fiscal 2008. This is mainly due to the amortization of a greater number of options granted in fiscal 2009.
Interest and other income decreased to $309,000 for fiscal 2009 compared to $316,000 for the previous year. Interest and other income in 2009 and 2008 mainly consisted of interest on METC-BC and input tax credit, and interest earned on a $5,500,000 loan to Rockwell Diamonds Inc., respectively.
During the year ended March 31, 2009, the Company paid $81,000 on account of tax related to the 2008 flow-through financing. There was no such tax recorded during the prior year.
There was a gain of $14,000 on sale of equipment to a related party during the fiscal year of 2009. There was no gain on the sale of equipment during the prior year.
A foreign exchange gain of $219,000 was recorded during the year ended March 31, 2009, compared with a loss of $138,000 in the previous year. The gain was due primarily to appreciation in value of the Company's US dollar assets, mainly held in cash and cash equivalents, against the Canadian dollar.
- 28 -
B. LIQUIDITY AND CAPITAL RESOURCES
The Company had cash and cash equivalents of $4,310,000 and working capital of $4,617,000 at March 31, 2010, compared to cash and cash equivalents of $2,972,000 and working capital of $3,339,000 at March 31, 2009.
The Company did not have any long term liabilities at March 31, 2010 or 2009 and does not have any long term liabilities as of the date of this Annual Report.
Planned Exploration Activities
The Company plans to apply its available cash and working capital to continue exploration of the Company's mineral properties. These planned exploration activities are summarized in Item 4.B of this Annual Report. At September 22, 2010, the Company had cash of approximately $2.2 million.
The Company anticipates that its cash and working capital will be sufficient to enable it to carry out the Company's currently planned exploration activities as well as for property maintenance requirements and administrative overhead for the twelve months without obtaining additional financing.
Cash Used in Operating Activities
Cash used in operating activities was $3,895,000 in fiscal 2010, compared to $5,181,000 in 2009 and $3,555,000 in 2008. Cash used in operating activities was attributable primarily to exploration programs carried out on its British Columbia mineral properties. The Company anticipates continuing to use cash in its operating activities to carry out its exploration programs.
Cash Flows from Investing Activities
Cash provided by investing activities was $34,000 in 2010, compared to cash used in investing activities of $74,000 in 2009, and cash provided by investing activities of $5,815,000 in 2008. Cash provided by investing activities during the current year represents proceeds from sale of equipment. Cash used in investing activities in 2009 represents purchase of equipment. Cash provided by investing activities in 2008 related to repayment of a loan of $5,500,000 by a related party pursuant to a 90-day promissory note and proceeds from sale of marketable securities of a related party representing payment of interest on the 90-day promissory note.
Cash Flows from Financing Activities
Cash provided by financing activities in 2010 was $5,210,000, compared to $500,000 in 2009, and $2,634,500 in 2008. Cash provided by financing activities in the current year represents receipts from issuance of 11,000,000 common shares at a price of $0.50 per share pursuant to a private placement, comprising 4,800,000 flow-through shares and 6,200,000 non-flow-through shares (refer to Item 5.F ). Cash provided by financing activities in 2009 represents cash received from issuance of 5,000,000 common shares at $0.10 per share pursuant to a private placement. Cash provided by financing activities in 2008 was attributable to issuance of 4,790,000 common shares at $0.55 per share pursuant to exercise of share warrants.
Requirement of Financing
Historically, Amarc's sole source of funding has been the sale of equity securities for cash, primarily through private placements to sophisticated investors and institutions. The Company has issued common share capital in each of the past three fiscal years pursuant to private placement financings and exercise of warrants. The Company's ability to obtain additional financing to fund its exploration programs is always uncertain. There can be no assurance of continued access to significant equity funding.
Development of any of the Company's mineral properties beyond feasibility will require additional equity and possible debt financing, both of which involve significant risks and have been referred to previously in this Annual Report. As Amarc is an exploration stage company, it does not have revenues from operations and, except for interest income from its cash and cash equivalents and short-term investments, the Company relies on equity funding for its continuing financial liquidity. The Company does not have any arrangements or commitments in place for any additional financing that would enable it to complete development of a project, even in the event of positive feasibility studies.
The Company presently does not have any material commitments for capital expenditures and accordingly, can remain somewhat flexible in directing its exploration activities to the availability of funds.
The Company has no lines of credit or other sources of financing which have been arranged but are as yet unused.
- 29 -
Financial Instruments
Amarc keeps its financial instruments denominated in Canadian dollars and US 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.
Although there has been periodic volatility in the gold market, the average annual price has increased for the past four years. The average gold price in 2008 was approximately US$872/oz. In response to the global economic uncertainty that began in mid 2008, gold prices were strong in 2009, with prices ranging from US$802/oz in early January to US$1,200/oz in early December and averaging US$974/oz for the year.
Gold prices remain strong in 2010. The average price to the end of July 2010 is US$1,160/oz.
Copper prices increased significantly between late 2003 and mid 2008, and then declined in late 2008. The average price in 2008 was approximately US$3.16/lb. Prices in 2009 ranged from US$1.39/lb in early January to US$3.33/lb at year end, and averaged US$2.34/lb for the year.
Copper prices generally remain strong in 2010, with a slight weakening to range between US$2.80/lb and US$3.05/lb since mid-May. The average price the end of July 2010 is US$3.21/lb.
E. Off-Balance Sheet Arrangements
Amarc has no off-balance sheet arrangements.
As used in this Item 5E , the term "off-balance sheet arrangement" means any transaction, agreement or other contractual arrangement to which an entity, unconsolidated with the Company, is a party, under which the Company has:
| (a) |
any obligation under a guarantee contract that has any of the characteristics identified in paragraph 3 of FASB Interpretation No. 45, Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others (November 2002) ("FIN 45"), as may be modified or supplemented, excluding the types of guarantee contracts described in paragraphs 6 and 7 of FIN 45; |
| (b) |
a retained or contingent interest in assets transferred to an unconsolidated entity or similar arrangement that serves as credit, liquidity or market risk support to such entity for such assets; |
| (c) |
any obligation under a derivative instrument that is both indexed to the company's own stock and classified in stockholders' equity, or not reflected, in the company's statement of financial position; or |
| (d) |
any obligation, including a contingent obligation, arising out of a variable interest (as referenced in FASB Interpretation No. 46, Consolidation of Variable Interest Entities (January 2003), as may be modified or supplemented) in an unconsolidated entity that is held by, and material to, the company, where such entity provides financing, liquidity, market risk or credit risk support to, or engages in leasing, hedging or research and development services with, the company. |
- 30 -
F. Tabular Disclosure of Contractual Obligations
As at fiscal year end March 31, 2010, the Company had the following contractual obligations:
| Payment due by period | |||||
| Type of Contractual Obligation | Total |
Less
than 1 Year |
1 - 3
Years |
3 - 5
Years |
More
than 5 Years |
| Long-Term Debt Obligations | – | – | – | – | – |
| Capital (Finance) Lease Obligations | – | – | – | – | – |
| Operating Lease Obligations (Office Lease) | – | – | – | – | – |
| Purchase Obligations | – | – | – | – | – |
| Other Long-Term Liabilities Reflected on the Company's Balance Sheet under Canadian GAAP | – | – | – | – | – |
| Total | – | – | – | – | – |
During the year ended March 31, 2010, the Company arranged a private placement of 11,000,000 of its common shares at a price of $0.50 per share, consisting of 4,800,000 flow-through shares and 6,200,000 non-flow-through shares for aggregate gross proceed of $5,500,000. In accordance with the terms of flow-through share agreements, the Company is obligated to spend the proceeds from the flow-through shares issuance on Canadian Exploration Expenses ("CEE") by December 31, 2010. At March 31, 2010, approximately $1,659,000 remained to be spent on eligible exploration activities.
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.
- 31 -
ITEM 6 DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
A. Directors and Senior Management
|
Name (1) |
Year
born |
Position
|
Director or
Officer Since |
| Rene G. Carrier | 1944 | Director | May 2008 |
| David J. Copeland | 1948 | Director | September 1995 |
| Scott D. Cousens | 1964 | Director | September 1995 |
| T. Barry Coughlan | 1945 | Director | February 2009 |
| Robert A. Dickinson | 1948 | Chairman of the Board and Director | April 1993 |
| Paul Mann | 1964 | Chief Financial Officer | July 2008 |
| Jeffrey R. Mason | 1957 | Director | September 1995 |
| Diane Nicolson | 1965 | Vice President Corporate Development | February 2008 |
| Ronald W. Thiessen | 1952 | President, Chief Executive Officer and Director | September 1995 |
| 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. |
The following is biographical information on each of the persons listed above.
Rene Carrier – Director
Rene Carrier is a past Vice-President of Pacific International Securities Inc. where he worked for ten years, until 1991. Since that time he has been President of Euro-American Capital Corporation, a private company which specializes in restructuring, administration, and raising venture capital funds for junior companies.
