---



CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDEDMARCH 31, 2008, 2007, and 2006



(Expressed in Canadian Dollars, unless otherwise stated)

---

D E V I S S E R  G R A Y  L L
PCHARTERED ACCOUNTANTS

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

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

AUDITORS REPORT

To the Shareholders of Amarc Resources Ltd.

We have audited the consolidated balance sheets of Amarc
  Resources Ltd. as at March 31, 2008 and 2007, and the consolidated statements of
  operations and deficit, shareholders equity and cash flows for each of the
  years in the three year period ended March 31, 2008. 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 standards of the Public Company Accounting
  Oversight Board (United States). 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 consolidated financial statements present
  fairly, in all material respects, the financial position of the Company as at
  March 31, 2008 and 2007 and the results of its operations and cash flows for
  each of the years in the three year period ended March 31, 2008 in accordance
  with generally accepted accounting principles in Canada.

De Visser Gray LLP

CHARTERED ACCOUNTANTS

Vancouver, British Columbia 
  July 29, 2008

---

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

|                                                  |   | March
      31 |   |   | March
      31 |  
|------------------------------------------------- | - | -------------- | - | - | -------------- | -
|                                                  |   | 2008           |   |   | 2007           |  
|                                                  |   |                |   |   |                |  
|ASSETS                                            |   |                |   |   |                |  
|                                                  |   |                |   |   |                |  
|Current assets                                    |   |                |   |   |                |  
|Cash and cash equivalents                         | $ | 7,713,995      |   | $ | 2,916,194      |  
|Amounts receivable and prepaid
      expenses     |   | 249,252        |   |   | 112,441        |  
|Balances receivable from related parties (note 8) |   |               |   |   | 5,714,191      |  
|                                                  |   | 7,963,247      |   |   | 8,742,826      |  
|                                                  |   |                |   |   |                |  
|Equipment (note 5)                                |   | 20,369         |   |   | 25,462         |  
|Mineral property
      interests (note 6)         |   | 4              |   |   |               |  
|                                                  |   |                |   |   |                |  
|                                                  | $ | 7,983,620      |   | $ | 8,768,288      |  
|                                                  |   |                |   |   |                |  
|                                                  |   |                |   |   |                |  
|LIABILITIES AND SHAREHOLDERS' EQUITY              |   |                |   |   |                |  
|                                                  |   |                |   |   |                |  
|Current liabilities                               |   |                |   |   |                |  
|Accounts payable and accrued liabilities          | $ | 44,377         |   | $ | 78,012         |  
|Balance due to related party (note 8)             |   | 180,767        |   |   |               |  
|                                                  |   | 225,144        |   |   | 78,012         |  
|Shareholders' equity                              |   |                |   |   |                |  
|Share capital (note 7(a) and (b))                 |   | 30,747,065     |   |   | 27,287,248     |  
|Contributed surplus (note
      7(e))             |   | 1,469,931      |   |   | 2,295,248      |  
|Deficit                                           |   | (24,458,520    | ) |   | (20,892,220    | )
|                                                  |   | 7,758,476      |   |   | 8,690,276      |  
|Nature and continuance of operations (note 1)     |   |                |   |   |                |  
|Commitments (note 7(b))                           |   |                |   |   |                |  
|Subsequent events
      (notes 6(a)(i))           |   |                |   |   |                |  
|                                                  |   |                |   |   |                |  
|                                                  |   |                |   |   |                |  
|                                                  | $ | 7,983,620      |   | $ | 8,768,288      |  

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

Approved by the Board of Directors

|/s/ Ronald W. Thiessen | /s/ Robert A. Dickinson
|---------------------- | -----------------------
|                       |                        
|Ronald W. Thiessen     | Robert A. Dickinson    
|Director               | Director               

