---

AMARC RESOURCES LTD.
  CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED 
  MARCH 31, 2004, 2003 and 2002

(Expressed in Canadian Dollars)

---

D E V I S S E R G R A YCHARTERED 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 consolidated balance sheets of Amarc Resources
  Ltd. as at March 31, 2004 and 2003, and the consolidated statements of operations
  and deficit and cash flows for each of the years in the three year period ended
  March 31, 2004. 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 in Canada and the United States of America. 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, 2004 and 2003 and the results of its operations and cash flows for each
  of the years in the three year period ended March 31, 2004 in accordance with
  generally accepted accounting principles in Canada.

De Visser Gray

CHARTERED ACCOUNTANTS

Vancouver, British Columbia
  July 19, 2004

COMMENTS BY AUDITORS FOR U.S. READERS ON CANADA  U.S. REPORTING CONFLICT

In the United States, reporting standards for auditors require
  the addition of an explanatory paragraph (following the opinion paragraph) when
  the financial statements are affected by conditions and events that cast substantial
  doubt upon the Company's ability to continue as a going concern, such as those
  referred to in note 1 to these financial statements. Our report to the shareholders
  dated July 19, 2004 is expressed in accordance with Canadian reporting standards
  which do not require a reference to such matters when the uncertainties are
  adequately disclosed in the financial statements.

De Visser Gray

CHARTERED ACCOUNTANTS

Vancouver, British Columbia
  July 19, 2004

---

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

|                                                        |   | March 31   |   |   | March 31   |  
|------------------------------------------------------- | - | ---------- | - | - | ---------- | -
|                                                        |   | 2004       |   |   | 2003       |  
|                                                        |   |            |   |   |            |  
|ASSETS                                                  |   |            |   |   |            |  
|                                                        |   |            |   |   |            |  
|Current assets                                          |   |            |   |   |            |  
|Cash and equivalents                                    | $ | 13,724,673 |   | $ | 9,849      |  
|Marketable securities
      (note 4)                    |   | 125,000    |   |   | 605,050    |  
|Amounts receivable
      and prepaids                   |   | 121,888    |   |   | 256,982    |  
|Balances receivable from related
      parties (note 9) |   | 81,839     |   |   |           |  
|                                                        |   | 14,053,400 |   |   | 871,881    |  
|                                                        |   |            |   |   |            |  
|Equipment(note 5)                                       |   | 60,188     |   |   | 77,225     |  
|Mineral property interests(note 6)                      |   | 73,929     |   |   |           |  
|Reclamation deposit(note 10)                            |   |           |   |   | 70,000     |  
|                                                        |   |            |   |   |            |  
|                                                        | $ | 14,187,517 |   | $ | 1,019,106  |  
|                                                        |   |            |   |   |            |  
|                                                        |   |            |   |   |            |  
|LIABILITIES AND SHAREHOLDERS' EQUITY                    |   |            |   |   |            |  
|                                                        |   |            |   |   |            |  
|Current liabilities                                     |   |            |   |   |            |  
|Accounts payable and
      accrued liabilities          | $ | 182,759    |   | $ | 90,451     |  
|Balances
      payable to related parties (note 9)      |   |           |   |   | 165,550    |  
|                                                        |   | 182,759    |   |   | 256,001    |  
|                                                        |   |            |   |   |            |  
|Shareholders' equity                                    |   |            |   |   |            |  
|Share capital (note
      8(b))                         |   | 20,638,830 |   |   | 8,635,675  |  
|Contributed surplus
      (note 8(e))                   |   | 413,168    |   |   | 5,805      |  
|Deficit                                                 |   | (7,047,240 | ) |   | (7,878,375 | )
|                                                        |   | 14,004,758 |   |   | 763,105    |  
|Nature of operations (note 1)                           |   |            |   |   |            |  
|Commitments (note 13)                                   |   |            |   |   |            |  
|Subsequent events (note 14)                             |   |            |   |   |            |  
|                                                        |   |            |   |   |            |  
|                                                        | $ | 14,187,517 |   | $ | 1,019,106  |  

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



Approved by the Board of Directors



|/s/ Ronald W. Thiessen | /s/ Jeffrey R. Mason
|---------------------- | --------------------
|                       |                     
|Ronald W. Thiessen     | Jeffrey R. Mason    
|Director               | Director            

---

AMARC RESOURCES LTD.Consolidated Statements of Operations
  (Expressed in Canadian Dollars)

|                                                         |   | Years ended
      March 31 |  
|-------------------------------------------------------- | - | -------------------------- | -
|                                                         |   | 2004                       |  
|                                                         |   |                            |  
|Expenses                                                 |   |                            |  
|Conference and travel                                    | $ | 33,404                     |  
|Depreciation                                             |   | 17,037                     |  
|Exploration (note 7)                                     |   | 460,252                    |  
|Exploration
      - stock-based compensation (note 8(c)) |   | 186,935                    |  
|Legal, audit, and accounting                             |   | 53,913                     |  
|Management and consulting                                |   | 79,964                     |  
|Office and administration                                |   | 28,468                     |  
|Salaries and benefits                                    |   | 140,619                    |  
|Shareholder communication                                |   | 21,495                     |  
|Stock-based compensation
      (note 8(c))               |   | 220,428                    |  
|Trust and filing                                         |   | 43,915                     |  
|Gain
      on sale of capital assets                     |   |                           |  
|                                                         |   | 1,286,430                  |  
|                                                         |   |                            |  
|Other items                                              |   |                            |  
|Foreign exchange gain
      (loss)                       |   | (9,621                     | )
|Gain (loss) on sale
      of marketable securities       |   | 2,052,596                  |  
|Government grants (note
      11)                        |   |                           |  
|Interest                                                 |   | 74,590                     |  
|Write
      down of marketable securities                |   |                           |  
|                                                         |   | 2,117,565                  |  
|                                                         |   |                            |  
|Net income (loss) for the year                           | $ | 831,135                    |  
|                                                         |   |                            |  
|Basic and diluted net income (loss)
      per share      | $ | 0.04                       |  
|                                                         |   |                            |  
|Weighted average number                                  |   |                            |  
|of
      common shares outstanding                       |   | 21,421,096                 |  
|                                                         |   |                            |  
|                                                         |   |                            |  
|Consolidated Statements of Deficit                       |   |                            |  
|(Expressed in Canadian Dollars)                          |   |                            |  
|                                                         |   | Years ended March 31       |  
|                                                         |   | 2004                       |  
|Deficit, beginning of year                               | $ | (7,878,375                 | )
|Net income (loss) for the year                           |   | 831,135                    |  
|Deficit, end of year                                     | $ | (7,047,240                 | )