Mr. Carrier currently 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 | May 2008 | Present |
| Chartwell Technology Inc. | Director | June 1991 | April 2007 |
| Continental Minerals Corporation | Director | February 2001 | Present |
| Frontera Copper Corporation | Director | February 2009 | June 2009 |
| Heatherdale Resources Inc. | Director | November 2009 | Present |
| International Royalty Corporation | Lead Director | June 2003 | February 2010 |
| Quartz Mountain Resources Ltd. | Director | January 2000 | Present |
| President | June 2005 | Present | |
| Rockwell Diamonds Inc. | Director | April 1993 | November 2008 |
David Copeland, P.Eng. – Director
David Copeland is a geological engineer who graduated in economic geology from the University of British Columbia. With over 30 years of experience, Mr. Copeland has undertaken assignments in a variety of capacities in mine exploration, discovery and development throughout the South Pacific, Africa, South America and North America. His principal occupation is President and Director of CEC Engineering Ltd., a consulting engineering firm that directs and co-ordinates advanced technical programs for exploration on behalf of companies for which Hunter Dickinson Services Inc. provides services. He is also a director of Hunter Dickinson Services Inc.
Mr. Copeland 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 |
| Continental Minerals Corporation | Director | November 1995 | Present |
| President & CEO | January 2008 | Present |
- 32 -
| Company | Positions Held | From | To |
| Farallon Mining Ltd. | Director | December 1995 | April 2009 |
| Great Basin Gold Ltd. | Director | February 1994 | March 2008 |
| Heatherdale Resources Inc. | CEO, President & Director | November 2009 | Present |
| Northern Dynasty Minerals Ltd. | Director | June 1996 | June 2010 |
| Rockwell Diamonds Inc. | Director | September 2006 | Present |
| Chief Executive Officer | September 2006 | September 2007 | |
| Chairman | September 2007 | Present | |
| Taseko Mines Limited | Director | March 1994 | June 2010 |
Barry Coughlan, B.A. – Director
Barry Coughlan is a self-employed businessman and financier who over the past 23 years has been involved in the financing of publicly traded companies. His principal occupation is President and Director of TBC Investments Ltd., a private investment company.
Mr. Coughlan is, or was within the past five years, an officer and or a director of the following companies:
| Company | Positions Held | From | To |
| Amarc Resources Ltd. | Director | February 2009 | Present |
| Continental Minerals Corporation | Director | May 2006 | December 2006 |
| Creso Exploration Inc. | Director | June 2010 | Present |
| Farallon Mining Ltd. | Director | March 1998 | Present |
| Great Basin Gold Ltd. | Director | February 1998 | Present |
|
ICN Resources Ltd.
(formerly Icon Industries Ltd.) |
President, CEO and Director | September 1991 | February 2010 |
| Quartz Mountain Resources Ltd. | Director | January 2005 | Present |
| Taseko Mines Limited | Director | February 2001 | Present |
| Quadro Resources Ltd. | President and Director | June 1986 | 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. He is also a director of Hunter Dickinson Services Inc.
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 |
| Anooraq Resources Corporation | Director | September 1996 | June 2009 |
| Continental Minerals Corporation | Director | June 1994 | Present |
| Farallon Mining Ltd. | Director | December 1995 | April 2007 |
| Great Basin Gold Ltd. | Director | March 1993 | November 2006 |
| Heatherdale Resources Inc. | Chairman and Director | November 2009 | Present |
| Northern Dynasty Minerals Ltd. | Director | June 1996 | Present |
| Rockwell Diamonds Inc. | Director | November 2000 | November 2008 |
| Taseko Mines Limited | Director | October 1992 | Present |
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 also been active in mineral exploration over 40 years. He is a director of Hunter Dickinson Services Inc. He is also President and Director of United Mineral Services Ltd., a private resource company.
Mr. Dickinson is, or was within the past five years, an officer and/or director of the following public companies:
- 33 -
| Company | Positions Held | From | To |
| Amarc Resources Ltd. | Director | April 1993 | Present |
| Chairman | April 2004 | Present | |
| Anooraq Resources Corporation | Director | October 2004 | June 2009 |
| Co-Chairman | October 2004 | June 2009 | |
| Continental Minerals Corporation | Director | June 2004 | Present |
| Chairman | June 2004 | January 2006 | |
| Co-Chairman | January 2006 | December 2006 | |
| Detour Gold Corporation | Director | August 2006 | February 2009 |
| Farallon Mining Ltd. | Director | July 1991 | April 2007 |
| Co-Chairman | September 2004 | April 2006 | |
| Great Basin Gold Ltd. | Director | May 1986 | November 2006 |
| Chairman | April 2004 | December 2005 | |
| Co-Chairman | December 2005 | November 2006 | |
| Heatherdale Resources Ltd. | Director | November 2009 | Present |
| Northern Dynasty Minerals Ltd. | Director | June 1994 | Present |
| Chairman | April 2004 | Present | |
| Rockwell Diamonds Inc. | Director | November 2000 | September 2006 |
| Chairman | November 2000 | September 2006 | |
|
Taseko Mines Limited
|
Director | January 1991 | Present |
| Chairman | April 2004 | July 2005 | |
| Co-Chairman | July 2005 | May 2006 |
Paul Mann, CA – Chief Financial Officer
Paul Mann has over 15 years of progressive experience in the mining sector, as Controller of Dayton Mining and De Beers Canada Mining Ltd., Corporate Controller at Eldorado Gold Corporation and at Hunter Dickinson, as Vice President Finance for Crew Gold Corporation, and as Chief Financial Officer of North Pacific Geopower.
Since 2007 he has served as Executive Manager of Finance and Reporting for the Hunter Dickinson group of companies, overseeing all accounting, regulatory and securities compliance and reporting, as well as treasury and taxation for the group.
Jeffrey Mason, B.Comm., CA – Director
Jeffrey Mason holds a Bachelor of Commerce degree from the University of British Columbia and obtained his Chartered Accountant designation while specializing in the mining, forestry and transportation sectors at the international accounting firm of Deloitte & Touche. Following comptrollership positions at an international commodity mercantilist and Homestake Mining Group of companies including responsibility for North American Metals Corp. and the Eskay Creek Project, Mr. Mason has spent the last several years as a corporate officer and director to a number of publicly-traded mineral exploration companies. Until early 2008, Mr. Mason was employed as Chief Financial Officer of Hunter Dickinson Inc. and his principal occupation was the financial administration of the public companies to which Hunter Dickinson Inc. provided services.
Mr. Mason 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 |
| Secretary | September 1995 | February 2008 | |
| Chief Financial Officer | September 1998 | July 2008 | |
| Anooraq Resources Corporation | Director | April 1996 | September 2004 |
| Secretary | September 1996 | September 2007 | |
| Chief Financial Officer | February 1999 | June 2007 | |
| Coastal Contacts Inc. | Director | October 2006 | Present |
| Continental Minerals Corporation | Director | June 1995 | February 2008 |
| Secretary | November 1995 | February 2008 | |
| Chief Financial Officer | June 1998 | February 2008 |
- 34 -
| Company | Positions Held | From | To |
| Detour Gold Corporation | Chief Financial Officer and Secretary | July 2006 | December 2007 |
| Farallon Mining Ltd. | Director | August 1994 | February 2008 |
| Secretary | December 1995 | December 2007 | |
| Chief Financial Officer | December 1997 | December 2007 | |
| Great Basin Gold Ltd. | Director | February 1994 | November 2006 |
| Secretary | February 1994 | November 2006 | |
| Chief Financial Officer | June 1998 | November 2006 | |
| Northern Dynasty Minerals Ltd. | Director | June 1996 | July 2008 |
| Secretary | June 1996 | July 2008 | |
| Chief Financial Officer | June 1998 | July 2008 | |
| Quartz Mountain Resources Ltd. | Principal Accounting Officer | January 2005 | February 2008 |
| Rockwell Diamonds Inc. | Director | November 2000 | September 2007 |
| Chief Financial Officer | November 2000 | April 2007 | |
| Slater Mining Limited | Director | July 2008 | Present |
|
Taseko Mines Limited
|
Director | February 1994 | July 2008 |
| Secretary | February 1994 | June 2008 | |
| Chief Financial Officer | November 1998 | June 2008 |
Diane Nicolson, PhD – Executive Vice President
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; her broad international experience has significantly assisted the advancement of the company's efforts.
Dr. Nicolson was appointed Executive Vice President in February 2008 and is responsible for management, strategic planning and new project development for Amarc Resources Ltd.