---

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

|                                                       |   | Years ended March 31 |  
|------------------------------------------------------ | - | -------------------- | -
|                                                       |   | 2008                 |  
|                                                       |   |                      |  
|Expenses                                               |   |                      |  
|Amortization                                           | $ | 5,092                |  
|Conference and travel                                  |   | 93,829               |  
|Exploration (schedule)                                 |   | 3,066,939            |  
|Legal, accounting, and audit                           |   | 55,162               |  
|Management and consulting                              |   | 48,795               |  
|Office and administration                              |   | 183,842              |  
|Property investigation                                 |   | 2,596                |  
|Salaries and benefits                                  |   | 257,060              |  
|Shareholder communication                              |   | 72,860               |  
|Stock-based compensation (note 7(c))                   |   |                     |  
|Trust and filing                                       |   | 26,903               |  
|                                                       |   | 3,813,078            |  
|                                                       |   |                      |  
|Other items                                            |   |                      |  
|Foreign exchange (gain) loss                           |   | 138,026              |  
|Gain on sale of marketable securities (note 8(c))      |   | (68,992              | )
|Loss on sale of equipment                              |   |                     |  
|Write down of accounts receivable                      |   |                     |  
|Write down of mineral property
      interest (note 6) |   |                     |  
|Write down of marketable securities                    |   |                     |  
|Interest and other income                              |   | (315,812             | )
|                                                       |   | (246,778             | )
|                                                       |   |                      |  
|Loss and comprehensive loss for the year               | $ | (3,566,300           | )
|                                                       |   |                      |  
|Deficit, beginning
      of year                       | $ | (20,892,220          | )
|                                                       |   |                      |  
|Deficit, end of
      year                             | $ | (24,458,520          | )
|                                                       |   |                      |  
|Basic and diluted
      loss per share                 | $ | (0.06                | )
|                                                       |   |                      |  
|Weighted average number                                |   |                      |  
|of common shares outstanding                           |   | 63,343,763           |  

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

---

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

|                                                                    | Year ended           |  | Year ended           |             | Year ended           |           
|------------------------------------------------------------------- | -------------------- |  | -------------------- | ----------- | -------------------- | ----------
|                                                                    | March
      31, 2008 |  | March
      31, 2007 |             | March
      31, 2006 |           
|                                                                    |                      |  |                      |             |                      |           
|                                                                    |                      |  |                      |             |                      |           
|                                                                    | Number of            |  |                      |             |                      | Number of 
|Share capital                                                       | shares               |  |                      |             |                      | shares    
|Balance at beginning of the year                                    | 62,949,473           |  | $                    | 27,287,248  |                      | 52,459,473
|Options exercised                                                   |                     |  |                      |            |                      |          
|Warrants exercised                                                  |                     |  |                      |            |                      |          
|Shares issued for property option payments                          |                     |  |                      |            |                      |          
|Fair value of options allocated
      to shares issued on exercise  |                     |  |                      |            |                      |          
|Private placement at $0.50 per share, net
      of issue costs      |                     |  |                      |            |                      | 10,490,000
|Fair value of warrants
      issued (note 7(d))                     |                     |  |                      |            |                      |          
|Exercise of share purchase warrants at
      $0.55 per share        | 4,790,000            |  |                      | 2,634,500   |                      |          
|Fair value of warrants allocated to
      shares issued on exercise |                     |  |                      | 825,317     |                      |          
|Balance at end
      of the year                                    | 67,739,473           |  |                      | 30,747,065  |                      | 62,949,473
|                                                                    |                      |  |                      |             |                      |           
|Contributed surplus                                                 |                      |  |                      |             |                      |           
|Balance at beginning of the year                                    |                      |  |                      | 2,295,248   |                      |           
|Non-cash stock-based compensation                                   |                      |  |                      |            |                      |           
|Fair value of options allocated
      to shares issued on exercise  |                      |  |                      |            |                      |           
|Fair value of warrants issued                                       |                      |  |                      |            |                      |           
|Fair value of warrants allocated to
      shares issued on exercise |                      |  |                      | (825,317    | )                    |           
|Balance at end
      of the year                                    |                      |  |                      | 1,469,931   |                      |           
|                                                                    |                      |  |                      |             |                      |           
|Deficit                                                             |                      |  |                      |             |                      |           
|Balance at beginning of the year                                    |                      |  |                      | (20,892,220 | )                    |           
|Loss
      for the year                                             |                      |  |                      | (3,566,300  | )                    |           
|Balance at end of the year                                          |                      |  |                      | (24,458,520 | )                    |           
|                                                                    |                      |  |                      |             |                      |           
|TOTAL SHAREHOLDERS' EQUITY                                          |                      |  | $                    | 7,758,476   |                      |           

