---



CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDEDMARCH 31, 2009, 2008 and 2007

(Expressed in Canadian Dollars, unless otherwise stated)

---

**D E  V I S S E R   G R A Y  L L P****CHARTERED ACCOUNTANTS**

401 - 905 West Pender Street
  Vancouver, BC Canada 
  V6C 1L6

Tel: (604) 687-5447
  Fax: (604) 687-6737

**AUDITORS'  REPORT**

To  the Shareholders of Amarc Resources Ltd.

We  have audited the balance sheets of Amarc Resources Ltd. as at March 31, 2009  and 2008 and the statements of operations and comprehensive loss, shareholders’  equity and cash flows for each of the years in the three year period ended March  31, 2009.  These financial statements are  the responsibility of the Company's management.   Our responsibility is to express an opinion on these financial  statements based on our audits.

We  conducted our audits in accordance with generally accepted auditing standards  (“GAAS”) in Canada and the  standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”).  Those standards require that we plan and  perform an audit to obtain reasonable assurance whether the financial  statements are free of material misstatement.   An audit includes examining, on a test basis, evidence supporting the  amounts and disclosures in the financial statements.  An audit also includes assessing the  accounting principles used and significant estimates made by management, as well  as evaluating the overall financial statement presentation.

In  our opinion, these financial statements present fairly, in all material  respects, the financial position of the Company as at March 31, 2009 and 2008  and the results of its operations and cash flows for each of the years in the  three year period ended March 31, 2009 in accordance with Canadian generally  accepted accounting principles.

“De Vissser Gray LLP”

**CHARTERED  ACCOUNTANTS**

Vancouver, British    Columbia 
July  23, 2009

---

|AMARC RESOURCES LTD.           
|-------------------------------
|Consolidated Balance Sheets    
|(Expressed in Canadian Dollars)

|                                               |   | March
      31 |   |   | March
      31 |  
|---------------------------------------------- | - | -------------- | - | - | -------------- | -
|                                               |   | 2009           |   |   | 2008           |  
|ASSETS                                         |   |                |   |   |                |  
|                                               |   |                |   |   |                |  
|Current assets                                 |   |                |   |   |                |  
|Cash and cash equivalents                      | $ | 2,971,352      |   | $ | 7,713,995      |  
|Amounts receivable and prepaid expenses        |   | 266,454        |   |   | 249,252        |  
|Balance due from related parties (note 8)      |   | 134,815        |   |   |               |  
|                                               |   | 3,372,621      |   |   | 7,963,247      |  
|                                               |   |                |   |   |                |  
|Equipment (note 5)                             |   | 54,091         |   |   | 20,369         |  
|Mineral property interests (note 6)            |   | 4              |   |   | 4              |  
|                                               |   |                |   |   |                |  
|                                               | $ | 3,426,716      |   | $ | 7,983,620      |  
|                                               |   |                |   |   |                |  
|                                               |   |                |   |   |                |  
|LIABILITIES AND SHAREHOLDERS' EQUITY           |   |                |   |   |                |  
|                                               |   |                |   |   |                |  
|Current liabilities                            |   |                |   |   |                |  
|Accounts payable and accrued
      liabilities | $ | 33,339         |   | $ | 44,377         |  
|Balance due to a related party (note 8)        |   |               |   |   | 180,767        |  
|                                               |   | 33,339         |   |   | 225,144        |  
|                                               |   |                |   |   |                |  
|Shareholders' equity                           |   |                |   |   |                |  
|Share capital (note 7)                         |   | 31,247,065     |   |   | 30,747,065     |  
|Contributed surplus (note
      7(e))          |   | 1,713,992      |   |   | 1,469,931      |  
|Deficit                                        |   | (29,567,680    | ) |   | (24,458,520    | )
|                                               |   | 3,393,377      |   |   | 7,758,476      |  
|Nature and continuance of operations (note 1)  |   |                |   |   |                |  
|Commitments (note 7(b))                        |   |                |   |   |                |  
|Subsequent events
      (note 6(a)(i))         |   |                |   |   |                |  
|                                               |   |                |   |   |                |  
|                                               | $ | 3,426,716      |   | $ | 7,983,620      |  

The accompanying notes are an integral part of these
consolidated financial statements.

Approved by the Board of Directors

|/s/ Robert A. Dickinson | /s/ Rene G. Carrier
|----------------------- | -------------------
|                        |                    
|Robert A. Dickinson     | Rene G. Carrier    
|Director                | Director           

---

|AMARC RESOURCES LTD.                                              
|------------------------------------------------------------------
|Consolidated Statements of Operations and Comprehensive
      Loss
|(Expressed in Canadian Dollars)                                   

|                                                 |   | Years ended March 31 |  
|------------------------------------------------ | - | -------------------- | -
|                                                 |   | 2009                 |  
|                                                 |   |                      |  
|Expenses                                         |   |                      |  
|Amortization                                     | $ | 21,704               |  
|Exploration (schedule)                           |   | 4,619,185            |  
|Legal, accounting, and audit                     |   | 37,120               |  
|Management and consulting                        |   | 58,464               |  
|Office and administration                        |   | 178,078              |  
|Salaries and benefits                            |   | 208,906              |  
|Shareholder communication                        |   | 122,932              |  
|Stock-based compensation (note 7(c))             |   | 244,061              |  
|Travel and conference                            |   | 53,960               |  
|Trust and filing                                 |   | 25,915               |  
|                                                 |   | 5,570,325            |  
|                                                 |   |                      |  
|Other items                                      |   |                      |  
|Foreign exchange (gain) loss                     |   | (218,818             | )
|Gain on sale of marketable securities            |   |                     |  
|(Gain) loss on disposal of fixed assets          |   | (14,007              | )
|Interest and other income                        |   | (309,149             | )
|Tax related to flow-through financing            |   | 80,809               |  
|Write down of mineral property interest (note 6) |   |                     |  
|                                                 |   | (461,165             | )
|                                                 |   |                      |  
|Loss and
      comprehensive loss for the year   | $ | (5,109,160           | )
|                                                 |   |                      |  
|                                                 |   |                      |  
|                                                 |   |                      |  
|Basic and
      diluted loss per share           | $ | (0.07                | )
|                                                 |   |                      |  
|Weighted average number                          |   |                      |  
|of common shares
      outstanding               |   | 68,465,500           |  

The accompanying notes are an integral part of these
consolidated financial statements.

---

|AMARC RESOURCES LTD.                           
|-----------------------------------------------
|Consolidated Statements of Shareholders'
Equity
|(Expressed in Canadian Dollars)                

|                                                                           |  | Year ended       |  |   | Year ended     |   |  | Year ended       | 
|-------------------------------------------------------------------------- |  | ---------------- |  | - | -------------- | - |  | ---------------- | 
|                                                                           |  | March 31, 2009   |  |   | March 31, 2008 |   |  | March 31, 2007   | 
|                                                                           |  |                  |  |   |                |   |  |                  | 
|                                                                           |  |                  |  |   |                |   |  |                  | 
|Share capital                                                              |  | Number of shares |  |   |                |   |  | Number of shares | 
|Balance at beginning of the year                                           |  | 67,739,473       |  | $ | 30,747,065     |   |  | 62,949,473       | 
|Exercise of share purchase warrants at
      $0.55 per share               |  |                 |  |   |               |   |  | 4,790,000        | 
|Fair value of warrants
      allocated to shares issued on exercise        |  |                 |  |   |               |   |  |                 | 
|Fair value of warrants issued                                              |  |                 |  |   |               |   |  |                 | 
|Private placement at
      $0.10 per share, net of issue costs (note 7(b)) |  | 5,000,000        |  |   | 500,000        |   |  |                 | 
|Private placement at $0.50 per share, net of issue costs                   |  |                 |  |   |               |   |  |                 | 
|Balance at end of the year                                                 |  | 72,739,473       |  | $ | 31,247,065     |   |  | 67,739,473       | 
|                                                                           |  |                  |  |   |                |   |  |                  | 
|Contributed surplus                                                        |  |                  |  |   |                |   |  |                  | 
|Balance at beginning of the year                                           |  |                  |  | $ | 1,469,931      |   |  |                  | 
|Fair value of warrants
      allocated to shares issued on exercise        |  |                  |  |   |               |   |  |                  | 
|Fair value of warrants issued                                              |  |                  |  |   |               |   |  |                  | 
|Stock-based compensation                                                   |  |                  |  |   | 244,061        |   |  |                  | 
|Balance at
      end of the year                                           |  |                  |  | $ | 1,713,992      |   |  |                  | 
|                                                                           |  |                  |  |   |                |   |  |                  | 
|Deficit                                                                    |  |                  |  |   |                |   |  |                  | 
|Balance at beginning of the year                                           |  |                  |  | $ | (24,458,520    | ) |  |                  | 
|Loss for the year                                                          |  |                  |  |   | (5,109,160     | ) |  |                  | 
|Balance at end of the year                                                 |  |                  |  | $ | (29,567,680    | ) |  |                  | 
|                                                                           |  |                  |  |   |                |   |  |                  | 
|TOTAL SHAREHOLDERS' EQUITY                                                 |  |                  |  | $ | 3,393,377      |   |  |                  | 

The accompanying notes are an integral part of these
consolidated financial statements.