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 (applied to):                    |   | 2004                       |  
|                                                  |   |                            |  
|Operating activities                              |   |                            |  
|Income (loss) for the
      year                  | $ | 831,135                    |  
|Items not involving
      cash                    |   |                            |  
|Common shares received                            |   |                           |  
|Common shares issued for property fees            |   |                           |  
|Depreciation                                      |   | 17,037                     |  
|Gain on sale of capital assets                    |   |                           |  
|Loss (gain) on sale of marketable securities      |   | (2,052,596                 | )
|Stock-based compensation (note 8(c))              |   | 407,363                    |  
|Write down of marketable securities               |   |                           |  
|Changes in non-cash
      working capital items   |   |                            |  
|Amounts receivable and prepaids                   |   | 135,094                    |  
|Balances receivable from and payable to           |   |                            |  
|related parties                                   |   | (247,389                   | )
|Accounts payable and accrued liabilities          |   | 92,308                     |  
|                                                  |   | (817,048                   | )
|                                                  |   |                            |  
|Investing activities                              |   |                            |  
|Proceeds from sale
      of marketable securities |   | 2,657,646                  |  
|Mineral property interests                        |   | (73,929                    | )
|Proceeds from sale
      of capital assets        |   |                           |  
|Purchase of equipment                             |   |                           |  
|Purchase of marketable
      securities           |   | (125,000                   | )
|Reclamation
      deposit (note 10)               |   | 70,000                     |  
|                                                  |   | 2,528,717                  |  
|                                                  |   |                            |  
|Financing activities                              |   |                            |  
|Issuance
      of share capital, net of costs     |   | 12,003,155                 |  
|                                                  |   | 12,003,155                 |  
|                                                  |   |                            |  
|Increase (decrease) in cash and equivalents       |   | 13,714,824                 |  
|Cash and equivalents, beginning of
      year     |   | 9,849                      |  
|                                                  |   |                            |  
|Cash and equivalents, end of year                 | $ | 13,724,673                 |  

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

Supplementary disclosure of non-cash financing and investing activities:

During the year ended March 31, 2003, the Company issued an aggregate of 265,680
  common 
  shares at a value of $53,699 for property fees. The Company also recorded 7,000,000
  common 
  shares of Expatriate Resources Ltd. at a value of $1.3 million. Refer to note
  6(c).

---

|AMARC RESOURCES LTD.
      Notes to the Consolidated Financial Statements 
      For the year ended March 31, 2004
      (Expressed in Canadian Dollars)
|--------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                        

|1.  | NATURE 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 exploration of mineral properties.
        Its principal mineral property interests are located in British Columbia,
        Canada, and Durango State, Mexico.                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | 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 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 financial statements
        have been prepared in accordance with Canadian generally accepted accounting
        principles, and are reconciled to United States generally accepted accounting
        principles in note 15. These consolidated financial statements include
        the accounts of the Company and its wholly owned subsidiaries, Compania
        Minera Amarc, S.A. de C.V. and Amarc Exploraciones Mineras, S.A. de C.V.,
        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 (note 6).
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|3.  | SIGNIFICANT ACCOUNTING
        POLICIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(a) | Cash and 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) | Marketable securities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | Marketable securities are
        recorded at the lower of cost and quoted market value.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(c) | Equipment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | Equipment is recorded at
        cost and is depreciated over its estimated useful life using the declining
        balance method at various rates ranging from 20% to 30% per annum.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(d) | Reclamation deposits                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | Reclamation deposits are
        recorded at cost (note 10).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

---

|AMARC RESOURCES LTD.
      Notes to the Consolidated Financial Statements 
      For the year ended March 31, 2004
      (Expressed in Canadian Dollars)
|--------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                        

|(e) | Mineral property interests                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    | The acquisition costs of mineral properties are
        deferred until the properties are placed into production, sold or abandoned.
        These deferred 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 allowed to lapse or
        are abandoned. If the deferred mineral property costs are determined not
        to be recoverable over the estimated useful life or are less than estimated
        fair market value, the unrecoverable portion is charged to earnings 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   
|(f) | Share capital                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   
|    | Common shares issued for mineral property interests
        are recorded at the 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
        as 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   
|(g) | Share-based compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   
|    | Subsequent to April 1, 2002, the Company accounts
        for all non-cash share-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, share-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 share-based payments
        is periodically re-measured until counterparty performance is complete,
        and any change therein is recognized over the period and in the same manner
        as if the Company had paid cash instead of paying with or using equity
        instruments. The cost of non-cash share-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.

---

|AMARC RESOURCES LTD.
      Notes to the Consolidated Financial Statements 
      For the year ended March 31, 2004
      (Expressed in Canadian Dollars)
|--------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                        

|    | Prior to April 1, 2003, no compensation cost was
        required to be recorded for all other non-cash share-based employee compensation
        awards. Pursuant to new accounting standards issued by the Canadian Institute
        of Chartered Accountants, the Company commenced recording non-cash share-based
        payments to employees using the fair value method on a prospective basis
        effective April 1, 2003. There has been no effect on any prior periods
        presented.                                                                                                                                                                                                                                                                                                
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    | Consideration received by the Company upon the exercise
        of share purchase options, and the stock-based compensation previously
        credited to contributed surplus related to such options, is credited to
        share capital.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   
|(h) | 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 depreciation of equipment, as well as the
        assumptions used in determining the fair value of non-cash share-based
        compensation. Actual results could differ from those estimates.
|   
|(i) | 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 depreciation, are translated at average exchange rates for the
        period. Depreciation is translated at the same exchange rates as the assets
        to which it relates.                                                                                                                                     
|   
|    | Foreign exchange gains or losses are expensed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   
|(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.                                                                                                                                                                                                                                                        

---

|AMARC RESOURCES LTD.
      Notes to the Consolidated Financial Statements 
      For the year ended March 31, 2004
      (Expressed in Canadian Dollars)
|--------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                        

|    | Future income tax assets
        also result from unused loss carryforwards 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.                                           
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | The Company's accounting
        policy for future income taxes currently has no effect on the financial
        statements of any of the periods presented.                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(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.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | Diluted loss per share has
        not been presented as the effect of outstanding options and warrants would
        be anti-dilutive.                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(l) | Fair value of financial
        instruments                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | The carrying values of cash
        and equivalents, amounts receivable, and accounts payable and accrued
        liabilities approximate their fair value due to their short term nature.
        The Company is not exposed to significant credit risk or interest rate
        risk.                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(m) | 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.  | MARKETABLE SECURITIES                                                                                                                                                                                                                                                                                                                                                                                                                         

| |                                               | Number    |  |   |            |  |   |             
| | --------------------------------------------- | --------- |  | - | ---------- |  | - | ------------
| |                                               | of Shares |  |   | Book value |  |   | Market value
| | March 31, 2004                                |           |  |   |            |  |   |             
| | Expatriate Resources
      Ltd. common shares | 250,000   |  | $ | 125,000    |  | $ | 112,500     
| | StrataGold
      Corporation common shares    | 206,093   |  |   |           |  |   | 84,498      
| |                                               |           |  |   |            |  |   |             
| | March 31, 2003                                |           |  |   |            |  |   |             
| | Expatriate Resources Ltd. common
      shares | 6,050,500 |  | $ | 605,050    |  | $ | 605,050     

| | The common shares of StrataGold Corporation ("StrataGold")
        were acquired pursuant to the sale by Expatriate Resources Ltd. ("Expatriate")
        of its gold property assets to its wholly-owned subsidiary, Stratagold,
        and the subsequent divestiture of Stratagold shares by Expatriate to the
        existing
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