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

---

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

|                                                              |   | Years ended March 31 |  
|------------------------------------------------------------- | - | -------------------- | -
|Cash provided by
      (used in)                              |   | 2008                 |  
|                                                              |   |                      |  
|Operating activities                                          |   |                      |  
|Loss for the year                                             | $ | (3,566,300           | )
|Items not involving cash                                      |   |                      |  
|Amortization                                                  |   | 5,092                |  
|Common shares issued for
      property fees                  |   |                     |  
|Gain on sale of marketable securities                         |   | (68,992              | )
|Loss on sale of equipment                                     |   |                     |  
|Non-cash interest income (note 8(c))                          |   | (53,629              | )
|Stock-based compensation
      (note 7(c))                    |   |                     |  
|Write down of accounts receivable                             |   |                     |  
|Write down of mineral
      property interest                 |   |                     |  
|Write down of marketable securities                           |   |                     |  
|Changes in non-cash working capital items                     |   |                      |  
|Amounts receivable and prepaids                               |   | (136,812             | )
|Balances receivable from
      and payable to related parties |   | 202,079              |  
|Accounts
      payable and accrued liabilities                |   | (33,636              | )
|                                                              |   | (3,652,198           | )
|                                                              |   |                      |  
|Investing activities                                          |   |                      |  
|Proceeds from sale of equipment                               |   |                     |  
|Proceeds from sale of marketable securities                   |   | 315,499              |  
|Loan to a related
      party                                 |   | 5,500,000            |  
|                                                              |   | 5,815,499            |  
|                                                              |   |                      |  
|Financing activities                                          |   |                      |  
|Issuance of
      share capital, net of costs                 |   | 2,634,500            |  
|                                                              |   | 2,634,500            |  
|                                                              |   |                      |  
|Increase (decrease) in cash and cash equivalents              |   | 4,797,801            |  
|                                                              |   |                      |  
|Cash and cash equivalents, beginning of year                  |   | 2,916,194            |  
|                                                              |   |                      |  
|Cash and cash equivalents, end of year                        | $ | 7,713,995            |  
|                                                              |   | -                    |  
|Components of cash and cash equivalents
      are as follows: |   |                      |  
|Cash                                                          | $ | 511,900              |  
|Cash equivalents                                              |   | 7,202,095            |  
|                                                              | $ | 7,713,995            |  

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

Supplementary cash flow information:

|Interest paid                                                                | $ |        |  | $ |          |  | $ |        | 
|---------------------------------------------------------------------------- | - | ------- |  | - | --------- |  | - | ------- | 
|Taxes paid                                                                   |   |        |  |   |          |  |   |        | 
|Interest received                                                            |   | 262,942 |  |   | 141,410   |  |   | 126,782 | 
|                                                                             |   |         |  |   |           |  |   |         | 
|Non cash financing and investing
      activities:                           |   |         |  |   |           |  |   |         | 
|Issuance of common shares for property option fees                           | $ | -       |  | $ | -         |  | $ | 18,750  | 
|Common shares received from Endurance
      Gold Corporation (note 6(a)(vi)) | $ | -       |  | $ | -         |  | $ | 47,500  | 
|Common shares received from Rockwell Diamonds Inc.
      (note 8(c))         | $ | 246,507 |  | $ | -         |  | $ | -       | 
|Fair value of share warrants issued
      on private placement charged       |   |         |  |   |           |  |   |         | 
|to share capital (note 7(b))                                                 | $ | -       |  | $ | 1,807,427 |  | $ | -       | 
|Fair value of share warrants
      transferred to share capital on warrants  |   |         |  |   |           |  |   |         | 
|exercised from contributed surplus                                           | $ | 825,317 |  | $ | -         |  | $ | -       | 
|Fair value of stock options
      transferred to share capital on options    |   |         |  |   |           |  |   |         | 
|exercised from contributed surplus (notes 7(b) & (e))                        | $ | -       |  | $ | -         |  | $ | 2,962   | 

---

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

|                                           |   | **Years ended March 31** | 
|------------------------------------------ | - | ------------------------ | 
|                                           |   | 2008                     | 
|                                           |   |                          | 
|Assays and analysis                        | $ | 283,281                  | 
|Drilling                                   |   |                         | 
|Engineering                                |   | 7,581                    | 
|Equipment rental                           |   | 83,933                   | 
|Freight                                    |   | 18,582                   | 
|Geological                                 |   | 1,721,493                | 
|Graphics                                   |   | 21,128                   | 
|Helicopter                                 |   | 391,877                  | 
|Property fees and assessments              |   | 67,489                   | 
|Property option payments                   |   | 60,000                   | 
|Site activities                            |   | 372,491                  | 
|Travel and accommodation                   |   | 39,084                   | 
|Incurred during the year                   |   | 3,066,939                | 
|Cumulative expenditures, beginning of year |   | 14,382,635               | 
|Cumulative expenditures, end of year       | $ | 17,449,574               | 