Ronald Thiessen, CA – President, Chief Executive Officer and Director
Ronald Thiessen is a Chartered Accountant with professional experience in finance, taxation, mergers, acquisitions and re-organizations. Since 1986, Mr. Thiessen has been involved in the acquisition and financing of mining and mineral exploration companies. Mr. Thiessen is a director of Hunter Dickinson Services Inc., a company providing management and administrative services to several publicly-traded companies and focuses on directing corporate development and financing activities.
Mr. Thiessen 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 |
| President and Chief Executive Officer | September 2000 | Present | |
| Anooraq Resources Corporation | Director | April 1996 | Present |
| President and Chief Executive Officer | September 2000 | August 2007 | |
| Continental Minerals Corporation | Director | November 1995 | Present |
| President and Chief Executive Officer | September 2000 | January 2006 | |
| Co-Chairman | January 2006 | Present | |
| Detour Gold Corporation | Director | July 2006 | Present |
| Chairman | July 2006 | March 2009 | |
| Farallon Mining Ltd. | Director | August 1994 | Present |
| Co-Chairman | September 2004 | December 2005 | |
| Chairman | December 2005 | Present | |
| Great Basin Gold Ltd. | Director | October 1993 | Present |
- 35 -
| Company | Positions Held | From | To |
| President and Chief Executive Officer | September 2000 | December 2005 | |
| Co-Chairman | December 2005 | November 2006 | |
| Chairman | November 2006 | Present | |
| Northern Dynasty Minerals Ltd. | Director | November 1995 | Present |
| President and Chief Executive Officer | November 2001 | Present | |
| Rockwell Diamonds Inc. | Director | November 2000 | September 2007 |
| President and Chief Executive Officer | November 2000 | September 2006 | |
| Chairman | September 2006 | September 2007 | |
| Taseko Mines Limited | Director | October 1993 | Present |
| President and Chief Executive Officer | September 2000 | July 2005 | |
| Co-Chairman | July 2005 | May 2006 | |
| Chairman | May 2006 | Present | |
| Quadro Resources Ltd. | Director | July 1992 | December 2006 |
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.
B. Compensation
During the Company's financial year ended March 31, 2010, the aggregate cash compensation paid or payable by the Company or its subsidiaries to its directors and senior officers, all of whose financial statements are consolidated with those of the Company, was $164,250.
Ronald W. Thiessen, President and Chief Executive Officer, and Paul Mann, Chief Financial Officer are each a "Named Executive Officers" of the Company for the purposes of the following disclosure.
The compensation paid to the NEOs during the Company's most recently completed financial year of March 31, 2010 is as set out below and expressed in Canadian dollars unless otherwise noted:
|
Name and principal position |
Salary ($) |
Share- based awards ($) |
Option-based awards(1) ($) |
Non-equity incentive plan
compensation ($) |
Pension value ($) |
All other compensation ($) |
Total compensation ($) |
|
|
Annual
incentive plans |
Long-term
incentive plans |
|||||||
|
Ronald Thiessen
Chief Executive Officer |
36,250 |
Nil |
Nil |
Nil |
Nil |
Nil |
Nil |
36,250 |
|
Paul Mann
Chief Financial Officer |
20,000 |
Nil |
Nil |
Nil |
Nil |
Nil |
Nil |
20,000 |
During the fiscal year ended March 31, 2010, Messrs. Thiessen and Mann did not serve the Company solely on a full-time basis, and their compensation from the Company is allocated based on the estimated amount of time spent providing services to the Company.
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, 2010 is as set out below:
- 36 -
|
Name |
Fees earned ($) |
Share-
based awards ($) |
Option-based awards (3) ($) |
Non-equity
incentive plan compensation ($) |
Pension value ($) |
All other compensation ($) |
Total ($) |
| Rene G. Carrier (1) | 15,000 | Nil | Nil | Nil | Nil | Nil | 15,000 |
| David Copeland | Nil | Nil | Nil | Nil | Nil | Nil | Nil |
| Barry Coughlan (1) | 15,000 | Nil | 3,360 | Nil | Nil | Nil | 18,360 |
| Scott Cousens (2) | 31,250 | Nil | Nil | Nil | Nil | Nil | 31,250 |
| Robert Dickinson (2) | 46,750 | Nil | Nil | Nil | Nil | Nil | 46,750 |
| Jeffrey Mason | Nil | Nil | Nil | Nil | Nil | Nil | Nil |
Notes:
| 1. |
Independent directors receive an annual fee of $15,000 for their services. |
| 2. |
Pursuant to the Corporate Services Agreement with Hunter Dickinson Services Inc., compensation for Messrs. Cousens and Dickinson are allocated to the Company on the basis of time spent in respect of the Company's business. |
| 3. |
The options granted in fiscal 2010 were granted pursuant to the Share Option Plan. For compensation purposes, the Black- Scholes option valuation model has been used to estimate the fair value on the date of grant. The Black-Scholes option valuation is calculated using the expected life of the share option, expected volatility of the Company's Common Share price, expected dividend yield, and the risk-free interest rate. The weighted average Black-Scholes grant date fair value for awards granted on April 28, 2009 was $0.05, which was 7% of the option exercise price. |
C. Board Practices
All of the Company's directors were elected at the annual general meeting of shareholders held on September 15, 2010. All directors have a term of office expiring at the next annual general meeting of the Company's shareholders. All officers have a term of office lasting until their removal or replacement by the board of directors (the "Board").
There were no arrangements, standard or otherwise, pursuant to which directors were compensated by Amarc or its subsidiaries for their services in their capacity as directors, or for committee participation, involvement in special assignments or for services as consultants or experts during the most recently completed financial year.
General
The Board believes that good corporate governance improves corporate performance and benefits all shareholders. The Canadian Securities Administrators (the "CSA") have adopted National Policy 58-201 Corporate Governance Guidelines , which provides non-prescriptive guidelines on corporate governance practices for reporting issuers such as the Company. In addition, the CSA have implemented National Instrument NI 58-101 Disclosure of Corporate Governance Practices , which prescribes certain disclosure by the Company of its corporate governance practices. This section sets out the Company's approach to corporate governance and addresses the Company's compliance with NI 58-101.
1. Board of Directors
Directors are considered to be independent if they have no direct or indirect material relationship with the Company. A "material relationship" is a relationship which could, in the view of the Company's board of directors, be reasonably expected to interfere with the exercise of a director's independent judgment.
The Board facilitates its independent supervision over management in a number of ways including: by holding regular meetings without the presence of management; by retaining independent consultants; and by reviewing corporate developments with larger shareholders, analysts and potential industry partners, where it deems necessary.
The directors of the Company, except Messrs. Coughlan and Carrier, 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 reasonably well versed in the obligations of directors and the expectations of independence from management.
2. Other Directorships
The section entitled Item 6 – Directors, Senior Management and Employees in this Annual Report gives details of other reporting issuers of which each director is a director or officer.
- 37 -
3. Orientation and Continuing Education
The Company has traditionally retained experienced mining people as directors and hence the orientation needed is minimized. When new directors are appointed, they are acquainted with the Company's mineral 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.
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 www.sedar.com and the Company's website, www.amarcresources.com .
Composition of the Audit Committee
The members of the audit committee are Rene Carrier, Barry Coughlan and Robert Dickinson. All members are financially literate. Mr. Carrier and Mr. 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.
- 38 -
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 year ended March 31, 2010, 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.
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.
D. Employees
At March 31, 2010, Amarc had no direct employees. Amarc's administrative and exploration functions are primarily administered through Hunter Dickinson Services Inc. (See Item 7- Major Shareholders and Related Party Transactions ).
E. Share Ownership
Security Holdings of Directors and Senior Management
As at September 22, 2010, the directors and officers of Amarc, and their respective affiliates, directly and indirectly, own or control as a group an aggregate of 18,867,217 common shares (22.5%), or 23,757,217 (20.8%) on a diluted basis.
As at September 22, 2010, the Company's directors and senior management beneficially own the following number of the Company's common shares, options and warrants:
- 39 -
| Securities Beneficially Owned or | As a % of the outstanding | |
| Name of Insider | Controlled | Common Shares |
|
Scott D. Cousens
|
148,300 Common shares
70,000 Options |
0.18%
|
|
Robert A. Dickinson
(3)(5)
|
10,196,409 Common shares
(2)
70,000 Options 4,250,000 Warrants (3) |
12.16%
|
|
Paul Mann
|
50,000 Common shares
50,000 Options |
0.06%
|
|
Jeffrey R. Mason
|
4,246,000 Common shares
70,000 Options |
5.06%
|
|
Diane Nicolson
|
563,000 Common Shares
50,000 Options |
0.67%
|
|
Ronald W. Thiessen
|
2,369,008 Common shares
70,000 |
2.82%
|
|
Trevor Thomas
|
120,000 Common Shares
50,000 Options |
0.14%
|
|
Total
|
18,867,217 Common Shares
640,000 Options 4,250,000 Warrants |
22.5%
|
Notes:
| 1. |
The information as to principal occupation, business or employment and Common Shares beneficially owned or controlled is not within the knowledge of the management of the Company and has been furnished by the respective individuals as filed on SEDI. |
|
| 2. |
Certain of these shares are beneficially owned through a private company controlled by Mr. Dickinson, and a Registered Retirement Saving Plan (RRSP) owned by Mr. Dickinson. |
|
| 3. |
Mr. Dickinson holds 4,250,000 share warrants that expire on February 9, 2011. Each warrant entitles Mr. Dickinson to purchase one Common Share at $0.10 per share. |
|
| 4. |
Member of the Audit Committee. |
Share Option Plan
At September 22, 2010, 1,725,200 options were outstanding pursuant to the Company's share option plan (the "Plan"), described below, and an aggregate of 6,658,747 common shares were available for issuance pursuant to the Plan, described below.