---

|AMARC RESOURCES LTD.                 
|-------------------------------------
|Consolidated Statements of Cash Flows
|(Expressed in Canadian Dollars)      

|                                                                                              |   | Years ended March 31 |  
|--------------------------------------------------------------------------------------------- | - | -------------------- | -
|Cash provided
      by (used in)                                                              |   | 2009                 |  
|                                                                                              |   |                      |  
|Operating activities                                                                          |   |                      |  
|Loss for the year                                                                             | $ | (5,109,160           | )
|Items not involving cash:                                                                     |   |                      |  
|Amortization                                                                                  |   | 21,704               |  
|Gain on sale of marketable
      securities                                                   |   |                     |  
|(Gain) loss on
      disposal of equipment                                                    |   | (14,007              | )
|Non-cash interest income                                                                      |   |                     |  
|Stock-based
      compensation (note 7(c))                                                    |   | 244,061              |  
|Write down of mineral property
      interest                                                 |   |                     |  
|Changes in non-cash working
      capital items:                                              |   |                      |  
|Amounts receivable and prepaids                                                               |   | (17,204              | )
|Balances
      receivable from and payable to related parties                                 |   | (282,902             | )
|Accounts payable and accrued liabilities                                                      |   | (11,038              | )
|Cash used for operating activities                                                            |   | (5,168,546           | )
|                                                                                              |   |                      |  
|Investing activities                                                                          |   |                      |  
|Proceeds from sale of equipment                                                               |   |                     |  
|Proceeds from sale of
      marketable securities                                             |   |                     |  
|Purchase of equipment                                                                         |   | (74,097              | )
|Loan to a related party                                                                       |   |                     |  
|Net cash provided
      by (used for) investing activities                                    |   | (74,097              | )
|                                                                                              |   |                      |  
|Financing activities                                                                          |   |                      |  
|Issuance of share capital, net of costs (
      note 7(d))                                    |   | 500,000              |  
|Net cash provided
      by financing activities                                               |   | 500,000              |  
|                                                                                              |   |                      |  
|                                                                                              |   |                      |  
|Increase (decrease) in cash and cash
      equivalents                                        |   | (4,742,643           | )
|Cash and cash
      equivalents, beginning of year                                            |   | 7,713,995            |  
|                                                                                              |   |                      |  
|Cash and cash
      equivalents, end of year                                                  | $ | 2,971,352            |  
|                                                                                              |   |                      |  
|Components of cash and cash equivalents are as
      follows:                                 |   |                      |  
|Cash                                                                                          | $ | 338,242              |  
|Treasury Bills                                                                                |   | 2,527,211            |  
|Bankers Acceptances                                                                           |   | 105,899              |  
|Commercial Paper                                                                              |   |                     |  
|Cash and cash equivalents, end of year                                                        | $ | 2,971,352            |  
|                                                                                              |   |                      |  
|The accompanying notes are an
      integral part of these consolidated financial statements. |   |                      |  
|                                                                                              |   |                      |  
|Supplementary cash flow
      information:                                                    |   |                      |  
|                                                                                              |   |                      |  
|Interest paid                                                                                 | $ |                     |  
|Taxes paid                                                                                    | $ |                     |  
|Interest received                                                                             | $ | 309,149              |  
|                                                                                              |   |                      |  
|Non cash financing and investing
      activities:                                            |   |                      |  
|Common shares received from Rockwell Diamonds Inc.
      (note 8(b))                          | $ |                     |  
|Fair value of share warrants issued
      on private placement charged                        |   |                      |  
|to share capital                                                                              | $ |                     |  
|Fair value of share warrants
      transferred to share capital on warrants                   |   |                      |  
|exercised from contributed surplus                                                            | $ |                     |  

---

|AMARC RESOURCES LTD.                          
|----------------------------------------------
|Consolidated Schedules of Exploration Expenses
|(Expressed in Canadian Dollars)               

|                                                             |   | Sitlika
      program |  |   | Generative       |  |   | Other (including |   |   |            |  
|------------------------------------------------------------ | - | --------------------- |  | - | ---------------- |  | - | ---------------- | - | - | ---------- | -
|                                                             |   | British Columbia      |  |   | British Columbia |  |   | METC-BC)         |   |   | Total      |  
|                                                             |   |                       |  |   |                  |  |   |                  |   |   |            |  
|Exploration expenses for the year ended March 31,
      2009 |   |                       |  |   |                  |  |   |                  |   |   |            |  
|Assays and analysis                                          | $ | 462,881               |  | $ | 24,415           |  | $ | 109,053          |   | $ | 596,349    |  
|Drilling                                                     |   | 806,590               |  |   |                 |  |   |                 |   |   | 806,590    |  
|Engineering                                                  |   | 370,280               |  |   | 500              |  |   |                 |   |   | 370,780    |  
|Environmental                                                |   | 14,847                |  |   |                 |  |   | 628              |   |   | 15,475     |  
|Equipment rental                                             |   | 69,988                |  |   | 35,953           |  |   | 13,203           |   |   | 119,144    |  
|Freight                                                      |   | 3,993                 |  |   |                 |  |   | 2,675            |   |   | 6,668      |  
|Geological                                                   |   | 1,492,376             |  |   | 549,721          |  |   | 493,899          |   |   | 2,535,996  |  
|Graphics                                                     |   | 6,004                 |  |   | 10,008           |  |   | 2,845            |   |   | 18,857     |  
|Helicopter                                                   |   | 582,325               |  |   |                 |  |   | 18,170           |   |   | 600,495    |  
|Mineral Exploration Tax Credit
      (METC-BC)               |   |                      |  |   |                 |  |   | (1,435,072       | ) |   | (1,435,072 | )
|Property fees and
      assessments                          |   | 41,435                |  |   | 12,361           |  |   | 19,059           |   |   | 72,855     |  
|Property option payments                                     |   | 50,000                |  |   |                 |  |   | 10,000           |   |   | 60,000     |  
|Site activities                                              |   | 353,582               |  |   | 40,378           |  |   | 95,714           |   |   | 489,674    |  
|Socioeconomic                                                |   | 835                   |  |   | 1,895            |  |   |                 |   |   | 2,730      |  
|Travel and accommodation                                     |   | 317,731               |  |   | 7,039            |  |   | 33,874           |   |   | 358,644    |  
|Incurred during fiscal 2008                                  |   | 4,572,867             |  |   | 682,270          |  |   | (635,952         | ) |   | 4,619,185  |  
|Cumulative expenditures, March 31, 2008                      |   | 2,224,904             |  |   | 2,782,485        |  |   | 12,442,185       |   |   | 17,449,574 |  
|Cumulative
      expenditures, March 31, 2009                | $ | 6,797,771             |  | $ | 3,464,755        |  | $ | 11,806,233       |   | $ | 22,068,759 |  
|                                                             |   |                       |  |   |                  |  |   |                  |   |   |            |  
|Exploration expenses for the year ended March 31,
      2008 |   |                       |  |   |                  |  |   |                  |   |   |            |  
|Assays and analysis                                          | $ | 223,521               |  | $ | 23,113           |  | $ | 36,647           |   | $ | 283,281    |  
|Engineering                                                  |   | 7,581                 |  |   |                 |  |   |                 |   |   | 7,581      |  
|Equipment rental                                             |   | 56,066                |  |   | 11,993           |  |   | 15,874           |   |   | 83,933     |  
|Freight                                                      |   | 16,732                |  |   |                 |  |   | 1,850            |   |   | 18,582     |  
|Geological                                                   |   | 982,004               |  |   | 296,571          |  |   | 442,918          |   |   | 1,721,493  |  
|Graphics                                                     |   | 10,728                |  |   | 3,218            |  |   | 7,182            |   |   | 21,128     |  
|Helicopter                                                   |   | 380,857               |  |   |                 |  |   | 11,020           |   |   | 391,877    |  
|Property fees and assessments                                |   | 51,393                |  |   | 2,528            |  |   | 13,568           |   |   | 67,489     |  
|Property option
      payments                               |   | 50,000                |  |   |                 |  |   | 10,000           |   |   | 60,000     |  
|Site activities                                              |   | 295,404               |  |   | 23,997           |  |   | 53,090           |   |   | 372,491    |  
|Travel and accommodation                                     |   | 30,441                |  |   | 2,844            |  |   | 5,799            |   |   | 39,084     |  
|Incurred during fiscal 2008                                  |   | 2,104,727             |  |   | 364,264          |  |   | 597,948          |   |   | 3,066,939  |  
|Cumulative expenditures, March 31, 2007                      |   | 120,177               |  |   | 2,418,221        |  |   | 11,844,237       |   |   | 14,382,635 |  
|Cumulative
      expenditures, March 31, 2008                | $ | 2,224,904             |  | $ | 2,782,485        |  | $ | 12,442,185       |   | $ | 17,449,574 |  
|                                                             |   |                       |  |   |                  |  |   |                  |   |   |            |  
|Exploration expenses for the year ended March 31,
      2007 |   |                       |  |   |                  |  |   |                  |   |   |            |  
|Assays and analysis                                          | $ | 18,632                |  | $ | 104,094          |  | $ | 39,703           |   | $ | 162,429    |  
|Equipment rental                                             |   |                      |  |   | 11,022           |  |   | 14,673           |   |   | 25,695     |  
|Freight                                                      |   | 206                   |  |   | 221              |  |   | 1,695            |   |   | 2,122      |  
|Geological                                                   |   | 55,727                |  |   | 351,613          |  |   | 228,530          |   |   | 635,870    |  
|Graphics                                                     |   | 840                   |  |   | 3,906            |  |   | 5,016            |   |   | 9,762      |  
|Helicopter                                                   |   | 13,017                |  |   | 29,341           |  |   |                 |   |   | 42,358     |  
|Property fees and
      assessments                          |   | 1,510                 |  |   | 703              |  |   | 16,618           |   |   | 18,831     |  
|Property option payments                                     |   | 25,000                |  |   |                 |  |   |                 |   |   | 25,000     |  
|Site activities                                              |   | 1,508                 |  |   | 52,555           |  |   | 10,234           |   |   | 64,297     |  
|Travel and accommodation                                     |   | 3,737                 |  |   | 17,284           |  |   | 25,675           |   |   | 46,696     |  
|Incurred during fiscal 2007                                  |   | 120,177               |  |   | 570,739          |  |   | 342,144          |   |   | 1,033,060  |  
|Cumulative
      expenditures, March 31, 2006                |   |                      |  |   | 1,847,482        |  |   | 11,502,093       |   |   | 13,349,575 |  
|Cumulative expenditures, March 31, 2007                      | $ | 120,177               |  | $ | 2,418,221        |  | $ | 11,844,237       |   | $ | 14,382,635 |  