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

---

|AMARC RESOURCES LTD.                          
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|Years ended March 31, 2008, 2007, and 2006    
|(Expressed in
      Canadian Dollars)         

|1. | NATURE AND CONTINUANCE OF OPERATIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Amarc Resources Ltd. (the "Company") is incorporated
      under the laws of the Province of British Columbia, and its principal
      business activity is the acquisition and exploration of mineral
      properties. Its principal mineral property interests are located in
      British Columbia.                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | These consolidated financial statements have been
      prepared using Canadian generally accepted accounting principles assuming
      a going concern. The Company has incurred losses since inception and its
      ability to continue as a going concern depends upon its capacity to
      develop profitable operations and to continue to raise adequate financing.
      These consolidated financial statements do not reflect adjustments, which
      could be material, to the carrying values of assets and liabilities which
      may be required should the Company be unable to continue as a going
      concern.                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|2. | BASIS OF PRESENTATION AND PRINCIPLES OF
      CONSOLIDATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | These consolidated financial statements have been
      prepared in accordance with Canadian generally accepted accounting
      principles, and have been reconciled to United States generally accepted
      accounting principles in note 11. These consolidated financial statements
      include the accounts of the Company and its wholly owned subsidiaries,
      Compania Minera Amarc SA de CV and Amarc Exploraciones Mineras SA de CV,
      both of which are incorporated in Mexico. Also included are the accounts
      of the Precious Exploration Limited Partnership, which is subject to the
      Company's control and primary beneficial ownership.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|3. | SIGNIFICANT ACCOUNTING
POLICIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

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

---

|AMARC RESOURCES LTD.                          
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|Years ended March 31, 2008, 2007, and 2006    
|(Expressed in Canadian
      Dollars)         

|(d) | Mineral property interests and related asset retirement obligations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | The acquisition costs of mineral properties are deferred until the properties are placed into production, sold or abandoned. These costs are amortized on a unit-of-production basis over the estimated useful life of the related
properties following the commencement of production, or written off if the properties are sold, allowed to lapse or abandoned, or when impairment has been determined to have occurred. If the deferred mineral property costs are determined not to be
recoverable over the estimated useful life or are greater than the estimated fair market value, the unrecoverable portion is charged to operations in that period.                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | Mineral property acquisition costs include the cash consideration and the fair market value of common shares, based on the trading price of the shares, on the date of issue or as otherwise provided under the agreement terms for
the mineral property interest. Costs for properties for which the Company does not possess unrestricted ownership and exploration rights, such as option agreements, are expensed in the period incurred or until a feasibility study has determined that
the property is capable of commercial production.                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | Exploration costs and option payments are expensed in the period incurred. Option payments which are solely at the Company's discretion are recorded as they are made.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | Administrative expenditures are expensed in the period incurred.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Recoverability of assets to be held and used is measured by
a comparison of the carrying amount of an asset to future net cash flows expected from the asset. If the carrying amount of the long-lived asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the
carrying amount of the asset exceeds the fair value of the asset.                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | The Company records the fair value of an asset retirement obligation as a liability in the period in which it incurs a legal obligation associated with the retirement of tangible long-lived assets that result from the acquisition,
construction, development and/or normal use of the assets. The Company also records a corresponding asset value which is amortized over the same basis as the asset being retired. Subsequent to the initial measurement of the asset retirement
obligation, the obligation is adjusted at the end of each period to reflect the passage of time (accretion expense) and changes in the estimated future cash flows underlying the obligation (asset retirement cost).
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | The Company has no material asset retirement obligations as the disturbance at the exploration sites as at March 31, 2008 has been minimal.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

---

|AMARC RESOURCES LTD.                          
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|Years ended March 31, 2008, 2007, and 2006    
|(Expressed in Canadian
      Dollars)         

