800 West Pender Street, Suite 1020
Vancouver, British Columbia
Canada V6C 2V6
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under cover Form 20-F or Form 40-F.
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
By: /s/ Jeffrey R. Mason
Director and Chief Financial Officer
Date: January 29, 2004
* Print the name and title of the signing officer under his signature.
---------------
Amarc Resources Ltd.
1020 -800 W Pender Street
Vancouver BC Canada
V6C 2V6 Canada
Tel 604 684 - 6365
Fax 604 684 - 8092
Toll Free 1 800 667 - 2114
www.hdgold.com
AMARC ARRANGES $1.5 MILLION FINANCING
January
29, 2004, Vancouver, BC - Ronald W. Thiessen, President and CEO of
Amarc Resources Ltd. (TSX Venture:AHR) announces that Amarc has reached agreements
in principle to privately place 2,000,000 units in its capital at a price
of $0.75 for gross proceeds of $1.5 million to a number of accredited investors.
Each unit will consist of one common share and a share purchase warrant exercisable
to purchase an additional common share at a price of $0.85 for a one year
period from completion of the financing which is planned to occur in early
February. Proceeds from the placement will be used to fund a proposed $2.1
million investment in American Bullion Minerals Ltd., investigation of other
properties, general corporate and working capital purposes. The offering is
subject to execution of definitive agreements and TSX Venture Exchange acceptance
which is expected in the ordinary course. The common shares in the units and
the shares issuable on exercise of the warrants will be subject to a four
month resale restricted period. Finders' fees payable in amounts permitted
by TSX Venture Exchange guidelines will be payable on the placement.
Amarc has made an offer to the court appointed receiver of American Bullion
Minerals Ltd. to fund a $1.525 million loan and a $600,000 equity investment
in American Bullion in order to refinance that company which is a former Toronto
Stock Exchange listed issuer which encountered financial difficulties and
is entangled in certain legal disputes. The equity investment would result
in a 25% ownership interest in American Bullion by Amarc (40% fully diluted).
Amarc plans to assist American Bullion in resolving its legal difficulties
and in seeking a re-listing on a recognized stock exchange. American Bullion
holds a minimum 30% carried interest in a joint venture developing one of
British Columbia's larger copper/gold resources, the Red Chris deposit.
Approval of Amarc's offer to American Bullion is subject to Court and
regulatory approval.
The common share purchase warrants are subject to an accelerated expiry if,
at any time following the expiration of the four-month hold period, the published
closing trade price of the Common Shares on the TSX Exchange is greater than
or equal to $1.50 for any 10 consecutive trading days, in which event the
Holder will be given notice that the Warrants will expire 45 days following
the date of such notice. The common share purchase warrants may be exercised
by the holder during the 45 day period between the notice and the expiration
of the common share purchase warrants.
ON BEHALF OF THE BOARD OF DIRECTORS
/s/ Ronald W. Thiessen
Ronald W. Thiessen
President & CEO
These materials are not an offer of securities for sale in
the United States. The securities offered have not been, and will not be,
registered under the Securities Act of 1933 and may not be offered or sold
in the United States absent such registration or an exemption from registration.
This release includes certain statements that may be deemed
"forward-looking statements". All statements in this release, other
than statements of historical facts, that address future production, reserve
potential, exploration drilling, exploitation activities and events or developments
that the Company expects are forward-looking statements. Although the Company
believes the expectations expressed in such forward-looking statements are
based on reasonable assumptions, such statements are not guarantees of future
performance and actual results or developments may differ materially from
those in the forward-looking statements. Factors that could cause actual results
to differ materially from those in forward-looking statements include market
prices, exploitation and exploration successes, continued availability of
capital and financing, and general economic, market or business conditions.
Investors are cautioned that any such statements are not guarantees of future
performance and that actual results or developments may differ materially
from those projected in the forward-looking statements. For more information
on the Company, Investors should review the Company's annual Form 20-F
filing with the United States Securities Commission.