The accompanying notes are an integral part of these
consolidated financial statements.

---

|AMARC RESOURCES LTD.                                          
|--------------------------------------------------------------
|Notes to the Consolidated Financial Statements                
|Years ended March 31, 2009, 2008, and 2007                    
|(Expressed in Canadian
      Dollars, unless otherwise stated)

|1. | NATURE AND CONTINUANCE OF OPERATIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Amarc Resources Ltd. (the "Company") is incorporated
        under the laws of the province of British Columbia, and its principal
        business activity is the acquisition and exploration of mineral properties.
        Its principal mineral property interests are located in British Columbia.                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | These consolidated financial statements have been
        prepared using Canadian generally accepted accounting principles assuming
        a going concern. The Company has incurred losses since inception and its
        ability to continue as a going concern depends upon its capacity to develop
        profitable operations and to continue to raise adequate financing. These
        consolidated 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.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|2. | BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | These consolidated financial statements are prepared
        in accordance with Canadian generally accepted accounting principles and
        are presented in Canadian dollars, and have been reconciled to the United
        States generally accepted accounting principles in note 11.                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | These consolidated financial statements include the
        accounts of the Company and its wholly owned subsidiaries, Compania Minera
        Amarc SA de CV and Amarc Exploraciones Mineras SA de CV, both of which
        are incorporated in Mexico. Also included are the accounts of the Precious
        Exploration Limited Partnership, which is subject to the Company's control
        and primary beneficial ownership.                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | All material intercompany balances and transactions
        have been eliminated.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|3. | SIGNIFICANT ACCOUNTING POLICIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

|(a) | Cash and cash equivalents                                                                                                                                                                                           
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                     
|    | Cash and equivalents consist of cash and highly liquid
        investments, having maturity dates of three months or less from the date
        of purchase, which are readily convertible to known amounts of cash.
|    |                                                                                                                                                                                                                     
|(b) | Equipment                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                     
|    | Equipment is recorded at cost and is amortized over
        its estimated useful life using the declining balance method at various
        rates ranging from 20% to 30% per annum.                                

---

|AMARC RESOURCES LTD.                                          
|--------------------------------------------------------------
|Notes to the Consolidated Financial Statements                
|Years ended March 31, 2009, 2008, and 2007                    
|(Expressed in Canadian
      Dollars, unless otherwise stated)

|(c) | Mineral property interests and relat ed 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | 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, 2009 has been
        minimal.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

---

|AMARC RESOURCES LTD.                                          
|--------------------------------------------------------------
|Notes to the Consolidated Financial Statements                
|Years ended March 31, 2009, 2008, and 2007                    
|(Expressed in Canadian
      Dollars, unless otherwise stated)

|(d) | Government assistance                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | Due to the uncertainty of approval
        associated with mineral exploration tax credits and other government grants
        for which the Company applies, government grants are recorded and credited
        to exploration expenses when the proceeds of these grants are actually
        received.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(e) | Share capital                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | Common shares issued for mineral
        property interests are recorded at their fair market value based upon
        the trading price of the shares on the TSX Venture Exchange on the date
        of issue or as otherwise provided under the agreement terms to issue the
        shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | The proceeds from common shares
        issued pursuant to flow-through share financing agreements are credited
        to share capital and the tax benefits of the exploration expenditures
        incurred pursuant to these agreements are transferred to the purchaser
        of the flow-through shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | Share issue costs are deducted
        from share capital.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(f) | Stock-based compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

---

|AMARC RESOURCES LTD.                                          
|--------------------------------------------------------------
|Notes to the Consolidated Financial Statements                
|Years ended March 31, 2009, 2008, and 2007                    
|(Expressed in Canadian
      Dollars, unless otherwise stated)

|(g) | Use of estimates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | The preparation of financial statements in conformity
        with Canadian generally accepted accounting principles requires management
        to make estimates and assumptions that affect the reported amounts of
        assets and liabilities and the disclosure of contingent assets and liabilities
        as at the balance sheet date, and the reported amounts of revenues and
        expenses during the reporting period. Significant areas requiring the
        use of management estimates include the determination of potential impairments
        of asset values, and rates for amortization of equipment, as well as the
        assumptions used in determining the fair value of non-cash stock-based
        compensation. Actual results could differ from those estimates.                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(h) | Foreign currency translation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | All of the Company's foreign subsidiaries are considered
        integrated.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | Monetary assets and liabilities of the Company and
        its integrated foreign operations are translated into Canadian dollars
        at exchange rates in effect at the balance sheet date. Non-monetary assets
        and liabilities are translated at historical exchange rates unless such
        items are carried at market, in which case they are translated at the
        exchange rates in effect on the balance sheet date. Revenues and expenses,
        except amortization, are translated at average exchange rates for the
        period. Amortization is translated at the same exchange rates as the assets
        to which it relates. Foreign exchange gains or losses are recognized in
        the statement of operations.                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(i) | Segment disclosures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | The Company is operating in a single reportable segment
         the acquisition, exploration and development of mineral properties
        in British Columbia, Canada.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(j) | Income taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

---

|AMARC RESOURCES LTD.                                          
|--------------------------------------------------------------
|Notes to the Consolidated Financial Statements                
|Years ended March 31, 2009, 2008, and 2007                    
|(Expressed in Canadian
      Dollars, unless otherwise stated)

|    | 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.                                                                                                                                                                                                                                                                
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(k) | Loss per share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | Basic loss per share is calculated by dividing the
        loss for the period by the weighted average number of common shares outstanding
        during the period.                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | Diluted loss per share is calculated using the treasury
        stock method. Under the treasury stock method, the weighted average number
        of common shares outstanding used for the calculation of diluted loss
        per share assumes that the proceeds to be received on the exercise of
        dilutive stock options and warrants are used to repurchase common shares
        at the average market price during the period.                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | When the Company is in a net loss position, diluted
        loss per share is not presented separately as the effect of the outstanding
        options and warrants would be anti-dilutive.                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(l) | Impairment of long-lived assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | The Company reviews and evaluates its long-lived assets,
        including mineral properties, plant and equipment, for impairment when
        events or changes in circumstances indicate that the related carrying
        amounts 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
        its estimated undiscounted future cash flows expected to be generated
        by the asset. Measurement of an impairment loss is based on the excess
        of the estimated fair value of the asset over its carrying value.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | At each reporting period and whenever events or circumstances
        indicate that an asset's fair value may not be at least equal to its carrying
        value, management of the Company reviews the net carrying value. These
        reviews involve consideration of the fair value of each property to determine
        whether a permanent impairment in value has occurred and whether any asset
        write down is necessary.                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(m) | Variable interest entities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | An enterprise holding other than a voting interest
        in a variable interest entity ("VIE") could, subject to certain conditions,
        be required to consolidate the VIE if it is considered its primary beneficiary
        whereby it would absorb the majority of the VIE's expected losses, receive
        the majority of its expected residual returns, or both. The Company does
        not have any VIE's.                                                                                                                                                                                              