|(e) | Government assistance                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | Due to the uncertainty of approval associated with mineral exploration tax credits and other government grants for which the Company applies, government grants are recorded and credited to exploration expenses when the proceeds of
these grants are actually received.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(f) | Share capital                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | Common shares issued for mineral property interests are recorded at their fair market value based upon the trading price of the shares on the TSX Venture Exchange on the date of issue or as otherwise provided under the agreement
terms to issue the shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | The proceeds from common shares issued pursuant to flow-through share financing agreements are credited to share capital and the tax benefits of the exploration expenditures incurred pursuant to these agreements are transferred to
the purchaser of the flow-through shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | Share issue costs are deducted from share capital.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(g) | Stock-based compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | The Company accounts for all non-cash stock-based payments to non-employees, and employee awards that are direct awards of shares that call for settlement in cash or other assets, or that are share appreciation rights which call
for settlement by the issuance of equity instruments, using the fair value method.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | Under the fair value method, stock-based payments are measured at the fair value of the consideration received, or the fair value of the equity instruments issued, or liabilities incurred, whichever is more reliably measurable.
The fair value of non-cash stock-based payments is periodically re-measured until counterparty performance is complete, and any change therein is recognized in the same manner as if the Company had paid cash instead of paying with or using equity
instruments. The cost of non-cash stock-based payments to service providers that are fully vested and non-forfeitable at the grant date is measured and recognized at that date. For awards that vest at the end of a vesting period, compensation cost
is recognized on a straight-line basis; for awards that vest on a graded basis, compensation cost is recognized on a pro-rata basis over the vesting period.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | Consideration received by the Company upon the exercise of share purchase options and warrants, and the stock-based compensation previously credited to contributed surplus related to such options and warrants, is credited to share
capital.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

---

|AMARC RESOURCES LTD.                          
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|Years ended March 31, 2008, 2007, and 2006    
|(Expressed in Canadian
      Dollars)         

|(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 amortization of equipment, as well as the assumptions used in determining the fair value of non-cash stock-based compensation. Actual results could differ from those estimates.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(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 amortization, are translated at average exchange rates for
the period. Amortization is translated at the same exchange rates as the assets to which it relates. Foreign exchange gains or losses are recognized in the statement of operations.                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(j) | Segment disclosures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | The Company is currently operating in a single segment  the acquisition, exploration and development of mineral properties in British Columbia, Canada.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(k) | Income taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | The Company uses the asset and liability method of accounting for income taxes. Under this method, future income tax assets and liabilities are computed based on differences between the carrying amount of assets and liabilities on
the balance sheet and their corresponding tax values, generally using the enacted or substantively enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or
settled.                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | Future income tax assets also result from unused loss carry-forwards and other deductions. Future tax assets are recognized to the extent that they are considered more likely than not to be realized. The valuation of future income
tax assets is adjusted, if necessary, by the use of a valuation allowance to reflect the estimated realizable amount.                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | Under the Canadian Income Tax Act, a company may issue securities referred to as flow-through shares whereby the investor may claim the tax deductions arising from the qualifying expenditure                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

---

|AMARC RESOURCES LTD.                          
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|Years ended March 31, 2008, 2007, and 2006    
|(Expressed in Canadian
      Dollars)         

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

---

|AMARC RESOURCES LTD.                          
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|Years ended March 31, 2008, 2007, and 2006    
|(Expressed in Canadian
      Dollars)         

|(o) | Comparative figures                                                                                                                                                
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                    
|    | Certain of the prior years' comparative figures have been
      reclassified to conform to the financial statement presentation adopted
      for the current year.

|4. | CHANGES IN ACCOUNTING
POLICIES
|-- | ------------------------------

|(a) | Newly Adopted Accounting Policies                                                                                                                                                                                                                                                                                                                                                                                
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | Effective April 1, 2007, the Company adopted the
      following new accounting standards issued by the Canadian Institute of
      Chartered Accountants ("CICA") relating to financial instruments. As
      required by the transitional provisions of these new standards, these new
      standards have been adopted on a prospective basis with no restatement to
      prior period financial statements.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | (i)                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                  

---

|AMARC RESOURCES LTD.                          
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|Years ended March 31, 2008, 2007, and 2006    
|(Expressed in Canadian
      Dollars)         

| | • | Held for trading financial instruments are measured at
      fair value. All changes in fair value are included in net earnings (loss)
      in the period in which they arise.                                                                                                                                                                                                                        
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                        
| | • | All derivative financial instruments are measured at fair
      value, even when they are part of a hedging relationship. Changes in fair
      value are included in net earnings (loss) in the period in which they
      arise, except for hedge transactions which qualify for hedge accounting
      treatment, in which case gains and losses are recognized in other
      comprehensive income.