(a) Incentive Options
1. 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").
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.
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 one year 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.
- 40 -
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 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 for issuance 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");
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 TSXV;
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
In accordance with the requirements of the TSX Venture and the terms of the Plan, disinterested shareholder approval was received at the Meeting.
"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.
- 41 -
ITEM 7 MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
A. Major Shareholders
Major Shareholders
Amarc is a publicly-held corporation, with its shares held by residents of Canada, the United States of America and other countries. 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. 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 September 22, 2010, Amarc had authorized unlimited common shares without par value, of which 83,839,473 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.
As at September 22, 2010, Robert Dickinson, together with companies controlled by him, held 10,196,409 common shares of Amarc, representing 12.16% of the common shares outstanding.
As at September 22, 2010, Jeffrey Mason held 4,246,000 common shares of Amarc, representing 5.06% of the common shares outstanding.
All of the common shares have the same voting rights.
Geographic Breakdown of Shareholders
As of September 22, 2010, Amarc's register of shareholders indicates that Amarc's common shares are held as follows:
Shares registered in intermediaries were assumed to be held by residents of the same country in which the clearing house was located.
|
Note 1 |
Amarc's securities are recorded on the books of its transfer agent, Computershare Trust Company of Canada located at 510 Burrard Street, Vancouver, Canada (604) 661-0271 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 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 within ten days following the trade (to be reduced to five days for all trades occurring after October 31, 2010) 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
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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 10 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, Amarc has not, since April 1, 2009, 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 directly or through any of its former subsidiaries to or 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"), formerly Hunter Dickinson Inc.
The Company does not have full-time management or employees. Pursuant to a Corporate Services Agreement dated July 2, 2010 with Hunter Dickinson Services Inc. ("HDSI"), HDSI provides services, including geological, corporate development, administrative and management services (collectively the "Services") to the Company. HDSI is a private company with certain directors in common with the Company, namely Messrs. Copeland, Cousens, Dickinson and Thiessen. HDSI provides the Services to several publicly traded companies (one of which is the Company), and is managed by persons who are directors in common with the Company.
HDSI has supervised or conducted mineral exploration projects in Canada (British Columbia, Manitoba, Ontario, Quebec and the Yukon) and internationally in Brazil, Chile, China, the United States (Nevada and Alaska), Mexico, and South Africa. HDSI allocates the costs of staff input into projects based on time records of involved personnel. Costs of such personnel and third party contractors are billed to the participating public companies (inclusive of HDSI staff costs and overhead) for amounts that are considered by the Company's management to be competitive with arm's-length suppliers. During the fiscal year ended March 31, 2010, Amarc paid approximately $1.5 million (2009 – $2.6 million; 2008 -$1.6 million), to HDSI for services pursuant to the management and administrative services agreement. Advances pursuant to this agreement were non-interest bearing and due on demand.
Management / Insiders
During the year ended March 31, 2010, the Company arranged a private placement of 11,000,000 of its common shares at a price of $0.50 per share, consisting of 4,800,000 flow-through shares and 6,200,000 non-flow-through shares for aggregate gross proceed of $5,500,000 (see Item 5.F) .
The numbers of shares acquired by the informed persons of the Company were as follow:
| Informed Person Participation | Amount | Units |
| Rene G. Carrier | $ 25,000 | 50,000 |
| David J. Copeland | 90,000 | 180,000 |
| Barry Coughlan | 25,000 | 50,000 |
| Scott D. Cousens | 100,000 | 200,000 |
| Paul Mann | 25,000 | 50,000 |
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| Informed Person Participation | Amount | Units |
| Jeffrey R. Mason | 25,000 | 50,000 |
| Diane Nicolson | 25,000 | 50,000 |
| Ronald W. Thiessen | 200,000 | 400,000 |
| Trevor Thomas | 25,000 | 50,000 |
| Total | $ 540,000 | 1,080,000 |
C. Interests of Experts and Counsel
Not applicable.
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ITEM 8 FINANCIAL INFORMATION
A. Consolidated Statements and Other Financial Information
Item 17 of this Form 20-F contains Amarc's audited consolidated annual financial statements as at March 31, 2010 and 2009 and for each of the years ended March 31, 2010, 2009 and 2008.
Legal Proceedings
Amarc is not involved in any litigation or legal proceedings and to Amarc's knowledge, no material legal proceedings involving Amarc or its subsidiaries are to be initiated 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 the accompanying financial statements since March 31, 2010, except as disclosed in this Annual Report on Form 20-F.
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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 Exchange (and its predecessors) since August 1995, under the symbol AHR.
The Company's common shares have been traded in the U.S. on OTC Bulletin Board since June 2004, 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 Exchange and on the OTC Bulletin Board.
| TSX Venture Exchange | OTCBB | |||
| Fiscal Year | ||||
| Ended | High | Low | High | Low |
| March 31, | (Cdn$) | (Cdn$) | (US$) | (US$) |
| 2010 | 0.72 | 0.16 | 0.75 | 0.12 |
| 2009 | 0.77 | 0.07 | 0.76 | 0.05 |
| 2008 | 0.78 | 0.45 | 0.76 | 0.40 |
| 2007 | 0.60 | 0.30 | 0.51 | 0.20 |
| 2006 | 0.47 | 0.22 | 0.38 | 0.20 |
| TSX Venture Exchange | OTCBB | |||
| High | Low | High | Low | |
| Fiscal Quarter | (Cdn$) | (Cdn$) | (US$) | (US$) |
| Q4, 2010 | 0.72 | 0.47 | 0.70 | 0.47 |
| Q3, 2010 | 0.68 | 0.23 | 0.75 | 0.23 |
| Q2, 2010 | 0.27 | 0.17 | 0.24 | 0.14 |
| Q1, 2010 | 0.25 | 0.16 | 0.24 | 0.12 |
| Q4, 2009 | 0.30 | 0.10 | 0.24 | 0.06 |
| Q3, 2009 | 0.31 | 0.07 | 0.37 | 0.05 |
| Q2, 2009 | 0.71 | 0.31 | 0.68 | 0.26 |
| Q1, 2009 | 0.77 | 0.58 | 0.76 | 0.57 |
| TSX Venture Exchange | OTCBB | |||
| High | Low | High | Low | |
| Month | (Cdn$) | (Cdn$) | (US$) | (US$) |
| September 2010 (to September 22, 2010) | 0.65 | 0.44 | 0.62 | 0.41 |
| August 2010 | 0.49 | 0.42 | 0.49 | 0.40 |
| July 2010 | 0.51 | 0.36 | 0.49 | 0.34 |
| June 2010 | 0.49 | 0.40 | 0.47 | 0.30 |
| May 2010 | 0.50 | 0.40 | 0.49 | 0.37 |
| April 2010 | 0.55 | 0.49 | 0.58 | 0.48 |
B. Plan of Distribution
Not applicable.
C. Markets
The shares of Amarc traded in Canada on the TSX Venture Exchange (formerly the Canadian Venture Exchange and successor to the Vancouver Stock Exchange) since August 1995 under the trading symbol AHR. Amarc's shares have traded on the OTC-BB under the symbol AXREF, since June 2004.
D. Selling Shareholders
Not applicable.
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E. Dilution
Not applicable.
F. Expenses of the Issue
Not applicable.
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ITEM 10 ADDITIONAL INFORMATION
A. Share Capital
Not applicable.
B. Memorandum and Articles of Association
Amarc's original corporate constituting documents comprised of the Memorandum and Articles of Association were registered with the 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.
On January 7, 2009 and March 9, 2009, the Registrar of Companies issued new Notices of Articles in response to Notices of Change of Directors filed by the Company on those dates. The Notice of Articles dated March 9, 2009 constitute the current Notice of Articles of the Company.
Set out below is a discussion of the principal changes effected by the adoption of the new Articles by the Company under the BCA, which took effect on January 31, 2006.