---

|AMARC RESOURCES LTD.                                          
|--------------------------------------------------------------
|Notes to the Consolidated Financial Statements                
|Years ended March 31, 2009, 2008, and 2007                    
|(Expressed in Canadian
      Dollars, unless otherwise stated)

|(n) | Comparative
        figures                                                                                                                                            
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                        
|    | Certain of the prior
        years' comparative figures have been reclassified to conform to the financial
        statement presentation adopted for the current year.
|    |                                                                                                                                                                        
|    |                                                                                                                                                                        
|4.  | CHANGES IN ACCOUNTING
        POLICIES                                                                                                                                 
|    |                                                                                                                                                                        
|    |                                                                                                                                                                        
|(a) | Newly Adopted Accounting
        Policies                                                                                                                              
|    |                                                                                                                                                                        
|    | Effective April 1,
        2008, the Company adopted the following new accounting standards issued
        by the Canadian Institute of Chartered Accountants ("CICA").
|    |                                                                                                                                                                        
|    | (i)                                                                                                                                                                    
|    |                                                                                                                                                                        
|    |                                                                                                                                                                        
|    |                                                                                                                                                                        
|    |                                                                                                                                                                        
|    |                                                                                                                                                                        
|    |                                                                                                                                                                        
|    |                                                                                                                                                                        
|    |                                                                                                                                                                        

---

|AMARC RESOURCES LTD.                                          
|--------------------------------------------------------------
|Notes to the Consolidated Financial Statements                
|Years ended March 31, 2009, 2008, and 2007                    
|(Expressed in Canadian
      Dollars, unless otherwise stated)

| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Available-for-sale financial assets are measured at
        fair value. Changes in fair value are included in other comprehensive
        income (loss) until the gain or loss is recognized in income.                                                                                                                                                                                                          
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                  
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Held for trading financial instruments are measured
        at fair value. All changes in fair value are included in net earnings
        (loss) in the period in which they arise.                                                                                                                                                                                                                              
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                  
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | All derivative financial instruments are measured at
        fair value, even when they are part of a hedging relationship. Changes
        in fair value are included in net earnings (loss) in the period in which
        they arise, except for hedge transactions which qualify for hedge accounting
        treatment, in which case gains and losses are recognized in other comprehensive
        income.
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (ii) | Section 1535  Capital Disclosures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                  
| |      | This standard requires disclosure of an entity's
        objectives, policies and processes for managing capital, quantitative
        data about what the entity regards as capital and whether the entity has
        complied with any capital requirements and, if it has not complied, the
        consequences of such non-compliance.                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                  
| |      | The Company's objective when managing capital
        is to safeguard the Company's ability to continue as a going concern,
        so that it can continue to explore and develop its projects for the benefit
        of its shareholders and other stakeholders. The Company considers the
        components of shareholders' equity, as well as its cash and equivalents
        and debt (if any), as capital. The Company manages the capital structure
        and makes adjustments to it in the light of changes in economic conditions
        and the risk characteristics of the underlying assets. Since the Company
        is in the exploration stage, the Company may issue new shares through
        private placements in order to maintain or adjust the capital structure.
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                  
| |      | In order to facilitate the management of its
        capital requirements, the Company prepares annual expenditure budgets
        that are updated as necessary depending on various factors, including
        successful capital deployment and general industry conditions. The Company's
        cash resources at March 31, 2009 are sufficient for its present needs,
        specifically to continue planned exploration and administrative operations
        over at least the next twelve months.                                                                                                                                                                                                                                                                                    
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                  
| |      | There were no changes to the Company's approach
        to capital management during the year of 2009. The Company is not subject
        to any externally imposed capital requirements as at March 31, 2009.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

---

|AMARC RESOURCES LTD.                                          
|--------------------------------------------------------------
|Notes to the Consolidated Financial Statements                
|Years ended March 31, 2009, 2008, and 2007                    
|(Expressed in Canadian
      Dollars, unless otherwise stated)

| | (iii) | Amendments to Section 1400  Going Concern                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |       | CICA Handbook Section 1400, General Standards of Financial
        Statement Presentation, was amended to include requirements to assess
        and disclose an entity's ability to continue as a going concern (note
        1).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (iv)  | EIC 173  Credit Risk and the Fair value of Financial
        Assets and Financial Liabilities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |       | The AcSB issued EIC-173 which requires the Corporation
        to consider its own credit risk as well as the credit risk of its counterparty
        when determining the fair value of financial assets and liabilities, including
        derivative instruments. The standard is effective for the first quarter
        of 2009 and is required to be applied retrospectively without restatement
        of prior periods. The Company had already adopted this standard and the
        adoption of this standard did not have an impact on the valuation of financial
        assets or liabilities of the Company.                                                                                                                                   
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (v)   | EIC 174  Mining Exploration Costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |       | The AcSB issued EIC-174, "Mining Exploration Costs"
        which provides guidance to mining enterprises related to the measurement
        of exploration costs and the conditions that a mining enterprise should
        consider when determining the need to perform an impairment review of
        such costs. The accounting treatments provided in EIC-174 have been applied
        in the preparation of these financial statements and did not have an impact
        on the valuation of the Company's mineral properties.                                                                                                                                                                                                                      
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (vi)  | Section 3064  Goodwill and Intangibles                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |       | The AcSB issued CICA Handbook Section 3064 which replaces
        Section 3062, Goodwill and Other Intangible Assets, and Section 3450,
        Research and Development Costs. This new section establishes standards
        for the recognition, measurement, presentation and disclosure of goodwill
        subsequent to its initial recognition and of intangible assets. Standards
        concerning goodwill remain unchanged from the standards included in the
        previous Section 3062. The section applies to interim and annual financial
        statements issued on or after January 1, 2009. This standard has been
        applicable in the preparation of these financial statements and did not
        have a significant impact.

|(b) | Accounting Standards Not Yet Adopted
|--- | ------------------------------------
|    |                                     
|    | (i)                                 
|    |                                     
|    |                                     

---

|AMARC RESOURCES LTD.                                          
|--------------------------------------------------------------
|Notes to the Consolidated Financial Statements                
|Years ended March 31, 2009, 2008, and 2007                    
|(Expressed in Canadian
      Dollars, unless otherwise stated)

| |      | expected five year transitional period. In February
        2008, the AcSB announced that 2011 is the changeover date for publicly-listed
        companies to use IFRS. The date is for interim and annual financial statements
        relating to fiscal years beginning on or after January 1, 2011, although
        early adoption may be permitted. Due to the Company's March 31 fiscal
        year, the transition date for the Company is April 1, 2011. Therefore,
        the IFRS adoption will require the restatement for comparative purposes
        of amounts reported by the Company for the year ended March 31, 2011.
        While the Company has begun assessing the adoption of IFRS for 2011, the
        financial reporting impact of the transition to IFRS cannot be reasonably
        estimated at this time.                                                                                                                                                                                                                    
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (ii) | Business Combinations/Consolidated Financial Statements/Non-Controlling
        Interests                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |      | The AcSB adopted CICA sections 1582 "Business Combinations",
        1601 "Consolidated Financial Statements", and 1602 "Non-Controlling Interests"
        which superseded current sections 1581 "Business Combinations" and 1600
        "Consolidated Financial Statements". These new sections replace existing
        guidance on business combinations and consolidated financial statements
        to harmonize Canadian accounting for business combinations with IFRS.
        These Sections will be applied prospectively to business combinations
        for which the acquisition date is on or after the beginning of the first
        annual reporting period beginning on or after January 1, 2011. Earlier
        adoption is permitted. If an entity applies these sections before January
        1, 2011, it is required to disclose that fact and apply each of the new
        sections concurrently. The Company is currently evaluating the impact
        of the adoption of these changes on its consolidated financial statements.

|5. | EQUIPMENT
|-- | ---------

| |                |   |        |  |   | Accumulated  |  |   |                      | 
| | -------------- | - | ------ |  | - | ------------ |  | - | -------------------- | 
| |                |   | Cost   |  |   | Amortization |  |   | Net
      Book Value | 
| | March 31, 2009 |   |        |  |   |              |  |   |                      | 
| | Site equipment | $ | 44,057 |  | $ | 12,526       |  | $ | 31,531               | 
| | Computers      |   | 30,607 |  |   | 8,047        |  |   | 22,560               | 
| | Total          | $ | 74,664 |  | $ | 20,573       |  | $ | 54,091               | 
| |                |   |        |  |   |              |  |   |                      | 
| | March 31, 2008 |   |        |  |   |              |  |   |                      | 
| | Site equipment | $ | 77,551 |  | $ | 57,182       |  | $ | 20,369               | 
| | Computers      |   |       |  |   |             |  |   |                     | 
| | Total          | $ | 77,551 |  | $ | 57,182       |  | $ | 20,369               | 

