Edgar Filing: Palmedo Peter F.

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â SUN VALLEY GOLD LLC

2. Date of Event Requiring Statement (Month/Day/Year)
03/06/2012

3. Issuer Name and Ticker or Trading Symbol
AMARC RESOURCES LTD [AHR]

(Last)

(First)

(Middle)

620 SUN VALLEY ROAD,Â P.O. BOX 2759

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

SUN VALLEY,Â IDÂ 83353

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock ⁽¹⁾	14,615,384	I	See Footnote ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Stock Warrants ⁽¹⁾	Â ⁽⁴⁾	09/06/2013	Common Stock	5,000,000	$ 0.6 ⁽³⁾	I	See Footnote ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SUN VALLEY GOLD LLC 620 SUN VALLEY ROAD P.O. BOX 2759 SUN VALLEY,Â IDÂ 83353	Â	Â X	Â	Â
Palmedo Peter F. 620 SUN VALLEY ROAD P.O. BOX 2759 SUN VALLEY,Â IDÂ 83353	Â	Â X	Â	Â
SUN VALLEY GOLD MASTER FUND, LTD C/O GOLDMAN SACHS (CAYMAN) TRUST LTD 45 MARKET STREET, GEORGE TOWN GRAND CAYMAN,Â E9Â KY1-1103	Â	Â X	Â	Â
Palmedo Holdings LLLP 620 SUN VALLEY ROAD P.O. BOX 2759 SUN VALLEY,Â IDÂ 83353	Â	Â X	Â	Â

Signatures

Sun Valley Gold LLC (+), By: /s/ Peter F. Palmedo, Peter F. Palmedo, Managing Member		03/16/2012
^**Signature of Reporting Person		Date
/s/ Peter F. Palmedo (+)		03/16/2012
^**Signature of Reporting Person		Date
Sun Valley Gold Master Fund, Ltd., By: /s/ Peter F. Palmedo, Peter F. Palmedo, Director		03/16/2012
^**Signature of Reporting Person		Date
Palmedo Holdings LLLP (+), By: /s/ Peter F. Palmedo, Peter F. Palmedo, General Partner		03/16/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	A portion of the reported securities are included within 10,000,000 AHR Units purchased by the reporting person for C$0.45 per Unit. Each Unit consists of one share of common stock and a half warrant for a total of 10,000,000 shares and 5,000,000 warrants to purchase 5,000,000 shares.
(2)	These securities are directly held by Sun Valley Gold Master Fund, Ltd. for which Sun Valley Gold LLC services as investment manager. Peter F. Palmedo and Palmedo Holdings LLLP ("Holdings") are managing members of Sun Valley Gold LLC ("SVG"). SVG, Mr. Palmedo and Holdings may be deemed to beneficially own the securities held by Sun Valley Gold Master Fund, Ltd., by virtue of SVG's position as investment manager of Sun Valley Gold Master Fund, Ltd. and Mr. Palmedo's and Holdings's status as managing members of SVG. The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such reporting person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"), or for any other purpose. The Reporting Persons affirmatively disclaim being a "group" for purposes of Section 16.
(3)	Exercise price is in Canadian Dollars.
(4)	The Common Stock Warrants are exercisable at any time on or before the expiration date.
Â Remarks: +Â EachÂ ofÂ theÂ ReportingÂ PersonsÂ andÂ theÂ jointÂ filersÂ (individually,Â eachÂ aÂ "ReportingÂ Person"Â andÂ collectively,Â theÂ "ReportingÂ Persons")Â disclaimsÂ beneficialÂ ownershipÂ ofÂ theÂ reportedÂ securitiesÂ exceptÂ toÂ theÂ extentÂ ofÂ hisÂ orÂ itsÂ pecuniaryÂ interestÂ therein.Â TheÂ ReportingÂ PersonsÂ affirmativelyÂ disclaimÂ beingÂ aÂ "group"Â forÂ purposesÂ ofÂ SectionÂ 16Â ofÂ theÂ SecuritiesÂ ExchangeÂ ActÂ ofÂ 1934,Â asÂ amended.

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