Borrowing Powers
Under the original Articles of Association, the Company could borrow money, issue bonds, debentures and other debt obligations and mortgage, charge, or give security on the undertaking, or on the whole or any part of the property and assets, of the Company (both present and future). Under the BCA, companies are also permitted, without restriction (other than general corporate governance principles), to guarantee repayment of money by any other person or the performance of any obligation of any other person. This change reflected the modernization of corporate legislation to effectively respond to increasingly complex financial transactions that companies may enter into in the course of their business. As a result, the Company's Articles now provide that the Company may guarantee the repayment of money by any other person or the performance of any obligation of any other person.
Share Certificates
Under the original Articles of Association, a shareholder was entitled to a share certificate representing the number of shares of the Company held. Under the BCA, a shareholder is entitled to a share certificate representing the number of shares of the Company held or a written acknowledgement of the
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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.
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.
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.
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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.
C. Material Contracts
Amarc's only material contract as of September 9, 2010 is:
| (a) |
Corporate Services Agreement between Amarc and Hunter Dickinson Services Inc. dated June 1, 2008. See Item 7B 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, other than as provided in the Investment Canada Act (Canada) ("Investment Act").
The following discussion summarizes the principal features of the Investment Act for a non-resident who proposes to acquire common shares of the Company. It is general only, it is not a substitute for independent legal advice from an investor's own advisor, and 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 or joint ventures (each an "entity"). Non-Canadians proposing to establish a new Canadian business or acquire control of an existing Canadian business must file either an application for review (before completing the investment) or a post-closing notification (within 30 days of implementation of the investment) to the Director of Investments, who is appointed by the Minister of Industry. Whether a post-closing notification or a full application for review will be required will depend on the type of Canadian business involved and the value of the business. If an investment is reviewable under the Investment Act, the Investment Act prohibits implementation of the investment unless the Minster of Industry is satisfied that the investment is likely to be of net benefit to Canada.
A non-Canadian would acquire control of the Company for the purposes of the Investment Act through the acquisition of common shares if the non-Canadian acquired a majority of the common shares of the Company. Further, the acquisition of less than a majority but one third or more of the common shares of the Company would be presumed to be an acquisition of control of the Company unless it could be established that, on the acquisition, the Company was not controlled in fact by the acquirer through the ownership of common shares.
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For a direct acquisition that would result in an acquisition of control of the Company, subject to the exception for "WTO-investors" that are controlled by persons who are resident in World Trade Organization ("WTO") member nations, a proposed investment would be reviewable where the value of the acquired assets is CAD $5 million or more, or if an order for review was made by the federal cabinet on the grounds that the investment related to Canada's cultural heritage or national identity, regardless of the value of the assets of the Company.
For a proposed indirect acquisition that would result in an acquisition of control of the Company through the acquisition of a non-Canadian parent entity, the investment would be reviewable where (a) the value of the Canadian assets acquired in the transaction is CAD $50 million or more, or (b) the value of the Canadian assets is greater than 50% of the value of all of the assets acquired in the transaction and the value of the Canadian assets is CAD $5 million or more.
In the case of a direct acquisition by or from a "WTO investor", the threshold is significantly higher, and is adjusted for inflation each year. The 2010 threshold is CAD$299 million. Other than the exception noted below, an indirect acquisition involving a WTO investor is not reviewable under the Investment Act.
The higher WTO threshold for direct investments and the exemption for indirect investments do not apply where the relevant Canadian business is carrying on the following businesses that have been deemed to be sensitive: (i) the production of uranium and the ownership of an interest in a producing uranium property in Canada; (ii) the provision of any "financial service"; (iii) the provision of any "transportation service"; or (iv) a "cultural business".
Certain transactions 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 on the Investment Act, 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
The following, in management's understanding, summarizes the material Canadian federal income tax consequences generally applicable to the holding and disposition of common shares by a holder (in this summary, a "U.S. Holder") who, (a) for the purposes of the Income Tax Act (Canada) (the "Tax Act"), is not resident in Canada, deals at arm's length with Amarc, 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) for the purposes of the Canada-United States Income Tax Convention, 1980 (the "Treaty"), is a resident solely of the United States, has never been a resident of Canada, and has not held or used (and does not hold or use) common shares in connection with a permanent establishment or fixed base in Canada. This summary does not apply to traders or dealers in securities, limited liability companies, tax-exempt entities, insurers, financial institutions (including those to which the mark-to-market provisions of the Tax Act apply), or any other U.S. Holder to which special considerations apply.
This summary is based on the current provisions of the Tax Act, including all regulations thereunder, the Treaty, all proposed amendments to the Tax Act, the regulations and the Treaty publicly announced by the Government of Canada to the date hereof, and the current administrative practices of the Canada Revenue Agency. It has been assumed that all currently proposed amendments will be enacted as proposed and that there will be no other relevant change in any governing law or administrative practice, although no assurances can be given in these respects. This summary does not take into account provincial, U.S., state or other foreign income tax law or practice. The tax consequences to any particular U.S. Holder will vary according to the status of that holder as an individual, trust, corporation, partnership or other entity, the jurisdictions in which that holder is subject to taxation, and generally according to that holder's particular circumstances. Accordingly, this summary is not, and is not to be construed as, Canadian tax advice to any particular U.S. Holder.
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Dividends
Dividends paid or deemed to be paid to a U.S. Holder by Amarc will be 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 amount of the dividend (or 5% if the U.S. Holder is a corporation and beneficially owns at least 10% of Amarc's voting shares). Amarc will be required to withhold the applicable withholding tax from any such dividend and remit it to the Canadian government for the U.S. Holder's account.
Disposition
A U.S. Holder is 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. A common share will be taxable Canadian property to a U.S. Holder if, at any time during the 60 months preceding the disposition, the U.S. Holder or persons with whom the U.S. Holder did not deal at arm's length alone or together owned, or had rights to acquire, 25% or more of Amarc's issued shares of any class or series.
A U.S. Holder whose common shares do constitute taxable Canadian property, and who might therefore be liable for Canadian income tax under the Tax Act, will generally be relieved from such liability under the Treaty unless the value of such shares at the time of disposition is derived principally from real property situated in Canada.
United States Tax Consequences
United States Federal Income Tax Consequences
The following is, in management's understanding, a discussion of material United States federal income tax consequences, under current law, generally applicable to a U.S. Holder (as hereinafter defined) of common shares of Amarc. This discussion does not address all potentially relevant federal income tax matters and it does not address consequences peculiar to persons subject to special provisions of federal income tax law, such as those described below as excluded from the definition of a U.S. Holder. In addition, this discussion does not cover any state, local or foreign tax consequences (see "Taxation –Canadian Federal Income Tax Consequences" above). Accordingly, holders and prospective holders of common shares of Amarc should consult their own tax advisors about the specific federal, state, local, and foreign tax consequences to them of purchasing, owning and disposing of common shares of Amarc, based upon their individual circumstances.
The following discussion is based upon the sections of the Internal Revenue Code of 1986, as amended (the "Code"), Treasury Regulations, published Internal Revenue Service ("IRS") rulings, published administrative positions of the IRS and court decisions that are currently applicable, any or all of which could be materially and adversely changed, possibly on a retroactive basis, at any time and which are subject to differing interpretations. This discussion does not consider the potential effects, both adverse and beneficial, of any proposed legislation which, if enacted, could be applied, possibly on a retroactive basis, at any time.
U.S. Holders
As used herein, a "U.S. Holder" means a holder of common shares of Amarc who is a citizen or individual resident of the United States, a corporation or partnership created or organized in or under the laws of the United States or of any political subdivision thereof, an entity created or organized in or under the laws of the United States or any political subdivision thereof which has elected to be treated as a corporation for United States income tax purposes (under Treasury Regulation section 301.7701 -3), an estate whose income is taxable in the United States irrespective of source or a trust subject to the primary supervision of a court within the United States and control of a United States fiduciary as described Section 7701(a)(30) of the Code. This summary does not address the tax consequences to, and U.S. Holder does not include, persons subject to specific provisions of federal income tax law, such as tax-exempt organizations, qualified retirement plans, individual retirement accounts and other tax-deferred accounts, financial institutions, insurance companies, real estate investment trusts, regulated investment companies, broker-dealers, non-resident alien individuals, persons or entities that have a "functional currency" other than the U.S. dollar, shareholders subject to the alternative minimum tax, shareholders who hold common shares as part of a straddle, hedging or conversion transaction, and shareholders who acquired their common shares through the exercise of employee stock options or otherwise as compensation for services. This summary is limited to U.S. Holders who own common shares as capital assets and who own (directly and indirectly, pursuant to applicable rules of constructive ownership) no more than 5% of the value of the total outstanding stock of Amarc. This summary does not address the consequences to a person or entity holding an interest in a shareholder or the consequences to a person of the ownership, exercise or disposition of any options, warrants or other rights to acquire common shares.
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In addition, this summary does not address special rules applicable to United States persons (as defined in Section 7701(a)(30) of the Code) holding common shares through a foreign partnership or to foreign persons holding common shares through a domestic partnership.