---

|AMARC RESOURCES LTD.                                          
|--------------------------------------------------------------
|Notes to the Consolidated Financial Statements                
|Years ended March 31, 2009, 2008, and 2007                    
|(Expressed in Canadian
      Dollars, unless otherwise stated)

|6. | MINERAL PROPERTY INTERESTS                                                                                                                                 
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                            
|   | The Company has recorded the following interest in royalties
        in currently non-producing properties at a nominal value on the balance
        sheet:

| |                                       |   | March 31 |  |   | March 31 | 
| | ------------------------------------- | - | -------- |  | - | -------- | 
| |                                       |   | 2009     |  |   | 2008     | 
| | British Columbia, Canada              |   |          |  |   |          | 
| | Iskut (note (6)(a)(v))                | $ | 1        |  | $ | 1        | 
| | Witch (note (6)(a)(x))                |   | 1        |  |   | 1        | 
| | Other                                 |   |          |  |   |          | 
| | Ana, Yukon Territory (note (6)(b))    |   | 1        |  |   | 1        | 
| | Mann Lake, Saskatchewan (note (6)(b)) |   | 1        |  |   | 1        | 
| | Total                                 | $ | 4        |  | $ | 4        | 

During the years ended March 31, 2009
  and March 31, 2008, there were no changes in the Companys mineral property
  interests. The details of the Companys write off of mineral property interests
  for the year ended March 31, 2007 were as follows:

| |                                  |   | Balance at |  |   | Written     |   |   | Balance at | 
| | -------------------------------- | - | ---------- |  | - | ----------- | - | - | ---------- | 
| |                                  |   | March 31,  |  |   | down        |   |   | March 31,  | 
| | Property Acquisition
      Costs |   | 2006       |  |   | during year |   |   | 2007       | 
| | British Columbia, Canada         |   |            |  |   |             |   |   |            | 
| | Buck                             | $ | 55,929     |  | $ | (55,929     | ) | $ |           | 
| | Nechako                          |   | 42,500     |  |   | (42,500     | ) |   |           | 
| | Total                            | $ | 98,429     |  | $ | (98,429     | ) | $ |           | 

|(a) | British Columbia, Canada                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | The Tulox property, located in the Cariboo
        region and comprising 252 square kilometers, was acquired in stages by
        staking between 2005 to 2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | Subsequent to March 31, 2009, the Company
        entered into an agreement with Tulox Resources Inc. ("Tulox"), an unrelated
        British Columbia public company, whereby Tulox may acquire 50% interest
        in Tulox property (the "Property") for consideration of 1,600,000 of its
        common shares and by incurring $1,000,000 in expenditures on the Property.
        Tulox may acquire a 100% interest for additional consideration of 1,100,000
        of its common shares and by incurring a further $1,000,000 in expenditures
        on the Property. The agreement is subject to certain conditions including
        regulatory consent. Under the agreement, the Company will receive a 3%
        net smelter returns ("NSR") royalty following the commencement of commercial
        production on the Property. In addition, the Company receives a "back-in
        right" whereby the Company can acquire a 60%

---

|AMARC RESOURCES LTD.                                          
|--------------------------------------------------------------
|Notes to the Consolidated Financial Statements                
|Years ended March 31, 2009, 2008, and 2007                    
|(Expressed in Canadian
      Dollars, unless otherwise stated)

| | interest in the Property by agreeing,
        within 90 days of preparation of pre-feasibility study, to fund a further
        $10,000,000 of exploration expenditures on the Property. However, upon
        exercise of "back-in right", the Company's entitlement to NSR will reduce
        to 1.2% from 3%.                                                                                                                                                                                                                                                                                                                                                      
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | The Company entered into an agreement
        in July 2008 with a private arm's-length company for an exclusive option
        to acquire, over up to a three year period, the right to earn an undivided
        100% interest in the Peak property. On October 31, 2008, the Company terminated
        the option agreement to acquire the Peak property.                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | During the year ended March 31,
        2009, the Company paid $5,000 (2008  $5,000; 2007 nil) in
        property option payments for the Peak property and recorded the payments
        as a property option expense.                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | In April 2008, the Company entered
        into an agreement with a private arm's-length company for an exclusive
        option whereby the Company may acquire, over up to a four year period,
        the right to earn an undivided 100% interest in the Pond property, subject
        to a 2% NSR, which the Company may acquire for $2,000,000. The effective
        date of the agreement is August 1, 2008. Consideration for acquiring the
        100% undivided interest in the Pond property is to consist of staged payments
        totaling $215,000 and the incurring of expenditures totaling $225,000
        on the property prior to August 2012.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | During the year ended March 31,
        2009, the Company paid $5,000 (2008  $5,000; 2007 nil) in
        property option payments for the Pond property and recorded the payments
        as a property option expense.                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | In November 2006, the Company reached
        an option agreement with an arm's length party to acquire a 100% undivided
        interest in the Bodine property ("Bodine"). Located approximately 110
        kilometers northeast of Smithers, in the Omineca Mining Division in central
        British Columbia, the Bodine Property covers approximately 195 square
        kilometers.                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | The Company can acquire its interest
        in Bodine by making staged cash payments totaling $225,000 and expending
        $2,000,000 on the property over four years. Bodine is subject to a 3%
        NSR, 2% of which may be purchased at the Company's sole discretion for
        $2,000,000 with the remaining 1% subject to a right of first refusal in
        favor of the Company. Annual advance royalty payments of $50,000 will
        be payable beginning from the fifth year of the agreement to the fifteenth
        year of the agreement.                                                                                                     

---

|AMARC RESOURCES LTD.                                          
|--------------------------------------------------------------
|Notes to the Consolidated Financial Statements                
|Years ended March 31, 2009, 2008, and 2007                    
|(Expressed in Canadian
      Dollars, unless otherwise stated)

| | During the year ended March 31,
        2009, the Company paid $50,000 in property option payments for Bodine
        (2008  $50,000; 2007$25,000) and recorded the payments as
        a property option expense.                                                                                                                                                                                                                                                                                          
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (v)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | The Company previously registered
        for acquisition a total of 5,175 hectares in five properties in the Iskut
        River area of northwestern British Columbia in 2005 and 2006. These properties
        comprised the AA, MEZ, TRI A, Copper 152 and Copper 246 properties.                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | During the year ended March 31,
        2007, the Company concluded that no further work was warranted on these
        properties. In December 2006 the Company vended the AA property to an
        arms length party. The Company retains a 1.5% NSR on production
        from the property, 0.5% of which can be purchased by the arms length
        party for $1,000,000. This royalty has been recorded at a nominal value
        of $1.                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (vi)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | The Company acquired by staking
        100% interests in several mineral properties located in the Omineca, Cariboo
        and Clinton Mining Divisions of British Columbia, ranging in location
        from approximately 110 kilometers northeast of Smithers to approximately
        35 kilometres southwest of Williams Lake. As of March 31, 2009, these
        properties included the Aspira, Equus, Huge East, Megamine, and Polymet
        claims and in total comprised 366 square kilometers.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (vii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | As at March 31, 2009, the Company
        held a 100% interest in approximately 10 square kilometers of mineral
        claims located in Omineca Mining Division of British Columbia.                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (viii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | As at March 31, 2009, the Company
        held a 100% interest in mineral claims comprising approximately 105 square
        kilometers along a belt located approximately 130 kilometers north- northwest
        of McKenzie, BC.                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (ix)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | In April 2008, the Company acquired
        by staking claims known as the Rapid Property, which covers approximately
        383 square kilometers and is located 27 kilometers northeast of the Aspira
        Property (part of the Sitlika Properties) and 36 kilometers northwest
        of the town of Fort St. James.                                                                                                                                                                                 

---

|AMARC RESOURCES LTD.                                          
|--------------------------------------------------------------
|Notes to the Consolidated Financial Statements                
|Years ended March 31, 2009, 2008, and 2007                    
|(Expressed in Canadian
      Dollars, unless otherwise stated)

|    | (x)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | Other Properties
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                 
|    | During the year ended
        March 31, 2007, the Company sold a 100% interest in three of the Chona
        claims, which were part of the Witch property, for proceeds of $500, subject
        to a 2.5% NSR. The purchaser may acquire this royalty from the Company
        for the sum of $1,000,000 per one-percent of the royalty. This royalty
        has been recorded at a nominal value of $1.                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                 
|(b) | Yukon Territory
        and Saskatchewan                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                 
|    | The Company has a 5%
        net profits interest ("NPI") in the 46 mineral claims comprising the Ana
        Property in the Yukon, and a 2.5% NPI in a mineral lease comprising the
        Mann Lake Property in Saskatchewan. These net profit interests have been
        recorded at a nominal value of $1 each. The Company has neither active
        exploration programs nor does it plan to undertake any new programs on
        these properties at the present time.                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                 
|7.  | SHARE CAPITAL                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                 
|(a) | Authorized share
        capital                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                 
|    | The Company's authorized
        share capital consists of an unlimited number of common shares without
        par value.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                 
|(b) | Issued and outstanding
        common shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                 
|    | At March 31, 2009,
        the Company had 72,739,473 (2008  67,739,473) common shares issued
        and outstanding.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                 
|    | During the year ended
        March 31, 2008, the Company issued 4,440,000 flow-through common shares
        for proceeds of $2,442,000 pursuant to the exercise of share warrants.
        In accordance with certain provisions of the Income Tax Act (Canada) and
        the flow-through share agreements, the Company spent the total proceeds
        from this flow-through share issuance on eligible exploration expenses
        prior to December 31, 2008. The Company has renounced these expenses to
        the flow- through investors.                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                 
|    | In December 2008, the
        Company arranged a private placement of 5,000,000 units (the "Units")
        at a price of $0.10 per Unit. Each Unit consisted of one flow-through
        common share and one non- flow-through warrant. Each warrant is exercisable
        to purchase one additional common share at a price of $0.10 for a 24 month
        period. In accordance with the terms of flow-through share agreements,
        the Company is obligated to spend the proceeds from the flow-through shares
        on eligible exploration activities by December 31, 2009. Effective December
        31, 2008, the Company renounced to the investors the eligible exploration
        expenses to be incurred with the proceeds from