|AMARC RESOURCES LTD.
      Notes to the Consolidated Financial Statements 
      For the year ended March 31, 2004
      (Expressed in Canadian Dollars)
|--------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                        

|   | shareholders of Expatriate on a pro-rata basis.
        In November 2003, the Company received 702,093 unrestricted common shares
        of StrataGold from Expatriate pursuant to this divestiture.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|  
|5. | EQUIPMENT                                                                                                                                                                                            

| |                      |   |         |  |   | Accumulated  |  |   | Net Book | 
| | -------------------- | - | ------- |  | - | ------------ |  | - | -------- | 
| |                      |   | Cost    |  |   | Depreciation |  |   | Value    | 
| | March 31, 2004       |   |         |  |   |              |  |   |          | 
| | Automotive           | $ | 24,514  |  | $ | 14,058       |  | $ | 10,456   | 
| | Site equipment       |   | 77,551  |  |   | 27,819       |  |   | 49,732   | 
| |                      | $ | 102,065 |  | $ | 41,877       |  | $ | 60,188   | 
| |                      |   |         |  |   |              |  |   |          | 
| | March 31, 2003       |   |         |  |   |              |  |   |          | 
| | Automotive           | $ | 24,514  |  | $ | 9,576        |  | $ | 14,938   | 
| | Site
      equipment |   | 77,551  |  |   | 15,264       |  |   | 62,287   | 
| |                      | $ | 102,065 |  | $ | 24,840       |  | $ | 77,225   | 

|6. | MINERAL PROPERTY INTERESTS
|-- | --------------------------

| | Acquisition Costs         |   |          |  |   |          |  |   |        | 
| | ------------------------- | - | -------- |  | - | -------- |  | - | ------ | 
| | British Columbia, Canada  |   | Buck     |  |   | RAD      |  |   |        | 
| |                           |   | Property |  |   | Property |  |   | Total  | 
| |                           |   |          |  |   |          |  |   |        | 
| | Balance at March 31, 2004 | $ | 65,929   |  | $ | 8,000    |  | $ | 73,929 | 

|(a) | British Columbia, Canada                                                                                                                                                                                                                                                                                                   
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    | In January 2004, Amarc entered into agreements to
        acquire 100% interests in each of the Buck, RAD, Sitka and Bob and JMD
        mineral properties, subject to regulatory approvals.                                                                                                                              
|   
|    | The 4,750 hectare Buckclaims, located 20
        kilometres south of Houston, were acquired by reimbursing the optionee
        $65,929, which represents the cost of staking the property and line cutting
        to establish a survey grid over it.                                                                    
|   
|    | The 2,000 hectare RADclaims, located 250
        kilometres west of Williams Lake, were acquired from United Mineral Services
        Ltd., a private company owned by a director of the Company, by reimbursing
        the $8,000 staking cost.                                                                          
|   
|    | The 1,275 hectare SitkaGold Property ("Sitka"),
        located 30 kilometres northeast of Port Hardy, was acquired subsequent
        to the year end and after receipt of regulatory approvals, by paying $20,000
        in cash and issuing 80,000 shares of the Company.                                              
|   
|    | The 1,200 hectare Boband the adjacent 100
        hectare JMDproperties, located 80 km west of Quesnel, were acquired
        subsequent to the year end after receipt of regulatory approvals by issuing
        200,000 shares of the Company, to a prospecting partnership. Of these
        200,000 shares, 50,000 will

---

|AMARC RESOURCES LTD.
      Notes to the Consolidated Financial Statements 
      For the year ended March 31, 2004
      (Expressed in Canadian Dollars)
|--------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                        

|    | be held in escrow until the Company has reached
        a third party joint venture agreement or has completed a total of $250,000
        in exploration expenditures.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    | In February and March 2004, the Company entered
        into agreements to acquire the 2,000 hectare CrystalProperty,
        the 2,000 hectare OrrProperty, and the 2,175 hectare JimProperty
        by agreeing to pay the costs of staking. The Crystal and Orr claims are
        located approximately 45 kilometres southeast and 35 kilometres southeast
        of the town of 100 Mile House respectively, and the Jim Property is located
        6 kilometres northeast of Horsefly. Subsequently, the Company staked four
        mineral claims to this property.                                                                                                                                                                                                                                                                                                                                                                                                                       
|   
|    | In March 2004, the Company entered into an agreement
        to acquire the 6,400 hectare GBRProperty (formerly known as the
        Wolverine Property) located approximately 70 kilometres northwest of Dease
        Lake. Amarc has the option to acquire a 100% interest in the mineral claims,
        subject to a net smelter royalty, from the Iskut North Syndicate by making
        cash payments totaling $225,000 (of which $15,000 was paid subsequent
        to year end) and issuing 450,000 shares (of which 30,000 were issued subsequent
        to the year end).                                                                                                                                                                                                                                                                                                                                                                                                               
|   
|(b) | Durango State, Mexico 
        Inde Property                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   
|    | The Inde Property ("the Property") comprises approximately
        270 hectares and consists of five mineral concessions, of which three
        are owned outright by the Company and two are held under option. The Company
        was assigned its interest in the Property in November 2001 from Hunter
        Dickinson Group Inc., ("HDGI"), a private company related by certain directors
        in common, in consideration for US$475,000, which was paid during the
        2002 fiscal year. The Company also assumed the position of HDGI in the
        option agreement to acquire two of the claims from the underlying vendor
        which, as amended during the current fiscal year, will require future
        semi-annual payments of US$125,000 commencing in December, 2003 until
        a required balloon payment of US$3.0 million in June 2006. These two claims
        carry a net smelter returns royalty of 4%, capped at an aggregate of US$2.0
        million.
|   
|    | During the 2003 fiscal year, the Company paid finder's
        fees in connection with the Property of $43,393 and 265,680 common shares,
        and also paid the underlying property vendor US$25,000 (2002  US$125,000)
        in connection with the option agreement assigned from HDGI. No further
        finder's fees are owed on this property.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   
|    | In December 2003, and concurrent with the amendment
        to the underlying option agreement, the Company optioned the Property
        to Minera Bugambilias, S.A. de C.V. ("Bugambilias"). Bugambilias can earn
        up to a 70% interest in the Inde Property by exercising two options. Under
        the First Option, Bugambilias can earn a 51% interest by incurring $2.2
        million in expenditures on the property within three years (of which $100,000
        must be spent in the first year, $500,000 in the second year and a further
        $1.6 million in the third year). Bugambilias must also make all required
        option payments to the underlying property vendor for the first year.                                                                                                                                                                                                                                                                        