Distribution on Common Shares of Amarc
In general, U.S. Holders receiving dividend distributions (including constructive dividends) with respect to common shares of Amarc are required to include in gross income for United States federal income tax purposes the gross amount of such distributions, equal to the U.S. dollar value of such distributions on the date of receipt (based on the exchange rate on such date), to the extent that Amarc has current or accumulated earnings and profits, without reduction for any Canadian income tax withheld from such distributions. Such Canadian tax withheld may be credited, subject to certain limitations, against the U.S. Holder's federal income tax liability or, alternatively, may be deducted in computing the U.S. Holder's federal taxable income by those who itemize deductions. (See more detailed discussion at "Foreign Tax Credit" below). To the extent that distributions exceed current or accumulated earnings and profits of Amarc, they will be treated first as a return of capital up to the U.S. Holder's adjusted basis in the common shares and thereafter as gain from the sale or exchange of property. Preferential tax rates for long-term capital gains are applicable to a U.S. Holder which is an individual, estate or trust. There are currently no preferential tax rates for long-term capital gains for a U.S. Holder which is a corporation.
In the case of foreign currency received as a dividend that is not converted by the recipient into U.S. dollars on the date of receipt, a U.S. Holder will have a tax basis in the foreign currency equal to its U.S. dollar value on the date of receipt. Generally, any gain or loss recognized upon a subsequent sale or other disposition of the foreign currency, including the exchange for U.S. dollars, will be ordinary income or loss. However, an individual whose realized gain does not exceed $200 will not recognize that gain, provided that there are no expenses associated with the transaction that meet the requirements for deductibility as a trade or business expense (other than travel expenses in connection with a business trip) or as an expense for the production of income.
Dividends paid on the common shares of Amarc generally will not be eligible for the dividends received deduction provided to corporations receiving dividends from certain United States corporations. A U.S. Holder which is a corporation and which owns shares representing at least 10% of the voting power and value of Amarc may, under certain circumstances, be entitled to a 70% (or 80% if the U.S. Holder owns shares representing at least 20% of the voting power and value of Amarc) deduction of the United States source portion of dividends received from Amarc (unless Amarc qualifies as a "foreign personal holding company" or a "passive foreign investment company," as defined below). Amarc does not anticipate that it will earn any United States income, however, and therefore, does not anticipate that any U.S. Holder will be eligible for the dividends received deduction.
Under current Treasury Regulations, dividends paid on Amarc common shares, if any, generally will not be subject to information reporting and generally will not be subject to U.S. backup withholding tax. However, dividends and the proceeds from a sale of Amarc common shares paid in the U.S. through a U.S. or U.S. related paying agent (including a broker) will be subject to U.S. information reporting requirements and may also be subject to the 28% U.S. backup withholding tax, unless the paying agent is furnished with a duly completed and signed Form W-9. Any amounts withheld under the U.S. backup withholding tax rules will be allowed as a refund or a credit against the U.S. Holder's U.S. federal income tax liability, provided the required information is furnished to the IRS.
Foreign Tax Credit
A U.S. Holder who pays (or has withheld from distributions) Canadian income tax with respect to the ownership of common shares of Amarc may be entitled, at the option of the U.S. Holder, to either receive a deduction or a tax credit for such foreign tax paid or withheld. Generally, it will be more advantageous to claim a credit because a credit reduces United States federal income taxes on a dollar-for-dollar basis, while a deduction merely reduces the taxpayer's income subject to tax. This election is made on a year-by-year basis and generally applies to all foreign taxes paid by (or withheld from) the U.S. Holder during that year. There are significant and complex limitations which apply to the credit, among which is the general limitation that the credit cannot exceed the proportionate share of the U.S. Holder's United States income tax liability that the U.S. Holder's foreign source income bears to his or its worldwide taxable income. In the determination of the application of this limitation, the various items of income and deduction must be classified into foreign and domestic sources. Complex rules govern this classification process. In addition, this limitation is calculated separately with respect to two specific classes of income: "passive income, and "general income". Dividends distributed by Amarc will generally constitute "passive income" for these purposes. Prior to January 1, 2007, there were nine specific classes of income rather than the two stated here. The availability of the foreign tax credit and the application of the limitations on the credit are fact specific, and U.S. Holders of common shares of Amarc should consult their own tax advisors regarding their individual circumstances.
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Disposition of Common Shares of Amarc
In general, U.S. Holders will recognize gain or loss upon the sale of common shares of Amarc equal to the difference, if any, between (i) the amount of cash plus the fair market value of any property received, and (ii) the shareholder's tax basis in the common shares of Amarc. Preferential tax rates apply to long-term capital gains of U.S. Holders which are individuals, estates or trusts. In general, gain or loss on the sale of common shares of Amarc will be long-term capital gain or loss if the common shares are a capital asset in the hands of the U.S. Holder and are held for more than one year. Deductions for net capital losses are subject to significant limitations. For U.S. Holders which are not corporations, any unused portion of such net capital loss may be carried over to be used in later tax years until such net capital loss is thereby exhausted. For U.S. Holders that are corporations (other than corporations subject to Subchapter S of the Code), an unused net capital loss may be carried back three years and carried forward five years from the loss year to be offset against capital gains until such net capital loss is thereby exhausted.
Other Considerations
Set forth below are certain material exceptions to the above-described general rules describing the United States federal income tax consequences resulting from the holding and disposition of common shares:
Passive Foreign Investment Company
United States income tax law contains rules governing "passive foreign investment companies" ("PFIC") which can have significant tax effects on U.S. Holders of foreign corporations. These rules do not apply to non-U.S. Holders. Section 1297 of the Code defines a PFIC as a corporation that is not formed in the United States if, for any taxable year, either (i) 75% or more of its gross income is "passive income," which includes interest, dividends and certain rents and royalties or (ii) the average percentage, by fair market value (or, if the corporation is not publicly traded and either is a controlled foreign corporation or makes an election, by adjusted tax basis), of its assets that produce or are held for the production of "passive income" is 50% or more. In the event that Amarc qualifies as a PFIC for the fiscal year ending March 31, 2010, or in future fiscal years, each U.S. Holder of Amarc is urged to consult a tax advisor with respect to how the PFIC rules affect such U.S. Holder's tax situation.
Each U.S. Holder who holds stock in a foreign corporation during any year in which such corporation qualifies as a PFIC is subject to United States federal income taxation under one of three alternative tax regimes at the election of such U.S. Holder. The following is a discussion of such alternative tax regimes applied to such U.S. Holders of Amarc. In addition, special rules apply if a foreign corporation qualifies as both a PFIC and a "controlled foreign corporation" (as defined below) and a U.S. Holder owns, actually or constructively, 10% or more of the total combined voting power of all classes of stock entitled to vote of such foreign corporation (See more detailed discussion at "Controlled Foreign Corporation" below).
A U.S. Holder who elects to treat Amarc as a qualified electing fund ("QEF") will be subject, under Section 1293 of the Code, to current federal income tax for any taxable year to which the election applies in which Amarc qualifies as a PFIC on his pro rata share of Amarc's (i) "net capital gain" (the excess of net long-term capital gain over net short-term capital loss), which will be taxed as long-term capital gain, and (ii) "ordinary earnings" (the excess of earnings and profits over net capital gain), which will be taxed as ordinary income, in each case, for the shareholder's taxable year in which (or with which) Amarc's taxable year ends, regardless of whether such amounts are actually distributed. A U.S. Holder's tax basis in the common shares will be increased by any such amount that is included in income but not distributed.
The procedure a U.S. Holder must comply with in making an effective QEF election, and the consequences of such election, will depend on whether the year of the election is the first year in the U.S. Holder's holding period in which Amarc is a PFIC. If the U.S. Holder makes a QEF election in such first year, i.e., a "timely" QEF election, then the U.S. Holder may make the QEF election by simply filing the appropriate documents at the time the U.S. Holder files his tax return for such first year. If, however, Amarc qualified as a PFIC in a prior year during the U.S. Holder's holding period, then, in order to avoid the Section 1291 rules discussed below, in addition to filing documents, the U.S. Holder must elect to recognize under the rules of Section 1291 of the Code (discussed herein), (i) any gain that he would otherwise recognize if the U.S. Holder sold his stock on the qualification date or (ii) if Amarc is a controlled foreign corporation, the U.S. Holder's pro rata share of Amarc's post-1986 earnings and profits as of the qualification date. The qualification date is the first day of Amarc's first tax year in which Amarc qualified as a QEF with respect to such U.S. Holder. For purposes of this discussion, a U.S. Holder who makes (i) a timely QEF election, or (ii) an untimely QEF election and either of the above-described gain-recognition elections under Section 1291 is referred to herein as an "Electing U.S. Holder." A U.S. Holder who holds common shares at any time during a year of Amarc in which Amarc is a PFIC and who is not an Electing U.S. Holder (including a U.S. Holder who makes an untimely QEF election and makes neither of the above-described gain-recognition elections) is referred to herein as a
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"Non-Electing U.S. Holder". An Electing U.S. Holder (i) generally treats any gain realized on the disposition of his Amarc common shares as capital gain; and (ii) may either avoid interest charges resulting from PFIC status altogether, or make an annual election, subject to certain limitations, to defer payment of current taxes on his share of Amarc's annual realized net capital gain and ordinary earnings subject, however, to an interest charge. If the U.S. Holder is not a corporation, any interest charge imposed under the PFIC regime would be treated as "personal interest" that is not deductible.