---

|AMARC RESOURCES LTD.                                          
|--------------------------------------------------------------
|Notes to the Consolidated Financial Statements                
|Years ended March 31, 2009, 2008, and 2007                    
|(Expressed in Canadian
      Dollars, unless otherwise stated)

|    | this flow-through share issuance. As of March 31, 2009,
        approximately $250,000 of the proceeds from this flow-through share issuance
        remained to be spent.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(c) | Share purchase option compensation plan                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | The Company has a share purchase option compensation
        plan approved by the shareholders that allows the Company to grant up
        to 10% of the issued and outstanding shares of the Company at any one
        time, typically vesting over up to two years, subject to regulatory terms
        and approval, to its directors, employees, officers, and consultants.
        The exercise price of each option may be set equal to or greater than
        the closing market price of the common shares on the TSX Venture Exchange
        on the day prior to the date of the grant of the option, less any allowable
        discounts. Options have a maximum term of five years and terminate 90
        days following the termination of the optionee's employment, except in
        the case of retirement or death.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | On July 17, 2008, the Company granted 1,828,200 options
        expiring July 19, 2011, at an exercise price of $0.70 to directors, employees
        and consultants. As at March 31, 2009, 528,360 options were vested (March
        31, 2008  nil).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | The continuity of share purchase options for the year
        ended March 31, 2009 was:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

| |                  |   | Exercise |  |   | March 31 |  |   |           |  |   |           |  |   | Expired/  |   |   | March 31  | 
| | ---------------- | - | -------- |  | - | -------- |  | - | --------- |  | - | --------- |  | - | --------- | - | - | --------- | 
| | Expiry date      |   | price    |  |   | 2008     |  |   | Granted   |  |   | Exercised |  |   | Cancelled |   |   | 2009      | 
| | July 19, 2011    | $ | 0.70     |  |   |         |  |   | 1,828,200 |  |   |          |  |   | (114,600  | ) |   | 1,713,600 | 
| | Weighted average |   |          |  |   |          |  |   |           |  |   |           |  |   |           |   |   |           | 
| | exercise price   |   |          |  | $ |         |  | $ | 0.70      |  | $ |          |  | $ | 0.70      |   | $ | 0.70      | 

Using an option pricing model with the
  assumptions noted below, the estimated fair value of all options granted or
  vesting during the year of 2009, and which have been reflected in the consolidated
  statements of operations, is as follows:

| | Transactions                                |   | Year ended March 31 | 
| | ------------------------------------------- | - | ------------------- | 
| |                                             |   | 2009                | 
| | Exploration                                 |   |                     | 
| | Engineering                                 | $ | 18,796              | 
| | Environmental, socioeconomic and land       |   | 3,793               | 
| | Geological                                  |   | 75,889              | 
| | Exploration                                 |   | 98,478              | 
| | Operations and administration               |   | 145,583             | 
| | Total compensation cost recognized in       |   |                     | 
| | operations, credited to contributed surplus | $ | 244,061             | 

---

|AMARC RESOURCES LTD.                                          
|--------------------------------------------------------------
|Notes to the Consolidated Financial Statements                
|Years ended March 31, 2009, 2008, and 2007                    
|(Expressed in Canadian
      Dollars, unless otherwise stated)

The assumptions used to estimate the
  fair value of options vesting during the respective periods were as follows:

| |                         | Year ended March 31
| | ----------------------- | -------------------
| |                         | 2009               
| | Risk free interest rate | 1.96%              
| | Expected life           | 3 years            
| | Expected volatility     | 83%                
| | Expected dividends      | nil                

|(d) | Share purchase warrants                                                                                                                
|--- | ---------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                        
|    | The continuity of share purchase warrants (each warrant
        redeemable for one common share) for the year ended March 31, 2009 was:

| |                  |   | Exercise |  |   | March 31  |  |   |           |  |   |           |  |   | Expired/  |  |   | March 31  | 
| | ---------------- | - | -------- |  | - | --------- |  | - | --------- |  | - | --------- |  | - | --------- |  | - | --------- | 
| | Expiry date      |   | Price    |  |   | 2008      |  |   | Issued    |  |   | Exercised |  |   | Cancelled |  |   | 2009      | 
| | January 17, 2009 | $ | 0.55     |  |   | 5,700,000 |  |   |          |  |   |          |  |   | 5,700,000 |  |   |          | 
| | February 9, 2011 | $ | 0.10     |  |   |          |  |   | 5,000,000 |  |   |          |  |   |          |  |   | 5,000,000 | 
| | Total            |   |          |  |   | 5,700,000 |  |   | 5,000,000 |  |   |          |  |   | 5,700,000 |  |   | 5,000,000 | 
| | Weighted average |   |          |  |   |           |  |   |           |  |   |           |  |   |           |  |   |           | 
| | exercise price   |   |          |  | $ | 0.55      |  | $ | 0.10      |  | $ |          |  | $ | 0.55      |  | $ | 0.10      | 

The continuity of share purchase warrants
  for the year ended March 31, 2008 was:

| | Expiry date      |   | Exercise |  |   | March 31   |  |   |        |  |   |           |  |   | Expired/  |  |   | March 31  | 
| | ---------------- | - | -------- |  | - | ---------- |  | - | ------ |  | - | --------- |  | - | --------- |  | - | --------- | 
| |                  |   | Price    |  |   | 2007       |  |   | Issued |  |   | Exercised |  |   | Cancelled |  |   | 2008      | 
| | January 17, 2009 | $ | 0.55     |  |   | 10,490,000 |  |   |       |  |   | 4,790,000 |  |   |          |  |   | 5,700,000 | 
| | Weighted average |   |          |  |   |            |  |   |        |  |   |           |  |   |           |  |   |           | 
| | exercise price   |   |          |  | $ | 0.55       |  | $ |       |  | $ | 0.55      |  | $ |          |  | $ | 0.55      | 

|(e) | Contributed surplus                        
|--- | -------------------------------------------
|    |                                            
|    | The components of contributed surplus were:

| |                                                                            |   | March 31  |   |   | March 31  |  
| | -------------------------------------------------------------------------- | - | --------- | - | - | --------- | -
| |                                                                            |   | 2009      |   |   | 2008      |  
| | Fair value of warrants                                                     | $ | 982,110   |   | $ | 982,110   |  
| | Cumulative stock-based compensation                                        |   | 1,136,978 |   |   | 892,917   |  
| | Contributed surplus transferred to share capital
      relating to options |   |           |   |   |           |  
| | exercised                                                                  |   | (405,096  | ) |   | (405,096  | )
| | Balance, end of the year                                                   | $ | 1,713,992 |   | $ | 1,469,931 |  

---

|AMARC RESOURCES LTD.                                          
|--------------------------------------------------------------
|Notes to the Consolidated Financial Statements                
|Years ended March 31, 2009, 2008, and 2007                    
|(Expressed in Canadian
      Dollars, unless otherwise stated)

|8. | RELATED PARTY BALANCES AND TRANSACTIONS
|-- | ---------------------------------------

| | Balances receivable (payable)      |   | March 31 |  |   | March 31 |  
| | ---------------------------------- | - | -------- |  | - | -------- | -
| |                                    |   | 2009     |  |   | 2008     |  
| | Hunter Dickinson Services Inc. (a) | $ | 90,140   |  | $ | (180,767 | )
| | Farallon Minera Mexicana
      (c) | $ | 44,675   |  | $ |         |  
| | Total                              | $ | 134,815  |  | $ | (180,767 | )

| | Transactions                               |   | Year ended March 31 | 
| | ------------------------------------------ | - | ------------------- | 
| |                                            |   | 2009                | 
| | Services rendered and expenses reimbursed: |   |                     | 
| | Hunter Dickinson
      Services Inc. (a)   | $ | 2,658,528           | 
| | Interest income on loan:                   |   |                     | 
| | Rockwell Diamonds
      Inc. (b)           | $ |                    | 
| | Sale of equipment:                         |   |                     | 
| | Farallon Minera Mexicana (c)               | $ | 32,679              | 

| | (a) | Hunter Dickinson Services Inc. ("HDSI") is a private
        company owned equally by several public companies, one of which is the
        Company. HDSI has certain directors in common with the Company and provides
        geological, corporate development, administrative and management services
        to, and incurs third party costs on behalf of, the Company and its subsidiaries
        on a full cost recovery basis.                                                                                                                                                                                                                                               
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (b) | Rockwell Diamonds Inc. ("Rockwell"), formerly named
        Rockwell Ventures Inc., is a public company with certain directors in
        common with the Company. In January 2007, the Company advanced $5,500,000
        to Rockwell pursuant to a 90-day promissory note. Interest on the promissory
        note was calculated at a rate of 20% per annum, compounded quarterly.
        Interest was payable in common shares of Rockwell. In April 2007, Rockwell
        repaid the principal amount of the loan, together with 497,993 common
        shares of Rockwell at a deemed price of $0.495, representing payment of
        interest on the 90-day promissory note.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     | In June 2007, the Company sold its 497,993 common shares
        of Rockwell for proceeds of $315,499. A gain of $68,992 was recorded on
        the sale.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (c) | Farallon Minera Mexicana S.A. de C.V. ("FMM") is a subsidiary
        of Farallon Resources Ltd., a publicly traded company which has a director
        in common with the Company. During the year ended March 31, 2009, the
        Company sold some used equipment with a book value of $18,673 to FMM at
        market value, for US$30,800 ($32,679). This balance remains recoverable
        at March 31, 2009.                                                                                                                                                                                                                                                              