---

|AMARC RESOURCES LTD.
      Notes to the Consolidated Financial Statements 
      For the year ended March 31, 2004
      (Expressed in Canadian Dollars)
|--------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                        

|(c) | Manitoba, Canada 
      Fox River Property                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    | By an agreement dated November 15, 2001, the Company
        acquired the right to participate in the Fox River Project by investing
        in, and becoming a general partner of, a limited partnership which held
        an option to acquire property interests comprising four Special Exploration
        Permits located near Thompson, Manitoba.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   
|    | The Fox River Property comprised two permits covering
        285,588 hectares owned 100% by Falconbridge Limited ("Falconbridge") and
        two permits covering 28,392 hectares which were subject to an option agreement
        between Falconbridge and W. Bruce Dunlop Limited NPL. The Fox River Project
        option rights held by the partnership entitled it to earn a 60% interest
        in the Project by expending an aggregate of $12.5 million prior to December
        31, 2005, subject to Falconbridge's right to back-in to a 60% interest
        by completing and financing a bankable feasibility study and by arranging
        financing and completion guarantees for mine development. The expenditures
        were to be made at the rate of $2.5 million per year, with the completion
        date of the first year's amount extended to September 30, 2002, which
        the Company met.
|   
|    | The other significant general partner of the limited
        partnership was initially Expatriate Resources Ltd. ("Expatriate"), an
        unrelated public company. Expatriate's departure from the limited partnership
        resulted in it surrendering its interest to HDGI and issuing to HDGI 7
        million common shares, which shares were then allotted to the Company
        during the comparative fiscal year at a value of $1.3 million. Refer to
        note 9(b).                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   
|    | During the year ended March 31, 2003, the Company
        sought an extension to earn an interest in the Fox River property, which
        was not agreed to by Falconbridge. In January 2003, the Company terminated
        its option to earn the joint venture interest from Falconbridge Limited
        on the Fox River Project.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   
|(d) | Other Properties                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | 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.
        The Company has neither active exploration programs nor does it plan to
        undertake any new programs on these properties at the present time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

---

|AMARC RESOURCES LTD.
      Notes to the Consolidated Financial Statements 
      For the year ended March 31, 2004
      (Expressed in Canadian Dollars)
|--------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                        

|7. | EXPLORATION EXPENSES
|-- | --------------------

| |                                  |   |               |   |   | British    |  |   |            |   |   | Year ended |  
| | -------------------------------- | - | ------------- | - | - | ---------- |  | - | ---------- | - | - | ---------- | -
| |                                  |   | Mexico - Inde |   |   | Columbia   |  |   | Fox River  |   |   | March 31,  |  
| | Year ended March 31, 2004        |   | Property      |   |   | Properties |  |   | Property   |   |   | 2004       |  
| | Assays and analysis              | $ | 575           |   | $ | 115,087    |  | $ |           |   | $ | 115,662    |  
| | Engineering                      |   |              |   |   | 6,431      |  |   |           |   |   | 6,431      |  
| | Equipment rental                 |   | 1,119         |   |   | 1,446      |  |   |           |   |   | 2,565      |  
| | Geological                       |   | 3,964         |   |   | 287,284    |  |   |           |   |   | 291,248    |  
| | Graphics                         |   |              |   |   | 7,197      |  |   |           |   |   | 7,197      |  
| | Helicopter                       |   |              |   |   | 2,302      |  |   |           |   |   | 2,302      |  
| | Property fees/assessment         |   | (6,051        | ) |   | 500        |  |   |           |   |   | (5,551     | )
| | Site activities                  |   | 24,361        |   |   | 15,055     |  |   | 662        |   |   | 40,078     |  
| | Travel and accommodation         |   | 238           |   |   | 82         |  |   |           |   |   | 320        |  
| | Incurred during the year         |   | 24,206        |   |   | 435,384    |  |   | 662        |   |   | 460,252    |  
| | Cumulative exploration expenses, |   |               |   |   |            |  |   |            |   |   |            |  
| | beginning of year                |   | 2,323,210     |   |   |           |  |   | 1,810,526  |   |   | 4,133,736  |  
| |                                  |   |               |   |   |            |  |   |            |   |   |            |  
| | Cumulative exploration expenses, |   |               |   |   |            |  |   |            |   |   |            |  
| | end of year                      | $ | 2,347,416     |   | $ | 435,384    |  | $ | 1,811,188  |   | $ | 4,593,988  |  
| |                                  |   |               |   |   |            |  |   |            |   |   |            |  
| |                                  |   |               |   |   |            |  |   |            |   |   |            |  
| |                                  |   |               |   |   | British    |  |   |            |   |   | Year ended |  
| |                                  |   | Mexico - Inde |   |   | Columbia   |  |   | Fox River  |   |   | March 31,  |  
| | Year ended March 31, 2003        |   | Property      |   |   | Properties |  |   | Property   |   |   | 2003       |  
| | Assays and analysis              | $ | 51,273        |   | $ |           |  | $ | 15,582     |   | $ | 66,855     |  
| | Drilling                         |   | 467,227       |   |   |           |  |   | 170,756    |   |   | 637,983    |  
| | Engineering                      |   | 3,940         |   |   |           |  |   | 1,140      |   |   | 5,080      |  
| | Equipment rental                 |   | 24,588        |   |   |           |  |   | 5,756      |   |   | 30,344     |  
| | Freight                          |   | 13,071        |   |   |           |  |   | 663        |   |   | 13,734     |  
| | Geological                       |   | 297,126       |   |   |           |  |   | 198,247    |   |   | 495,373    |  
| | Government grants                |   |              |   |   |           |  |   | (97,438    | ) |   | (97,438    | )
| | Graphics                         |   | 29,519        |   |   |           |  |   | 1,633      |   |   | 31,152     |  
| | Helicopter                       |   |              |   |   |           |  |   | 70,097     |   |   | 70,097     |  
| | Option earn-in rights            |   |              |   |   |           |  |   | (1,300,000 | ) |   | (1,300,000 | )
| | Option payments                  |   | 45,078        |   |   |           |  |   |           |   |   | 45,078     |  
| | Property fees/assessment         |   | 121,301       |   |   |           |  |   | (5,128     | ) |   | 116,173    |  
| | Site activities                  |   | 226,417       |   |   |           |  |   | 22,973     |   |   | 249,390    |  
| | Travel and accommodation         |   | 34,078        |   |   |           |  |   | 7,431      |   |   | 41,509     |  
| | Incurred during the year         |   | 1,313,618     |   |   |           |  |   | (908,288   | ) |   | 405,330    |  
| | Cumulative exploration expenses, |   |               |   |   |            |  |   |            |   |   |            |  
| | beginning of year                |   | 1,009,592     |   |   |           |  |   | 2,718,814  |   |   | 3,728,406  |  
| |                                  |   |               |   |   |            |  |   |            |   |   |            |  
| | Cumulative exploration expenses, |   |               |   |   |            |  |   |            |   |   |            |  
| | end of year                      | $ | 2,323,210     |   | $ |           |  | $ | 1,810,526  |   | $ | 4,133,736  |  

