Amarc Announces $2.77 Million in Equity Financings

VANCOUVER, BC / ACCESSWIRE / November 23, 2023 / Amarc Resources Ltd. (TSXV:AHR)(OTCQB:AXREF) ("Amarc" or the "Company") is pleased to announce that it has entered into two concurrent agreements intends to raise aggregate proceeds of $2.77 million in new common share ("Share(s)") equity. Under the proposed terms of one agreement, Amarc will issue 15,384,615 Flow-Through ("FT") Shares at a price of $0.13 each, totaling $2,000,000, to a group of investors who are expected to donate all or a portion of their FT Shares to a registered charity in Canada, and to sell the remainder of the FT Shares to an end-buyer along with the charity. Under the second agreement, Amarc has agreed to privately place with one investor, The Sutton Group Inc. ("Sutton"), 9,615,385 non-flow-through equity units at $0.08 each ("Units") for aggregate proceeds of $769,231. Each Unit consists of one common share ("Share") and one-half of a share purchase warrant exercisable for five years at $0.08 per Share. The warrants are subject to a blocker term that prohibits exercise of the warrants to the extent the holder would as a result of any exercise exceed 19.99% of then issued Shares. Sutton has also agreed to purchase, as end-buyer, the 15,384,615 FT Shares. The FT Share issuance, Unit issuance and FT Share resale transactions are expected complete in close sequencing.

Prior to these transactions, Sutton holds 15,423,101 Shares or 8.3% of issued Amarc Shares. As a result of the transactions, Sutton will acquire an aggregate of 25,000,000 additional Amarc Shares plus 4,807,693 warrants, and its aggregate 40,423,101 Shares will represent 19.1% of Amarc's then issued 211,702,894 Shares. If Sutton exercises its 4,807,693 Warrants when Amarc's 13,176,470 other dilutive securities have not been exercised, Sutton's maximum Share ownership of 45,230,794 would, but for the blocker, constitute 20.9% of Amarc's 216,510,588 fully diluted issued and outstanding Shares but as noted above, Sutton will be restricted to 19.99% at any one time. Sutton will file an early warning report on sedarplus.ca concurrently with completion of the transactions.

The FT Shares and Units will be offered exempt from prospectus and registration requirements on a private placement basis. The FT Shares and Units will not be offered in, nor registered, in the United States, nor offered to any U.S. Person. All these securities will be subject to a four-month hold period in Canada with Sutton assuming the hold period for the resold FT Shares. No commissions will be paid by Amarc in connection with these interrelated financings.