---

|AMARC RESOURCES LTD.                                          
|--------------------------------------------------------------
|Notes to the Consolidated Financial Statements                
|Years ended March 31, 2009, 2008, and 2007                    
|(Expressed in Canadian
      Dollars, unless otherwise stated)

|9. | INCOME TAXES                                                                                                                                                                     
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                  
|   | As at March 31, 2009 and 2008, the estimated
        tax effects of the significant components within the Company's future
        income tax assets (liabilities) are as follow:

| |                                        |   | March 31   |   |   | March 31   |  
| | -------------------------------------- | - | ---------- | - | - | ---------- | -
| |                                        |   | 2009       |   |   | 2008       |  
| | Future income tax assets (liabilities) |   |            |   |   |            |  
| | Resource pools                         | $ | 2,532,000  |   | $ | 2,553,000  |  
| | Loss carry forwards                    |   | 593,000    |   |   | 1,024,000  |  
| | Financing expenses                     |   | 15,000     |   |   | 23,000     |  
| | Equipment                              |   | 5,000      |   |   |           |  
| | Subtotal                               |   | 3,145,000  |   |   | 3,600,000  |  
| | Valuation allowance                    |   | (3,145,000 | ) |   | (3,600,000 | )
| | Net future income tax asset            | $ |           |   | $ |           |  

Income tax expense differs from the amount
  that would result from applying the Canadian federal and provincial tax rates
  to earnings before income taxes. These differences result from the following
  items:

| |                                                               |   | March 31   |   |   | March 31   |  
| | ------------------------------------------------------------- | - | ---------- | - | - | ---------- | -
| |                                                               |   | 2009       |   |   | 2008       |  
| | Combined Canadian federal and provincial statutory
      rate |   | 30.75%     |   |   | 33.47%     |  
| |                                                               |   |            |   |   |            |  
| | Income tax at statutory rates                                 | $ | (1,571,000 | ) | $ | (1,191,000 | )
| | Permanent differences                                         |   | 771,000    |   |   | 264,000    |  
| | Tax rate differences                                          |   | 383,000    |   |   | 830,000    |  
| | Adjustments of taxes of prior periods                         |   | 872,000    |   |   |           |  
| | Change in valuation allowance                                 |   | (455,000   | ) |   | 97,000     |  
| |                                                               | $ |           |   | $ |           |  

At March 31, 2009, the Company had non-capital
  losses available for Canadian income tax purposes totaling approximately $2.4
  million (2008  $3.9 million) expiring in various periods to 2029.

|10. | FINANCIAL INSTRUMENTS                                                                                                                                                                                                                                                   
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                         
|a)  | Fair Value of Financial Instruments                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                         
|    | The carrying amounts of cash
        and cash equivalents, amounts receivable, amounts due to/from the related
        parties and accounts payable and accrued liabilities approximate their
        fair values due to the short term to maturity of such instruments.

---

|AMARC RESOURCES LTD.                                          
|--------------------------------------------------------------
|Notes to the Consolidated Financial Statements                
|Years ended March 31, 2009, 2008, and 2007                    
|(Expressed in Canadian
      Dollars, unless otherwise stated)

|*b)* | Financial Instrument Risk Exposure
      and Risk Management                                                                                                                                                                                                                                                                                                                                                                                          
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | The Company is exposed in varying degrees
      to a variety of financial instrument related risks. The Board approves and
      monitors the risk management processes, inclusive of documented treasury
      policies, counterparty limits, controlling and reporting structures. The
      type of risk exposure and the way in which such exposure is managed is provided
      as follows:                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | The Company's credit risk is primarily
      attributable to its liquid financial assets. The Company limits exposure
      to credit risk on liquid financial assets through maintaining its cash and
      equivalents in high quality investments with major financial institutions
      and in federal government-backed treasury bills. The Company does not have
      any financial assets that are invested in asset backed commercial paper.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | The Company ensures that there is sufficient
      cash in order to meet its short term business requirements, after taking
      into account the Company's holdings of cash and cash equivalents. The Company's
      cash and equivalents are invested in business accounts, commercial paper
      and treasury bills, which are immediately available on demand for the Company's
      use.                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | The Company has sufficient cash and cash
      equivalents to meet commitments associated with its financial liabilities.                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | The significant price risk exposures
      to which the Company is exposed are foreign exchange risk, interest rate
      risk and commodity price risk.                                                                                                                                                                                                                                                                                              

Foreign exchange risk

The Company incurs substantially all
  of its expenditures in Canada and a significant portion of its cash and cash
  equivalents are denominated in Canadian dollars ("CAD"). The Company is exposed
  to foreign exchange risk to the extent of exchange rate fluctuation and a resultant
  change in the value of its cash and cash equivalents held in US dollars ("USD")
  and Mexican pesos ("MXN").

---

|AMARC RESOURCES LTD.                                          
|--------------------------------------------------------------
|Notes to the Consolidated Financial Statements                
|Years ended March 31, 2009, 2008, and 2007                    
|(Expressed in Canadian
      Dollars, unless otherwise stated)

The exposure of the Company's financial
  assets to foreign exchange risk is as follows:

| |                              |   | March 31 |  |   | March 31 | 
| | ---------------------------- | - | -------- |  | - | -------- | 
| | Expressed in CAD equivalents |   | 2009     |  |   | 2008     | 
| | Financial assets             |   |          |  |   |          | 
| | United States dollars        | $ | 117,878  |  | $ | 946,129  | 
| | Mexican
      pesos          |   | 37,072   |  |   | 40,235   | 
| | Total financial assets       | $ | 154,950  |  | $ | 986,364  | 

Substantially all of the Company's liabilities
  are denominated in Canadian dollars.

The Company currently does not engage
  in foreign currency hedging.

The following significant exchange rates
  applied during the year:

| |                                           |  | 2009   |  |  | 2008   | 
| | ----------------------------------------- |  | ------ |  |  | ------ | 
| | Canadian dollars per United States dollar |  |        |  |  |        | 
| | Closing rate at
      December 31         |  | 1.2613 |  |  | 1.0265 | 
| | Average rate during the year              |  | 1.1274 |  |  | 1.0322 | 
| |                                           |  |        |  |  |        | 
| | Mexican Peso per Canadian dollar          |  |        |  |  |        | 
| | Closing rate at
      December 31         |  | 11.227 |  |  | 10.341 | 
| | Average rate during the year              |  | 10.641 |  |  | 10.556 | 

Interest rate risk

The Company is subject to interest rate
  price risk with respect to its investments in cash equivalents. In order to
  The Company's policy is to invest cash in fixed rate financial instruments having
  maturity dates of three months or less from the date of acquisition and cash
  reserves are to be maintained in cash equivalents in order to maintain liquidity,
  while achieving a satisfactory return for shareholders. Changes in market interest
  rates have a direct effect on the fair value of cash equivalents.

Market risk

The Company is not subject to interest
  rate price risk with respect to any of its financial instruments.