---

|AMARC RESOURCES LTD.
      Notes to the Consolidated Financial Statements 
      For the year ended March 31, 2004
      (Expressed in Canadian Dollars)
|--------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                        

|8.  | SHARE CAPITAL                                                                                         
|--- | ------------------------------------------------------------------------------------------------------
|    |                                                                                                       
|(a) | Authorized share capital                                                                              
|    |                                                                                                       
|    | The Company's authorized share capital consists of 100,000,000
      common shares, without par value.
|    |                                                                                                       
|(b) | Issued and outstanding common shares                                                                  

| |                                                           |       |  | Number of  |  |   |            | 
| | --------------------------------------------------------- | ----- |  | ---------- |  | - | ---------- | 
| | Common shares issued:                                     | Price |  | Shares     |  |   | Amount     | 
| | Balance March 31, 2001                                    |       |  | 9,770,000  |  | $ | 6,541,359  | 
| | Issued during fiscal 2002                                 |       |  |            |  |   |            | 
| | Private placement, January 2002 (net of issue costs)      | $0.40 |  | 2,500,000  |  |   | 913,649    | 
| | Private
      placement, March 2002 (net of issue costs)  | $0.40 |  | 2,500,000  |  |   | 905,744    | 
| | Balance March 31, 2002                                    |       |  | 14,770,000 |  |   | 8,360,752  | 
| | Issued during fiscal 2003                                 |       |  |            |  |   |            | 
| | Warrants exercised                                        | $0.40 |  | 87,500     |  |   | 35,000     | 
| | Property option payment,
      September 2002             | $0.42 |  | 25,500     |  |   | 10,467     | 
| | Property option payment,
      October 2002               | $0.18 |  | 240,180    |  |   | 43,232     | 
| | Private
      placement, August 2002 (net of issue costs) | $0.60 |  | 345,710    |  |   | 186,224    | 
| | Balance March 31, 2003                                    |       |  | 15,468,890 |  |   | 8,635,675  | 
| | Issued during fiscal 2004                                 |       |  |            |  |   |            | 
| | Options exercised                                         | $0.18 |  | 30,000     |  |   | 5,400      | 
| | Options exercised                                         | $0.31 |  | 215,000    |  |   | 66,650     | 
| | Options exercised                                         | $0.48 |  | 513,000    |  |   | 246,240    | 
| | Warrants exercised                                        | $0.40 |  | 2,412,500  |  |   | 965,000    | 
| | Warrants exercised                                        | $0.50 |  | 2,500,000  |  |   | 1,250,000  | 
| | Warrants exercised                                        | $0.73 |  | 32,167     |  |   | 23,482     | 
| | Private placement,
      October 2003 (i)                 | $0.30 |  | 13,000,000 |  |   | 3,849,889  | 
| | Private placement,
      December 2003 (ii)               | $0.55 |  | 8,002,084  |  |   | 4,189,297  | 
| | Private
      placement, March 2004 (iii)                 | $0.75 |  | 2,000,000  |  |   | 1,407,197  | 
| | Balance March 31, 2004                                    |       |  | 44,173,641 |  | $ | 20,638,830 | 

| | (i)  | On October 31, 2003 the Company announced a private
        placement of 13,000,000 units, of which 5,047,000 were flow-through units
        and 7,953,000 were non flow-through units, at a price of $0.30 per unit.
        Each unit was comprised of one common share and one share purchase warrant
        exercisable to purchase a common share at a price of $0.34 for a two year
        period. The warrants are subject to a 45 day accelerated expiry if the
        closing trade price of the Company's common shares on the TSX Venture
        Exchange is at least Cdn$0.68 for any ten consecutive trading days. This
        placement completed on December 31, 2003 (note 8(d)), and the Company
        incurred $50,111 in share issue costs in respect to it.
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii) | In December 2003, the Company announced and completed
        a private placement of 8,002,084 units, of which 4,397,906 were flow-through
        and 3,604,178 were non flow- through, at a price of $0.55 per unit. Each
        unit was comprised of one common share and one share purchase warrant
        exercisable to purchase a common share at a price of $0.60 for a one year
        period. The warrants are subject to a 45 day accelerated expiry if, for
        any period of ten consecutive trading days following the expiry of the
        four month hold period, the                                                                                                                                                                                         

---

|AMARC RESOURCES LTD.
      Notes to the Consolidated Financial Statements 
      For the year ended March 31, 2004
      (Expressed in Canadian Dollars)
|--------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                        

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | closing price of the Company's common shares on
        the TSX Venture Exchange is at least Cdn$1.10. The Company incurred share
        issue costs of $211,849 in connection with this financing.                                                                                                                                                                                                                                                                                                                                                                                                         
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | On March 9, 2004, the Company completed a private
        placement of 2,000,000 units at a price of $0.75 per unit. Each unit was
        comprised of one common share and one share purchase warrant (note 8(d)),
        exercisable to purchase a common share at a price of $0.85 for a one year
        period. The warrants are subject to a 45 day accelerated expiry if, for
        any period of ten consecutive trading days following the expiry of the
        four month hold period, the closing price of the Company's common shares
        on the TSX Venture Exchange is at least $1.50.
|   
|    | Subsequent to March 31, 2004, 80,000
        shares were issued to an independent prospector to acquire the Sitka Gold
        Property, 150,000 common shares were issued to a third party prospecting
        partnership to acquire the Bob and JMD properties and 30,000 common shares
        were issued to a syndicate to acquire the GBR Property (note 6(a)).                                                                                                                                                                                                                                                                                                                                                                                                          
|   
|(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 2,970,000 share purchase options, vesting over up to two
        years, subject to regulatory terms and approval, to its employees, officers,
        directors and consultants. The exercise price of each option can 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 30 days following the termination of the optionee's
        employment, except in the case of retirement or death.
|   
|    | The continuity of share purchase options
        for the year ended March 31, 2004 is:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

| |                      | Exercise |  |   | Mar. 31   |  |   |           |  |   |           |   |   | Expired/   |   |   | Mar. 31   | 
| | -------------------- | -------- |  | - | --------- |  | - | --------- |  | - | --------- | - | - | ---------- | - | - | --------- | 
| | Expiry date          | Price    |  |   | 2003      |  |   | Granted   |  |   | Exercised |   |   | Cancelled  |   |   | 2004      | 
| | April 5, 2003        | $0.56    |  |   | 1,200,000 |  |   |          |  |   |          |   |   | (1,200,000 | ) |   |          | 
| | January 30, 2004     | $0.48    |  |   | 667,000   |  |   |          |  |   | (513,000  | ) |   | (154,000   | ) |   |          | 
| | December 20, 2004    | $0.18    |  |   | 97,000    |  |   |          |  |   | (30,000   | ) |   |           |   |   | 67,000    | 
| | May 9, 2005          | $0.17    |  |   |          |  |   | 7,000     |  |   |          |   |   |           |   |   | 7,000     | 
| | March 21, 2005       | $0.31    |  |   |          |  |   | 2,253,000 |  |   | (215,000  | ) |   | (5,000     | ) |   | 2,033,000 | 
| | March 21, 2005       | $0.36    |  |   |          |  |   | 25,500    |  |   |          |   |   |           |   |   | 25,500    | 
| | March 21, 2005       | $0.49    |  |   |          |  |   | 73,000    |  |   |          |   |   |           |   |   | 73,000    | 
| |                      |          |  |   | 1,964,000 |  |   | 2,358,500 |  |   | (758,000  | ) |   | (1,359,000 | ) |   | 2,205,500 | 
| | Weighted average     |          |  |   |           |  |   |           |  |   |           |   |   |            |   |   |           | 
| | exercise
      price |          |  | $ | 0.51      |  | $ | 0.32      |  | $ | 0.42      |   | $ | 0.55       |   | $ | 0.31      | 