| | (ii)  | Section 3865  Hedges                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |       | This new standard specifies the circumstances under which
      hedge accounting is permissible and how hedge accounting may be performed.
      The Company currently does not have any financial instruments which
      qualify for hedge accounting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (iii) | Section 1530  Comprehensive Income                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |       | Comprehensive income is the change in the Company's
      shareholder equity that results from transactions and other events from
      other than the Company's shareholders and includes items that would not
      normally be included in net earnings (loss), such as unrealized gains or
      losses on available-for-sale investments. This standard requires certain
      gains and losses that would otherwise be recorded as part of net earnings
      to be presented in other "comprehensive income" until it is considered
      appropriate to recognize into net earnings. This standard requires the
      presentation of comprehensive income, and its components in a separate
      financial statement that is displayed with the same prominence as the
      other financial statements. Accumulated other comprehensive income is
      presented as a new category in shareholders' equity.
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |       | As at March 31, 2008, the Company had no accumulated
      other comprehensive income and for the year ended March 31, 2008,
      comprehensive income (loss) equals net loss.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (iv)  | Section 1506 - Accounting Changes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |       | This standard establishes criteria for changing
      accounting policies, together with the accounting treatment and disclosure
      of changes in accounting policies, changes in accounting estimates and
      correction of errors. Changes in accounting policies are only permitted
      when required by a primary source of GAAP or when the change will result
      in more reliable and more relevant information.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (v)   | Financial Instruments  Disclosure (Section 3862) and
      Presentation (Section 3863)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |       | These standards replace CICA 3861, Financial
      Instruments  Disclosure and Presentation.They increase the
      disclosures for those previously required, which will enable users to
      evaluate the significance of financial instruments for an entity's
      financial                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

---

|AMARC RESOURCES LTD.                          
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|Years ended March 31, 2008, 2007, and 2006    
|(Expressed in Canadian
      Dollars)         

position and performance, including
disclosures about fair value. In addition, disclosure is required of qualitative
and quantitative information about exposure to risks arising from financial
instruments, including specified minimum disclosures about credit risk,
liquidity risk and market risk. The quantitative disclosures must provide
information about the extent to which the entity is exposed to risk, based on
information provided internally to the entitys key management personnel. This
standard is effective for the Company for interim and annual periods beginning
on or after January 1, 2008.

The Company has opted for an early
adoption of this standard, with effect from April 1, 2007, and the additional
disclosure requirements have been incorporated in these financial statements.

|    | Except as stated in note 4(a)(v), the application
      of these new standards has had no impact on the Company's financial
      statements as at and for the year ended March 31, 2008.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                          
|(b) | Accounting Standards Issued But Not Yet
    Adopted                                                                                                                                      

(i)       Section 1535  Capital
Disclosures

This standard requires disclosure of an
entity's objectives, policies and processes for managing capital, quantitative
data about what the entity regards as capital and whether the entity has
complied with any capital requirements and, if it has not complied, the
consequences of such non-compliance. This standard is effective for the Company
for interim and annual periods relating to fiscal years beginning on or after
January 1, 2008. The Company is currently evaluating the effects of adopting
this standard.

(ii)    Amendments to
Section 1400  Going Concern

CICA 1400, General Standards of
Financial Statement Presentation, was amended to include requirements to assess
and disclose an entity's ability to continue as a going concern. The new
requirements are effective for interim and annual financial statements relating
to fiscal years beginning on or after January 1, 2008. The Company is currently
evaluating the impact of this new standard.

(iii)    International
  Financial Reporting Standards ("IFRS")

In 2006, the Canadian Accounting
Standards Board ("AcSB") published a new strategic plan that will significantly
affect financial reporting requirements for Canadian companies. The AcSB
strategic plan outlines the convergence of Canadian GAAP with IFRS over an
expected five year transitional period. In February 2008, the AcSB announced
that 2011 is the changeover date for publicly-listed companies to use IFRS. The
date is for interim and annual financial statements relating to fiscal years
beginning on or after January 1, 2011. The transition date of January 1, 2011
will require the restatement for comparative purposes of amounts reported by the
Company for the year ended December 31, 2010. While the Company has begun
assessing the adoption of

---

|AMARC RESOURCES LTD.                          
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|Years ended March 31, 2008, 2007, and 2006    
|(Expressed in Canadian
      Dollars)         

IFRS for 2011, the financial reporting
impact of the transition to IFRS cannot be reasonably estimated at this
time.