---

|AMARC RESOURCES LTD.                                          
|--------------------------------------------------------------
|Notes to the Consolidated Financial Statements                
|Years ended March 31, 2009, 2008, and 2007                    
|(Expressed in Canadian
      Dollars, unless otherwise stated)

|11. | **DIFFERENCES BETWEEN CANADIAN AND UNITED
      STATES GENERALLY** ACCEPTED ACCOUNTING PRINCIPLES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | The consolidated financial statements
        have been prepared in accordance with Canadian generally accepted accounting
        principles ("Canadian GAAP"), which differ in certain material respects
        from those principles that the Company would have followed had its consolidated
        financial statements been prepared in accordance with the generally accepted
        accounting principles in United States of America ("US GAAP"). However,
        the differences between Canadian GAAP and US GAAP do not have material
        impact on the consolidated balance sheet as at March 31, 2009 and 2008
        and in the consolidated statements of loss, comprehensive loss and deficit,
        and the consolidated statement of cash flows for the years ended March
        31, 2009, 2008 and 2007.                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(a) | Mineral property costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | The Company's policy of expensing
        all property costs except where an outright property interest has been
        acquired results in an accounting treatment for these costs which the
        Company considers to be materially congruent with US GAAP. Accordingly,
        the Company considers that there are no differences between US and Canadian
        GAAP with respect to mineral property costs in these consolidated financial
        statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(b) | Stock-based compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | In December 2004, the Financial
        Accounting Standards Board ("FASB") issued Statement of Financial Accounting
        Standards ("SFAS") No. 123 (Revised 2006), "Share-Based Payment"
        ("SFAS 123(R)"), which is a revision of SFAS 123 "Accounting for Stock-Based
        Compensation". SFAS 123(R) supersedes APB Opinion No. 25, "Accounting
        for Stock Issued to Employees". SFAS 123(R) requires all share-based
        payments to employees, including grants of employee stock options, to
        be recognized in the income statement based on their fair values. In calculating
        compensation to be recognized, SFAS 123(R) requires the Company to estimate
        future forfeitures. For Canadian GAAP purposes, the Company uses the fair
        value method to account for all stock option grants but accounts for forfeitures
        as they occur, as permitted by Canadian GAAP. The Company believes that
        the effect of estimated forfeiture rate is not material.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(c) | Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | In June 2006, the Financial Accounting
        Standards Board (FASB) issued FASB Interpretation No. 48 (FIN 48) - Accounting
        for Uncertainty in Income Taxes, an Interpretation of FASB Statement No.
        109 (Accounting for Income Taxes) to create a single model to address
        accounting for uncertainty in tax positions. FIN 48 clarifies the accounting
        for income taxes, by prescribing a minimum recognition threshold a tax
        position is required to meet before being recognized in the financial
        statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

---

|AMARC RESOURCES LTD.                                          
|--------------------------------------------------------------
|Notes to the Consolidated Financial Statements                
|Years ended March 31, 2009, 2008, and 2007                    
|(Expressed in Canadian
      Dollars, unless otherwise stated)

Under US GAAP effective January 1, 2007,
  the Company adopted the provisions of FIN 48 that prescribe a recognition threshold
  and measurement attribute for the financial statement recognition and measurement
  of a tax position taken or expected to be taken in a tax return. The interpretation
  requires that the Company recognized the impact of a tax position in the financial
  statements if that position is more likely than not of being sustained on audit,
  based on the technical merits of the position. Fin 48 also provides guidance
  on derecognition, classification, interest and penalties, accounting in interim
  periods and disclosure. In accordance with the provisions of FIN 48, any cumulative
  effect resulting from the change in accounting principle is to be recorded as
  an adjustment to the opening balance of deficit. The adoption of FIN 48 did
  not result in a material impact on the Company's consolidated financial position
  or results of operations.

|(d) | Amounts receivable and prepaid expenses comprise:
|--- | -------------------------------------------------

| |                    |   | As at March 31 |  |   | As at March 31 | 
| | ------------------ | - | -------------- |  | - | -------------- | 
| |                    |   | 2009           |  |   | 2008           | 
| | GST receivable     | $ | 10,643         |  | $ | 181,300        | 
| | Prepaid expenses   |   | 21,931         |  |   | 19,785         | 
| | Advances and other |   | 102,302        |  |   | 48,167         | 
| |                    | $ | 134,876        |  | $ | 249,252        | 

|(e) | Accounts payable and accrued liabilities comprise:
|--- | --------------------------------------------------

| |                     |   | As at March 31 |  |   | As at March 31 | 
| | ------------------- | - | -------------- |  | - | -------------- | 
| |                     |   | 2009           |  |   | 2008           | 
| | Trade payables      | $ | 8,339          |  | $ | 19,377         | 
| | Accrued liabilities |   | 25,000         |  |   | 25,000         | 
| |                     | $ | 33,339         |  | $ | 44,377         | 

|(h) | Impact of recently adopted United States
        accounting pronouncements:
|--- | ---------------------------------------------------------------------------
|    |                                                                            
|    | (i)                                                                        
|    |                                                                            
|    | (ii)                                                                       
|    |                                                                            
|    |                                                                            

---

|AMARC RESOURCES LTD.                                          
|--------------------------------------------------------------
|Notes to the Consolidated Financial Statements                
|Years ended March 31, 2009, 2008, and 2007                    
|(Expressed in Canadian
      Dollars, unless otherwise stated)

| | (iii) | In March 2008, the FASB issued FAS No. 161, Disclosure
        about Derivative Instruments and Hedging Activities (FAS 161).
        FAS 161 changes the disclosure requirements for derivative instruments
        and hedging activities by requiring enhanced disclosures about how and
        why an entity uses derivatives instruments, how derivative instruments
        and related hedged items affect an entitys operating results, financial
        position, and cash flows. This Statement encourages, but does not require,
        comparative disclosures for earlier periods at initial adoption. As the
        Company currently does not engage in hedging activities or derivative
        financial instruments, the adoption of FASB No. 161 did not result in
        addition financial statement disclosure.
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (iv)  | In May 2008, the FASB issued SFAS No. 162, The Hierarchy
        of Generally Accepted Accounting Principles ("SFAS No. 162"). The
        new statement identifies the sources of accounting principles and the
        framework for selecting the principles used in preparing the financial
        statements of nongovernmental entities that are presented in conformity
        with U.S. generally accepted accounting principles (GAAP). SFAS No. 162
        became effective on November 13, 2008 and did not result in a material
        impact on the Company's consolidated financial position or results of
        operations.                                                                                                                                                                                               

|(i) | United States accounting pronouncements
        to be adopted.
|--- | --------------------------------------------------------------
|    |                                                               
|    | (i)                                                           
|    |                                                               
|    | (ii)                                                          

---

|AMARC RESOURCES LTD.                                          
|--------------------------------------------------------------
|Notes to the Consolidated Financial Statements                
|Years ended March 31, 2009, 2008, and 2007                    
|(Expressed in Canadian
      Dollars, unless otherwise stated)

| |       | disclosure requirements to enable the evaluation of
        the nature and financial effects of the business combination. SFAS 141(R)
        is effective for the Companys 2010 fiscal year. Therefore, the Company
        will apply SFAS 141(R) prospectively to all business combinations subsequent
        to March 31, 2009.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (iii) | In February 2008, the FASB issued FASB Staff Position
        ("FSP") SFAS 157-2, "Effective Date of FASB Statement No. 157" ("FSP SFAS
        157-2"). FSP SFAS 157-2 delays the effective date of SFAS No. 157, "Fair
        Value Measurements" ("SFAS 157") to fiscal years beginning after November
        15, 2008 for all non financial assets and non financial liabilities, except
        those that are recognized or disclosed at fair value in the financial
        statements on a recurring basis. As a result of adoption of FSP SFAS 157-2,
        the Company will adopt SFAS 157 for non financial assets and non financial
        liabilities in fiscal 2010. Although the Company will continue to evaluate
        the application of SFAS 157 to non financial assets and nonfinancial liabilities,
        the Company does not expect the adoption of SFAS 157 with respect to non
        financial assets and non financial liabilities will have a material impact
        on its consolidated results of operations, cash flows or financial position.
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (iv)  | In June 2008, the FASB issued Staff Position No. EITF
        03-6-1, Determining Whether Instruments Granted in Share-Based Payment
        Transactions Are Participating Securities ("FSP EITF 03-6-1"). FSP EITF
        03-6-1 provides that unvested share-based payment awards that contain
        non-forfeitable rights to dividends are participating securities and should
        be included in the computation of earnings per share pursuant to the two-class
        method. FSP EITF 03-6-1 is effective for the Companys 2009 fiscal
        year. The Company is currently reviewing the provisions of this standard
        but does not expect the adoption of FSP EITF 03-6-1 to have a material
        effect on its consolidated results of operations, cash flows or financial
        position                                                                                                                                                                                                                                                              
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (v)   | In June 2008, the FASB issued EITF 07-5, "Determining
        Whether an Instrument (or Embedded Feature) Is Indexed to an Entity's
        Own Stock" ("EITF 07-5"). EITF 07-5 provides guidance in assessing whether
        an equity-linked financial instrument (or embedded feature) is indexed
        to an entity's own stock for purposes of determining whether the appropriate
        accounting treatment falls under the scope of SFAS 133, "Accounting For
        Derivative Instruments and Hedging Activities" and/or EITF 00-19, "Accounting
        For Derivative Financial Instruments Indexed to, and Potentially Settled
        in, a Company's Own Stock". EITF 07-5 is effective for financial statements
        issued for the Companys 2009 fiscal year not permitted. The Company
        is currently reviewing the provisions of this standard but does not expect
        the adoption of EITF 07-5 to have a material effect on its consolidated
        results of operations, cash flows or financial position.                                   

---