| | The weighted-average contractual remaining life of share purchase options
        is 0.97 years.
      Subsequent to March 31, 2004, 35,000 share purchase options were exercised
        at $0.31.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

|AMARC RESOURCES LTD.
      Notes to the Consolidated Financial Statements 
      For the year ended March 31, 2004
      (Expressed in Canadian Dollars)
|--------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                        

| | The continuity of share purchase options for the year ended March 31,
      2003 is:
| | ------------------------------------------------------------------------------------

| |                      | Exercise |  |   | Mar. 31   |  |   |         |  |   |           |  |   | Expired/  |   |   | Mar. 31   | 
| | -------------------- | -------- |  | - | --------- |  | - | ------- |  | - | --------- |  | - | --------- | - | - | --------- | 
| | Expiry date          | Price    |  |   | 2002      |  |   | Granted |  |   | Exercised |  |   | Cancelled |   |   | 2003      | 
| | April 5, 2003 (i)    | $0.56    |  |   | 1,200,000 |  |   |        |  |   |          |  |   |          |   |   | 1,200,000 | 
| | January 30, 2004     | $0.48    |  |   | 688,000   |  |   |        |  |   |          |  |   | (21,000   | ) |   | 667,000   | 
| | December 20, 2004    | $0.18    |  |   |          |  |   | 97,000  |  |   |          |  |   |          |   |   | 97,000    | 
| |                      |          |  |   | 1,888,000 |  |   | 97,000  |  |   |          |  |   | (21,000   | ) |   | 1,964,000 | 
| | Weighted average     |          |  |   |           |  |   |         |  |   |           |  |   |           |   |   |           | 
| | exercise
      price |          |  | $ | 0.53      |  | $ | 0.18    |  | $ |          |  | $ | 0.48      |   | $ | 0.51      | 

| | The exercise prices of all share purchase options
        granted during the period were equal to the market price at the grant
        date. Using an option pricing model with the assumptions noted below,
        the estimated fair value of all options granted during the period have
        been reflected in the statement of operations as follows:
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |                                                         |   | Year ended    |  |   | Year ended    | 
| | ------------------------------------------------------- | - | ------------- |  | - | ------------- | 
| |                                                         |   | Mar. 31, 2004 |  |   | Mar. 31, 2003 | 
| | Exploration                                             |   |               |  |   |               | 
| | Engineering                                             | $ | 32,130        |  | $ |              | 
| | Environmental,
      socioeconomic and land             |   | 8,682         |  |   |              | 
| | Geological                                              |   | 146,123       |  |   |              | 
| |                                                         |   | 186,935       |  |   |              | 
| | Office and administration                               |   | 220,428       |  |   | 5,805         | 
| | Total compensation cost recognized
      in operations, |   |               |  |   |               | 
| | credited
      to contributed surplus                   | $ | 407,363       |  | $ | 5,805         | 

| | The assumptions used to estimate the fair value of options granted during
      the year were:
| | ----------------------------------------------------------------------------------------------

| |  | Risk free interest rate              | 3%         | 
| |  | ------------------------------------ | ---------- | 
| |  | Weighted average expected life       | 1.4 years  | 
| |  | Vesting period                       | 06 months | 
| |  | Weighted average expected volatility | 103%       | 
| |  | Expected dividends                   | nil        | 

---

|AMARC RESOURCES LTD.
      Notes to the Consolidated Financial Statements 
      For the year ended March 31, 2004
      (Expressed in Canadian Dollars)
|--------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                        

|(d) | Share purchase warrants                                                                                                                
|--- | ---------------------------------------------------------------------------------------------------------------------------------------
|   
|    | The continuity of share purchase warrants (each warrant exercisable into
      one common share) for the year ending March 31, 2004 is:

| |                         |   | Exercise |  |   | Mar. 31   |  |   |            |  |   |            |   |   | Expired/  |   |   | Mar. 31    | 
| | ----------------------- | - | -------- |  | - | --------- |  | - | ---------- |  | - | ---------- | - | - | --------- | - | - | ---------- | 
| | Expiry date             |   | Price    |  |   | 2003      |  |   | Issued     |  |   | Exercised  |   |   | Cancelled |   |   | 2004       | 
| | December 27, 2003 (ii)  | $ | 0.73     |  |   | 345,710   |  |   |           |  |   | (32,167    | ) |   | (313,543  | ) |   |           | 
| | December 31, 2003 (iii) | $ | 0.50     |  |   | 200,000   |  |   |           |  |   |           |   |   | (200,000  | ) |   |           | 
| | January 7, 2004 (i)     | $ | 0.40     |  |   | 2,412,500 |  |   |           |  |   | (2,412,500 | ) |   |          |   |   |           | 
| | March 8, 2004 (iv)      | $ | 0.50     |  |   | 2,500,000 |  |   |           |  |   | (2,500,000 | ) |   |          |   |   |           | 
| | December 31, 2004       | $ | 0.60     |  |   |          |  |   | 8,002,084  |  |   |           |   |   |          |   |   | 8,002,084  | 
| | March 9, 2005           | $ | 0.85     |  |   |          |  |   | 2,000,000  |  |   |           |   |   |          |   |   | 2,000,000  | 
| | December 31, 2005       | $ | 0.34     |  |   |          |  |   | 13,000,000 |  |   |           |   |   |          |   |   | 13,000,000 | 
| |                         |   |          |  |   | 5,458,210 |  |   | 23,002,084 |  |   | (4,944,667 | ) |   | (513,543  | ) |   | 23,002,084 | 
| | Weighted average        |   |          |  |   |           |  |   |            |  |   |            |   |   |           |   |   |            | 
| | exercise
      price    |   |          |  | $ | 0.47      |  | $ | 0.47       |  | $ | 0.45       |   | $ | 0.64      |   | $ | 0.47       | 

| | The continuity of share purchase warrants (each warrant exercisable into
      one common share) for the year ended March 31, 2003 is:
| | --------------------------------------------------------------------------------------------------------------------------------------