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

| |                |   |        |  |   | Accumulated  |  |   | Net Book | 
| | -------------- | - | ------ |  | - | ------------ |  | - | -------- | 
| |                |   | Cost   |  |   | Amortization |  |   | Value    | 
| |                |   |        |  |   |              |  |   |          | 
| | March 31, 2008 |   |        |  |   |              |  |   |          | 
| | Site equipment | $ | 77,551 |  | $ | 57,182       |  | $ | 20,369   | 
| |                |   |        |  |   |              |  |   |          | 
| | March 31, 2007 |   |        |  |   |              |  |   |          | 
| | Site equipment | $ | 77,551 |  | $ | 52,089       |  | $ | 25,462   | 

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

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

Balance at
    
    
    Acquired
    
    
    Credited
    
    
    Written
    
    
    Balance atMarch 31,
    
    
    during the
    
    
    during the
    
    
    down during
    
    
    March 31,Property Acquisition Costs
    
    2006
    
    
    year
    
    
    year
    
    
    year
    
    
    2007British Columbia, CanadaBuck
    $
    55,929
    
    $
    
    
    $
    
    
    $
    (55,929
    )
    $
    Nechako
    
    42,500
    
    
    
    
    
    
    
    
    (42,500
    )
    
    Total
    $
    98,429
    
    $
    
    
    $
    
    
    $
    (98,429
    )
    $
    


---

|AMARC RESOURCES LTD.                          
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|Years ended March 31, 2008, 2007, and 2006    
|(Expressed in Canadian
      Dollars)         

Balance at
    
    
    Acquired
    
    
    Credited
    
    
    Written
    
    
    Balance atMarch 31,
    
    
    during the
    
    
    during the
    
    
    down during
    
    
    March 31,Property Acquisition Costs
    
    2005
    
    
    year
    
    
    year
    
    
    year
    
    
    2006British Columbia, CanadaBuck
    $
    55,929
    
    $
    
    
    $
    
    
    $
    
    
    $
    55,929Nechako
    
    90,000
    
    
    
    
    
    (47,500
    )
    
    
    
    
    42,500Witch
    
    10,000
    
    
    
    
    
    
    
    
    (10,000
    )
    
    Total
    $
    155,929
    
    $
    
    
    $
    (47,500
    )
    $
    (10,000
    )
    $
    98,429


|(a) | British Columbia, Canada                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | On May 7, 2007, the Company entered into an agreement
      with Tulox Resources Inc., formerly named Sitec Ventures Corp. ("Tulox")
      for the sale of the Tulox property (the "Property") for consideration of
      ten million common shares of Tulox, an inactive NEX-listed public company.
      The agreement is subject to certain conditions including regulatory
      approval. Under the agreement, the Company will receive a 3% net smelter
      returns ("NSR") royalty, following the commencement of commercial
      production on the Property. In addition, the Company receives a "Back in
      Right" whereby, on completion of $5,000,000 of exploration expenditures on
      the Property by Tulox, the Company will have a 90 day period during which
      it can acquire a 60% interest in the Property by agreeing to fund a
      further $10,000,000 of exploration expenditures on the Property. On April
      15, 2008, the Company and Tulox mutually agreed to extend the closing date
      of this agreement                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | On September 27, 2007, the Company entered into a letter
      agreement with a private arm's-length company for an exclusive option
      whereby the Company may acquire, over up to a three year period, the right
      to earn an undivided 100% interest in the Peak property, subject to a 2%
      NSR, which the Company may acquire for $2,000,000. The agreement is
      subject to certain conditions, including the signing of a formal agreement
      and the acceptance of such formal agreement by the TSX Venture Exchange
      (the "Effective Date"). Consideration for acquiring the 100% undivided
      interest in the Peak property is to consist of staged payments totaling
      $85,000 and the incurring of expenditures totaling $175,000 on the
      property from the date of signing the letter agreement until the third
      anniversary of the Effective Date. The Company and the vendor of the Peak
      property have mutually agreed to defer signing of the formal agreement
      beyond December 31, 2007 as originally anticipated.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | On September 27, 2007, the Company entered into a letter
      agreement with a private arms-length company for an exclusive option
      whereby the Company may acquire, over up to a four year period, the right
      to earn an undivided 100% interest in the Pond property, subject to a 2%
      NSR, which the Company may acquire for $2,000,000. The agreement is
      subject to certain conditions, including the signing of a formal agreement
      and the acceptance of such formal agreement by the TSX Venture Exchange
      (the "Effective Date"). Consideration for acquiring the 100%
    undivided                                                                                                                                                                                                                                                                                                                                                                                                                                                        

---

|AMARC RESOURCES LTD.                          
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|Years ended March 31, 2008, 2007, and 2006    
|(Expressed in Canadian
      Dollars)         

interest in the Pond property is to
consist of staged payments totaling $215,000 and the incurring of expenditures
totaling $225,000 on the property from the date of signing the letter agreement
until the fourth anniversary of the Effective Date. The Company and the vendor
of the Pond property have mutually agreed to defer signing of the formal
agreement beyond December 31, 2007 as originally anticipated.