In order for a U.S. Holder to make (or maintain) a valid QEF election, Amarc must provide certain information regarding its net capital gains and ordinary earnings and permit its books and records to be examined to verify such information. Amarc intends to make the necessary information available to U.S. Holders to permit them to make (and maintain) QEF elections with respect to Amarc. Amarc urges each U.S. Holder to consult a tax advisor regarding the availability of, and procedure for making, the QEF election.
A QEF election, once made with respect to Amarc, applies to the tax year for which it was made and to all subsequent tax years, unless the election is invalidated or terminated, or the IRS consents to revocation of the election. If a QEF election is made by a U.S. Holder and Amarc ceases to qualify as a PFIC in a subsequent tax year, the QEF election will remain in effect, although not applicable, during those tax years in which Amarc does not qualify as a PFIC. Therefore, if Amarc again qualifies as a PFIC in a subsequent tax year, the QEF election will be effective and the U.S. Holder will be subject to the rules described above for Electing U.S. Holders in such tax year and any subsequent tax years in which Amarc qualifies as a PFIC. In addition, the QEF election remains in effect, although not applicable, with respect to an Electing U.S. Holder even after such U.S. Holder disposes of all of his or its direct and indirect interest in the shares of Amarc. Therefore, if such U.S. Holder reacquires an interest in Amarc, that U.S. Holder will be subject to the rules described above for Electing U.S. Holders for each tax year in which Amarc qualifies as a PFIC.
In the case of a Non-Electing U.S. Holder, special taxation rules under Section 1291 of the Code will apply to (i) gains realized on the disposition (or deemed to be realized by reasons of a pledge) of his Amarc common shares and (ii) certain "excess distributions," as defined in Section 1291(b), by Amarc.
A Non-Electing U.S. Holder generally would be required to pro rate all gains realized on the disposition of his Amarc common shares and all excess distributions on his Amarc common shares over the entire holding period for the common shares. All gains or excess distributions allocated to prior years of the U.S. Holder (excluding any portion of the holder's period prior to the first day of the first year of Amarc (i) which began after December 31, 1986, and (ii) for which Amarc was a PFIC) would be taxed at the highest tax rate for each such prior year applicable to ordinary income. The Non-Electing U.S. Holder also would be liable for interest on the foregoing tax liability for each such prior year calculated as if such liability had been due with respect to each such prior year. A Non-Electing U.S. Holder that is not a corporation must treat this interest charge as "personal interest" which, as discussed above, is wholly non-deductible. The balance, if any, of the gain or the excess distribution will be treated as ordinary income in the year of the disposition or distribution, and no interest charge will be incurred with respect to such balance. In certain circumstances, the sum of the tax and the PFIC interest charge may exceed the amount of the excess distribution received, or the amount of proceeds of disposition realized, by the U.S. Holder.
If Amarc is a PFIC for any taxable year during which a Non-Electing U.S. Holder holds Amarc common shares, then Amarc will continue to be treated as a PFIC with respect to such Amarc common shares, even if it is no longer by definition a PFIC. A Non-Electing U.S. Holder may terminate this deemed PFIC status by electing to recognize gain (which will be taxed under the rules discussed above for Non-Electing U.S. Holders) as if such Amarc common shares had been sold on the last day of the last taxable year for which it was a PFIC.
Effective for tax years of U.S. Holders beginning after December 31, 1997, U.S. Holders who hold (actually or constructively) marketable stock of a foreign corporation that qualifies as a PFIC may elect to mark such stock to the market annually (a "mark-to-market election"). If such an election is made, such U.S. Holder will generally not be subject to the special taxation rules of Section 1291 discussed above. However, if the mark-to-market election is made by a Non-Electing U.S. Holder after the beginning of the holding period for the PFIC stock, then the Section 1291 rules will apply to certain dispositions of, distributions on and other amounts taxable with respect to Amarc common shares. A U.S. Holder who makes the mark-to market election will include in income for each taxable year as ordinary income for which the election is in effect an amount equal to the excess, if any, of the fair market value of the common shares of Amarc as of the close of such tax year over such U.S. Holder's adjusted basis in such common shares. In addition, the U.S. Holder is allowed a deduction for the lesser of (i) the excess, if any, of such U.S. Holder's adjusted tax basis in the common shares over the fair market value of such shares as of the close of the tax year, or (ii) the excess, if any, of (A) the mark-to-market gains for the common shares in Amarc included by such U.S. Holder for prior tax years, including any amount which would have been treated as a mark-to-market gain for any prior tax year but for the Section 1291 rules discussed above with respect to Non-Electing U.S. Holders, over (B) the mark-to-market losses for shares that were
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allowed as deductions for prior tax years. A U.S. Holder's adjusted tax basis in the common shares of Amarc will be adjusted to reflect the amount included in or deducted from income as a result of a mark-to-market election. A mark-to-market election applies to the taxable year in which the election is made and to each subsequent taxable year, unless Amarc common shares cease to be marketable, as specifically defined, or the IRS consents to revocation of the election. Because the IRS has not established procedures for making a mark-to-market election, U.S. Holders should consult their tax advisor regarding the manner of making such an election. No view is expressed regarding whether common shares of Amarc are marketable for these purposes or whether the election will be available.
Under Section 1291(f) of the Code, the IRS has issued Proposed Treasury Regulations that, subject to certain exceptions, would treat as taxable certain transfers of PFIC stock by Non-Electing U.S. Holders that are generally not otherwise taxed, such as gifts, exchanges pursuant to corporate reorganizations, and transfers at death. Generally, in such cases the basis of Amarc common shares in the hands of the transferee and the basis of any property received in the exchange for those common shares would be increased by the amount of gain recognized. Under the Proposed Treasury Regulations, an Electing U.S. Holder would not be taxed on certain transfers of PFIC stock, such as gifts, exchanges pursuant to corporate reorganizations, and transfers at death. The transferee's basis in this case will depend on the manner of the transfer. In the case of a transfer by an Electing U.S. Holder upon death, for example, the transferee's basis is generally equal to the fair market value of the Electing U.S. Holder's common shares as of the date of death under Section 1014 of the Code. The specific tax effect to the U.S. Holder and the transferee may vary based on the manner in which the common shares are transferred. Each U.S. Holder of Amarc is urged to consult a tax advisor with respect to how the PFIC rules affect his or its tax situation.
Whether or not a U.S. Holder makes a timely QEF election with respect to common shares of Amarc, certain adverse rules may apply in the event that both Amarc and any foreign corporation in which Amarc directly or indirectly holds shares is a PFIC (a "lower-tier PFIC"). Pursuant to certain Proposed Treasury Regulations, a U.S. Holder would be treated as owning his or its proportionate amount of any lower-tier PFIC shares, and generally would be subject to the PFIC rules with respect to such indirectly-held PFIC shares unless such U.S. Holder makes a timely QEF election with respect thereto. Amarc intends to make the necessary information available to U.S. Holders to permit them to make (and maintain) QEF elections with respect to each subsidiary of Amarc that is a PFIC.
Under the Proposed Treasury Regulations, a U.S. Holder who does not make a timely QEF election with respect to a lower-tier PFIC generally would be subject to tax (and the PFIC interest charge) on (i) any excess distribution deemed to have been received with respect to his or its lower-tier PFIC shares and (ii) any gain deemed to arise from a so-called "indirect disposition" of such shares. For this purpose, an indirect disposition of lower-tier PFIC shares would generally include (i) a disposition by Amarc (or an intermediate entity) of lower-tier PFIC shares, and (ii) any other transaction resulting in a dilution of the U.S. Holder's proportionate ownership of the lower-tier PFIC, including an issuance of additional common shares by Amarc (or an intermediate entity or the lower tier PFIC). Accordingly, each prospective U.S. Holder should be aware that he or it could be subject to tax even if such U.S. Holder receives no distributions from Amarc and does not dispose of its common shares.
Amarc strongly urges each prospective U.S. Holder to consult a tax advisor with respect to the adverse rules applicable, under the Proposed Treasury Regulations, to U.S. Holders of lower-tier PFIC shares.