| |                         |   | Exercise |  |   | Mar. 31   |  |   |         |  |   |           |   |   | Expired/  |  |   | Mar. 31   | 
| | ----------------------- | - | -------- |  | - | --------- |  | - | ------- |  | - | --------- | - | - | --------- |  | - | --------- | 
| | Expiry date             |   | Price    |  |   | 2002      |  |   | Issued  |  |   | Exercised |   |   | Cancelled |  |   | 2003      | 
| | January 7, 2003         | $ | 0.40     |  |   | 87,500    |  |   |        |  |   | (87,500   | ) |   |          |  |   |          | 
| | September 8, 2003       | $ | 0.50     |  |   | 2,500,000 |  |   |        |  |   |          |   |   |          |  |   | 2,500,000 | 
| | December 27, 2003 (ii)  | $ | 0.73     |  |   |          |  |   | 345,710 |  |   |          |   |   |          |  |   | 345,710   | 
| | December 31, 2003 (iii) | $ | 0.50     |  |   | 200,000   |  |   |        |  |   |          |   |   |          |  |   | 200,000   | 
| | January 7, 2004 (i)     | $ | 0.40     |  |   | 2,412,500 |  |   |        |  |   |          |   |   |          |  |   | 2,412,500 | 
| |                         |   |          |  |   | 5,200,000 |  |   | 345,710 |  |   | (87,500   | ) |   |          |  |   | 5,458,210 | 
| | Weighted average        |   |          |  |   |           |  |   |         |  |   |           |   |   |           |  |   |           | 
| | exercise
      price    |   |          |  | $ | 0.45      |  | $ | 0.73    |  | $ | 0.40      |   | $ |          |  | $ | 0.47      | 

| | (i)                                                                                                                                                                                  | In December 2002, the TSX Venture Exchange gave
        approval for 2,412,500 warrants to have their original expiry dates of
        January 7, 2003 and July 7, 2003 extended to January 7, 2004.                                                                                                                                                                                                 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii)                                                                                                                                                                                 | Each share purchase warrant entitles the holder
        to purchase an additional common share at a price of $0.73 until December
        27, 2003. The share purchase warrants are subject to a 45-day accelerated
        expiry if the closing price of the common shares of the Company as traded
        on the TSX Venture Exchange is at least $1.10 for ten consecutive trading
        days.
| | (iii)                                                                                                                                                                                | In December 2002, the Company amended the exercise
        price of 200,000 warrants from their original price of $1.00 to $0.50.                                                                                                                                                                                                                                                                    
| | (iv)                                                                                                                                                                                 | In September 2003, the TSX Venture Exchange gave
        approval to extend the expiry date of 2,500,000 share purchase warrants
        from September 8, 2003 to March 8, 2004.                                                                                                                                                                                                                    
| |                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                      
| | The contractual remaining
        life of share purchase warrants is 1.33 years.
      Subsequent to March 31, 2004, 356,668 share purchase
        warrants were exercised at $0.34

---

|AMARC RESOURCES LTD.
      Notes to the Consolidated Financial Statements 
      For the year ended March 31, 2004
      (Expressed in Canadian Dollars)
|--------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                        

|(e) | Contributed surplus
|--- | -------------------

| | Balance, March 31, 2002                             | $ |        | 
| | --------------------------------------------------- | - | ------- | 
| | Changes during 2003:                                |   |         | 
| | Non-cash share-based
      compensation (note 7(c)) |   | 5,805   | 
| | Contributed surplus, March 31, 2003                 |   | 5,805   | 
| | Changes during 2004:                                |   |         | 
| | Non-cash
      share-based compensation (note 7(c)) |   | 407,363 | 
| | Contributed surplus, March 31, 2004                 | $ | 413,168 | 

|9. | RELATED PARTY BALANCES AND TRANSACTIONS
|-- | ---------------------------------------

| |                                           |   | As at March
      31       |  
| | ----------------------------------------- | - | -------------------------- | -
| | Balances receivable (payable)             |   | 2004                       |  
| | Hunter
      Dickinson Inc. (a)           | $ | 85,263                     |  
| | Hunter
      Dickinson Group Inc. (b)     |   | (3,424                     | )
| | Anooraq
      Resources Corporation (c)   |   |                           |  
| | Farallon
      Resources Ltd. (d)         |   |                           |  
| | Total                                     | $ | 81,839                     |  
| |                                           |   |                            |  
| |                                           |   | Years ended
      March 31 |  
| | Transactions                              |   | 2004                       |  
| | Services rendered and expenses reimbursed |   |                            |  
| | Hunter
      Dickinson Inc. (a)           | $ | 502,474                    |  
| | Hunter
      Dickinson Group Inc. (b)     |   | 12,800                     |  
| | C.E.C.
      Engineering Ltd. (c)         |   |                           |  
| | Property acquisitions                     |   |                            |  
| | United
      Mineral Services Ltd. (d)    |   | 73,929                     |  

| | (a) | Hunter Dickinson Inc. ("HDI") and its wholly-owned
        subsidiaries are private companies with certain directors in common that
        provide geological, technical, corporate development, administrative and
        management services to, and incur third party costs on behalf of, the
        Company on a full cost recovery basis pursuant to an agreement dated December
        31, 1996. Balances receivable from (payable to) Hunter Dickinson Inc.
        have arisen in the normal course of exploration work on the Company's
        mineral properties and from the provision of ongoing administrative services.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) | Hunter Dickinson Group Inc. ("HDGI") is a private
        company with certain directors in common that provides consulting services
        at market rates to the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| | (c) | C.E.C. Engineering Ltd. is a private company controlled
        by a director, that provides engineering and project management services
        to the Company based on the fair market value of those services.                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| | (d) | United Mineral Services Ltd. ("UMS") is a private
        company owned by a director. The Company acquired the 2,000 hectare RAD
        claims by paying the $8,000 staking cost which                                                                                                                                                                                                                                                                                                                                                                                                                                                  

---

|AMARC RESOURCES LTD.
      Notes to the Consolidated Financial Statements 
      For the year ended March 31, 2004
      (Expressed in Canadian Dollars)
|--------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                        

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | had been paid for by UMS and acquired the Buck claims
        by paying $65,929, the cost of staking the property and line cutting (note
        6(a)).
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|   
|10. | RECLAMATION DEPOSIT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   
|    | In March 2002, the Company deposited
        $70,000 in trust with Gordon J. Fretwell Law Corporation as a reclamation
        deposit related to the Fox River Property (note 6(c)). On January 10,
        2003, the Company terminated the option with Falconbridge on the Fox River
        property. The reclamation deposit in the amount of $70,000 was returned
        to the Company in June 2003.                                                                                                                                                                                                                                                                 
|   
|   
|11. | GOVERNMENT GRANTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   
|    | During the year ended March 31, 2003,
        the Company received $97,438 (year ended March 31, 2002 - $387,880) from
        the Manitoba Mineral Exploration Assistance Program, a program which provides
        financial assistance for non-fuel mineral exploration in Manitoba, in
        respect of its work on the Fox River Property. Under the terms of this
        program, the Company is eligible for a rebate of 35% of qualifying expenditures.
        As each grant application is subject to government review and approval,
        the Company records the proceeds of these grants upon receipt, and as
        a reduction of exploration expenses.
|   
|   
|12. | INCOME TAXES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   
|    | As of March 31, 2004, the Company had
        approximately $1.6 million (2003 - $2.0 million) in non- capital losses
        and approximately $1.55 million (2003 - $2.0 million) in capital losses
        for Canadian tax purposes available to reduce taxable income in future
        years. These non-capital losses expire in various periods ranging from
        2010 to 2011. Future tax benefits, if any, resulting from the application
        of these losses have not been reflected in these financial statements,
        as it cannot be considered more likely than not that they will be realized.                                                     
|   
|   
|13. | COMMITMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   
|    | At March 31, 2004, the Company is committed
        to incur prior to December 31, 2004, on a best efforts basis, approximately
        $3.5 million in qualifying Canadian exploration expenses, pursuant to
        a private placement for which flow-through proceeds were received on or
        before December 31, 2003 and renounced to subscribers as at that date.
        To March 31, 2004, approximately $436,000 had been incurred.                                                                                                                                                                                                                            
|   
|   
|14. | SUBSEQUENT EVENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   
|    | Subsequent to the year end, the Company                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | issued 391,668 common shares pursuant
        to the exercise of share purchase options and warrants,                                                  