Certain special, generally adverse, rules will apply with respect to Amarc common shares while Amarc is a PFIC unless the U.S. Holder makes a timely QEF election. For example under Section 1298(b)(6) of the Code, a U.S. Holder who uses PFIC stock as security for a loan (including a margin loan) will, except as may be provided in regulations, be treated as having made a taxable disposition of such shares.
Controlled Foreign Corporation
If more than 50% of the total combined voting power of all classes of shares entitled to vote or the total value of the shares of Amarc is owned, actually or constructively, by citizens or residents of the United States, United States domestic partnerships or corporation, or estates or trusts other than foreign estates or trusts (as defined by the Code Section 7701(a)(31)), each of which own, actually or constructively, 10% or more of the total combined voting power of all classes of shares entitled to vote of Amarc ("United States Shareholder"), Amarc could be treated as a controlled foreign corporation ("CFC") under Subpart F of the Code. This classification would affect many complex results, one of which is the inclusion of certain income of a CFC which is subject to current U.S. tax. The United States generally taxes United States Shareholders of a CFC currently on their pro rata shares of the Subpart F income of the CFC. Such United States Shareholders are generally treated as having received a current distribution out of the CFC's Subpart F income and are also subject to current U.S. tax on their pro rata shares of increases in the CFC's earnings invested in U.S. property. The foreign tax credit described above may reduce the U.S. tax on these amounts. In addition, under Section 1248 of the Code, gain from the sale or exchange of shares by
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a U.S. Holder of common shares of Amarc which is or was a United States Shareholder at any time during the five-year period ending on the date of the sale or exchange is treated as ordinary income to the extent of earnings and profits of Amarc attributable to the shares sold or exchanged. If a foreign corporation is both a PFIC and a CFC, the foreign corporation generally will not be treated as a PFIC with respect to United States Shareholders of the CFC. This rule generally will be effective for taxable years of United States Shareholders beginning after 1997 and for taxable years of foreign corporations ending with or within such taxable years of United States Shareholders. Special rules apply to United States Shareholders who are subject to the special taxation rules under Section 1291 discussed above with respect to a PFIC. Because of the complexity of Subpart F, a more detailed review of these rules is outside of the scope of this discussion. Amarc does not believe that it currently qualifies as a CFC. However, there can be no assurance that Amarc will not be considered a CFC for the current or any future taxable year.
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 1020 - 800 West Pender Street, Vancouver, British Columbia V6C 2V6 or on request of Amarc at 604-684-6365, attention: Shirley Main. 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 .
I. Subsidiary Information
Not applicable.
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ITEM 11 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
(a) Transaction Risk and Currency Risk Management
Amarc's operations do not employ financial instruments or derivatives which are market sensitive and Amarc does not have financial market risks.
(b) Exchange Rate Sensitivity
Amarc's administrative operations are in Canada. The Company typically holds most of its funds in Canadian dollars and typically acquires foreign currency on an as-needed basis and hence it is not significantly affected by exchange rate risk. The Company does however, from time to time, invest in US$ denominated short term investments. The Company is exposed to foreign currency exchange risk on such investments.
The Company currently does not engage in foreign currency hedging.
(c) Interest Rate Risk and Equity Price Risk
Amarc is equity financed and does not have any debt, other than routine accounts payable. As such, the Company is not subject to interest rate change risks.
(d) Commodity Price Risk
While the value of Amarc's resource properties can always be said to relate to the price of copper and gold metals and the outlook for same, Amarc does not have any operating mines and hence does not have any hedging or other commodity based operational risks respecting its business activities.
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ITEM 12 DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
Not applicable.
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ITEM 13 DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
Not applicable.
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ITEM 14 MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
Not applicable.
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ITEM 15 CONTROLS AND PROCEDURES
Internal Controls over Financial Reporting Procedures
The management of the Company is responsible for establishing and maintaining adequate internal controls over financial reporting. The Company's internal control system was designed to provide reasonable assurance to the Company's management and the board of directors regarding the preparation and fair presentation of published financial statements. Internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company and (3) 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. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
The Company's management, with the participation of the Chief Executive Officer and the Chief Financial Officer, has evaluated the effectiveness of internal control over financial reporting based on the framework and criteria established in Internal Control – Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management has concluded that internal control over financial reporting was effective as of March 31, 2010, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP.
There have been no changes in the Company's internal control over financial reporting during the period covered by this report that could have materially affected or are reasonably likely to materially affect the Company's internal control over financial reporting.
Disclosure Controls and Procedures
As of the end of the period covered by this report, our management carried out an evaluation, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 , as amended (the "Exchange Act")). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed in reports that we file or submit under the Exchange Act and to ensure that required information is gathered and communicated to the Company's management so that decisions can be made about timely disclosure of that information.
While our Chief Executive Officer and our Chief Financial Officer believe that our disclosure controls and procedures provide a reasonable level of assurance of effectiveness, they do not expect that our disclosure controls and procedures or internal control over financial reporting will prevent all errors and fraud. A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system will be met.
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ITEM 16 AUDIT COMMITTEE, CODE OF ETHICS, ACCOUNTANT FEES AND EXEMPTIONS
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ITEM 16A AUDIT COMMITTEE FINANCIAL EXPERT
A. Audit Committee Financial Expert
The members of the audit committee are Rene Carrier, Barry Coughlan and Robert Dickinson. The board of directors has determined that Mr. Carrier qualifies as a "financial expert" under the rules of the Securities and Exchange Commission, based on his education and experience. Mr. Carrier is independent, as the term is defined in section 803 of the NYSE Amex Company Guide.
Each audit committee member is able to read and understand fundamental financial statements.
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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; |
|
| (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 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: Suite 1020 - 800 West Pender Street, Vancouver, British Columbia V6C 2V6 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.
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ITEM 16C PRINCIPAL ACCOUNTANT FEES AND SERVICES
The following table discloses the aggregate fees billed for each of the last two fiscal years for professional services rendered by the Company's audit firm, De Visser Gray LLP for various services.
|
Services: |
Year ended
March 31, 2010 |
Year ended
March 31, 2009 |
| Audit Fees (1) | $ 25,000 (estimated) | $ 20,000 |
| Audit-Related Fees (2) | – | – |
| Tax Fees (3) | – | – |
| All Other Fees (4) | – | – |
| $ 25,000 (estimated) | $ 20,000 |
Notes:
-
"Audit Fees" include fees necessary to perform the annual audit and quarterly reviews of the Company's consolidated 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.
-
"Audit-Related Fees" include 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.
-
"Tax Fees" include fees billed for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning. The specific services received included a review of the annual corporate tax return for tax compliance, together with a review of the tax structure related to the Company's Chinese operations.
-
"All Other Fees" include fees billed for products and services provided by the principal accountant, other than the services reported in (1), (2) or (3) above.
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 year ended March 31, 2010.
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ITEM 16D EXEMPTIONS FROM LISTING STANDARDS FOR AUDIT COMMITTEES
Not applicable.
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ITEM 16E PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
In the year ended March 31, 2010, the Company did not purchase any of its issued and outstanding common shares pursuant to any repurchase program or otherwise.
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ITEM 16F CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
None.
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ITEM 16G CORPORATE GOVERNANCE
Not applicable.
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ITEM 17 FINANCIAL STATEMENTS
The following attached financial statements are incorporated herein:
| (1) |
Report of Independent Registered Public Accounting Firm on the consolidated balance sheets as at March 31, 2010 and 2009, and the consolidated statements of operations and comprehensive loss, shareholders' equity and cash flows for each of the years ended March 31, 2010, 2009 and 2008; |
| (2) |
Consolidated balance sheets as at March 31, 2010, and 2009; |
| (3) |
Consolidated statements of operations and comprehensive loss for each of the years ended March 31, 2010, 2009 and 2008; |
| (4) |
Consolidated statements of shareholders' equity for each of the years ended March 31, 2010, 2009 and 2008; |
| (5) |
Consolidated statements of cash flows for each of the years ended March 31, 2010, 2009 and 2008; and |
| (6) |
Notes to the consolidated financial statements mentioned above. |
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ITEM 18 FINANCIAL STATEMENTS
Not applicable. See Item 17 .
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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 |
| 4.1 | Amended Share Option Plan of Amarc Resources Ltd. dated for reference September 21, 2004 (1) |
| 11.1 | Code of Ethics (1) |
| 4.5 | Corporate Services Agreement between Amarc Resources Ltd. and Hunter Dickinson Services Inc. dated June 1, 2008 |
| (1) |
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. |
The following exhibits are included with this Annual Report on Form 20-F:
| Exhibit | Description of Exhibit |
| Number |
|
|
|
|
| 1.2 | |
|
|
|
| 12.1 | |
|
|
|
| 12.2 | |
|
|
|
| 13.1 | |
|
|
|
| 13.2 | |
|
|
|
| 99.1 |
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SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.
AMARC RESOURCES LTD.
/s/ Paul Mann
PAUL MANN, CA
Chief Financial Officer
DATED: September 22, 2010