---

|AMARC RESOURCES LTD.
      Notes to the Consolidated Financial Statements 
      For the year ended March 31, 2004
      (Expressed in Canadian Dollars)
|--------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                        

|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | acquired a 100% interest
        in the Sitka Gold Property by paying $20,000 in cash and issuing 80,000
        common shares of Amarc to a third party prospecting partnership (note
        6(a)),
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                      
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | issued 150,000 common shares
        to a third party prospecting partnership to acquire a 100% interest in
        the 1,200 hectare Bob and JMD properties (note 6(a)),                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                      
|    | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | issued 30,000 common shares
        to a third party prospecting group to acquire a 100% interest in the GBR
        Property (note 6(a)), and                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                      
|    | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | announced an agreement to
        acquire a 100% interest in the Spius gold-copper-molybdenum porphyry property
        located near Merritt, BC.                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                      
|15. | DIFFERENCES
        BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING
        PRINCIPLES (GAAP)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                      
|(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 no US/Canadian GAAP difference
        exists with respect to mineral property costs in these consolidated financial
        statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                      
|(b) | Stock-based
        compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                      
|    | United States
        Statement of Financial Accounting Standards No. 123 ("SFAS 123"), "Accounting
        for Stock-Based Compensation", requires that stock-based compensation
        be accounted for based on a fair value methodology, although in certain
        instances, it allows the effects to be disclosed in the notes to the financial
        statements rather than in the statement of operations. SFAS 123 also allows
        an entity to continue to measure compensation costs for stock-based compensation
        plans using the intrinsic value based method of accounting as prescribed
        by APB Opinion No. 25 ("APB 25"). To March 31, 2002, the Company had elected
        to measure compensation cost for those plans using APB 25 for US GAAP
        purposes. There were no material differences in the treatment by the Company
        with respect to stock based compensation under US and Canadian GAAP for
        the year ended March 31, 2002.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                      
|    | United States
        Statement of Financial Accounting Standards 148 ("SFAS 148"), "Accounting
        for Stock-Based Compensation - Transition and Disclosure - an amendment
        of FASB Statement No. 123", permits the Company to adopt a fair value
        methodology on a prospective basis. Effective April 1, 2002, for US GAAP
        purposes the Company prospectively adopted the fair value method of accounting
        for stock-based compensation, a treatment consistent with the accounting
        treatment used for Canadian GAAP. Accordingly the Company considers there
        were no material differences in the treatment by the Company with respect
        to stock based compensation under US and Canadian GAAP for the years ended
        March 31, 2003 and 2004.                                                                                                                                                                                       

---

|AMARC RESOURCES LTD.
      Notes to the Consolidated Financial Statements 
      For the year ended March 31, 2004
      (Expressed in Canadian Dollars)
|--------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                        

|(c) | Available for sale securities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    | Under US GAAP, the common shares of StrataGold Corporation
        ("StrataGold") and of Expatriate Resources Ltd. ("Expatriate") held by
        the Company would be considered available-for-sale securities to be recorded
        at fair value in accordance with SFAS 115, " Accounting for Certain
        Investments in Debt and Equity Securities". Unrealized gains and losses
        are recorded as other comprehensive income which is a separate component
        of shareholders' equity, except for declines in fair value that are determined
        to be other than temporary. These declines in value are charged to the
        statement of operations, which is consistent with the treatment prescribed
        under Canadian GAAP for that occurrence.
|   
|    | US GAAP requires the Company to present comprehensive
        income (loss) in accordance with SFAS 130, " Reporting Comprehensive
        Income", which establishes standards for the reporting and display
        of comprehensive income (loss), its components and accumulated balances.
        Comprehensive income (loss) comprises net income (loss) and all changes
        to shareholders' equity except those resulting from investments by owners
        and distributions to owners. Canadian GAAP does not require the presentation
        of comprehensive income (loss).                                                                                                                                                                                        
|   
|    | During the year ended March 31, 2004, for US GAAP
        purposes the Company would have recorded an upward mark-to-market adjustment
        of $84,498 (year ended March 31, 2003  $nil; year ended March 31,
        2002  $nil) related to its investment in common shares of StrataGold.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   
|(d) | Summary of effect of differences in Canadian
        and US GAAP                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   
|    | The effect of the above differences between Canadian
        GAAP and US GAAP on the balance sheet and statement of operations and
        deficit is summarized as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

| | Total assets                          |   | 2004       |  |   | 2003       |   | 
| | ------------------------------------- | - | ---------- |  | - | ---------- | - | 
| | Total assets under Canadian GAAP      | $ | 14,187,517 |  | $ | 1,019,106  |   | 
| | Mark-to-market adjustment, StrataGold |   | 84,498     |  |   |           |   | 
| | Total assets under US GAAP            | $ | 14,272,015 |  | $ | (1,019,106 | ) | 

| | Loss for the year                           |   | 2004    |  |   | 2003       |   |   | 2002       |  
| | ------------------------------------------- | - | ------- |  | - | ---------- | - | - | ---------- | -
| | Income (loss) for the year under Canadian   |   |         |  |   |            |   |   |            |  
| | GAAP and US GAAP                            | $ | 831,135 |  | $ | (1,854,721 | ) | $ | (3,886,618 | )
| | Other comprehensive income                  |   |         |  |   |            |   |   |            |  
| | Mark-to-market adjustment on StrataGold     |   | 84,498  |  |   |           |   |   |           |  
| | Comprehensive income (loss)                 | $ | 915,633 |  | $ | (1,854,721 | ) | $ | (3,886,618 | )
| |                                             |   |         |  |   |            |   |   |            |  
| | Comprehensive income (loss) per
      share |   | 0.04    |  | $ | (0.12      | ) | $ | (0.37      | )

---

|AMARC RESOURCES LTD.
      Notes to the Consolidated Financial Statements 
      For the year ended March 31, 2004
      (Expressed in Canadian Dollars)
|--------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                        

| | Deficit                               |   | 2004       |   |   | 2003       |   |   | 2002       |  
| | ------------------------------------- | - | ---------- | - | - | ---------- | - | - | ---------- | -
| | Deficit under Canadian GAAP           | $ | (7,047,240 | ) | $ | (7,878,375 | ) | $ | (6,023,654 | )
| | Mark-to-market adjustment, StrataGold |   | 84,498     |   |   |           |   |   |           |  
| | Deficit under US GAAP                 | $ | (6,962,742 | ) | $ | (7,878,375 | ) | $ | (6,023,654 | )

---