(iv)     
Bodine Property, British Columbia

On November 14, 2006, the Company
reached an option agreement with an arm's length party to acquire a 100%
undivided interest in the Bodine property ("Bodine"). Located approximately 110
kilometers northeast of Smithers, in the Omineca Mining Division in central
British Columbia, the Bodine Property covers approximately 640 square
kilometers.

The Company can acquire its interest in
Bodine by making staged cash payments totaling $225,000 and expending $2,000,000
on the property over the next four years. Bodine is subject to a 3% NSR, 2% of
which may be purchased at the Company's sole discretion for $2,000,000 with the
remaining 1% subject to a right of first refusal in favor of the Company. Annual
advance royalty payments of $50,000 will be payable beginning from the fifth
year of the agreement to the fifteenth year of the agreement.

During the year end March 31, 2008, the
Company paid $50,000 in property option payments for Bodine (2007  $25,000).
The Company recorded the payments as a property option expense.

(v)         Witch
Properties

In September 2004, the Company acquired
a 100% interest in the Witch porphyry gold-copper property for a cash payment of
$10,000. The property originally comprised approximately 4,600 hectares and is
located in the Witch Lake/Chuchi Lake region, approximately 80 kilometers
north-northwest of Fort St. James, British Columbia. Amarc added to the property
by staking additional claims and conducting further exploration work. Certain
claims were allowed to lapse.

During the year ended March 31, 2007,
the Company sold a 100% interest in three of the Chona claims, which were part
of the Witch property, for proceeds of $500, subject to a 2.5% NSR. The
purchaser may acquire this royalty from the Company for the sum of $1,000,000
per one-percent royalty. This royalty has been recorded at a nominal value of $1
(March 31, 2007 - $nil).

At March 31, 2008, all of the Companys
Witch and Chona claims had either been sold or had lapsed.

---

|AMARC RESOURCES LTD.                          
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|Years ended March 31, 2008, 2007, and 2006    
|(Expressed in Canadian
      Dollars)         

(vi)     
Iskut Properties

The Company registered for acquisition
a total of 5,175 hectares in five properties in the Iskut River area of
northwestern British Columbia during the period August 2005 to March 2006. These
properties comprise the AA, MEZ, TRI A, Copper 152 and Copper 246 properties.

The Company also entered into a Letter
Agreement in May 2006 with an arm's length party giving the Company the right to
explore the 2,302 hectare SEDEX property that adjoins the AA property, and the
right to enter into a formal option agreement on or before December 31, 2006 to
purchase the SEDEX property by paying the arm's length party $100,000 and
265,000 shares of the Company in stages to December 31, 2010. The purchase was
subject to a 1.5% NSR in favor of the arm's length party, 0.5% of which could be
purchased by the Company for $1,000,000. Advance royalty payments of $20,000
annually were payable to the arm's length party commencing on or before December
31, 2011.

During the year ended March 31, 2007,
the Company concluded that no further work was warranted on the properties. On
December 6, 2006 the Company terminated the Letter Agreement and vended the AA
property to the arm's length party. The Company retains a 1.5% NSR on production
from the property, 0.5% of which can be purchased by the arm's length party for
$1,000,000. This royalty has been recorded at a nominal value of $1 (March 31,
2007 - $nil).

(vii)    
Sitlika Properties

In addition to the Bodine Property
(note 6(a)(iv)), beginning December 2006, the Company has acquired by staking
claims 100% interest in seven mineral properties located in Omineca Mining
Division of British Columbia, approximately 110 kilometers northeast of
Smithers. As of March 31, 2008, these properties included the Aspira, Equus,
Huge East, Megamine, Myway, Polymac and Polymet claims and in total comprised
955 square kilometers.

(viii)   
 Pinchi Properties

As at March 31, 2008, the Company held
a 100% interest in 262 square kilometers of mineral property located in Omineca
Mining Division of British Columbia. These properties comprise of the Grand,
Grand North and Petite.

(ix)       Carbonate Zinc
Properties

In 2007, the Company acquired by
staking approximately 250 square kilometers along a belt located approximately
130 kilometers north-northwest of McKenzie, BC.

---

|AMARC RESOURCES LTD.                          
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|Years ended March 31, 2008, 2007, and 2006    
|(Expressed in Canadian
      Dollars)         

|(b) | 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.
      These net profit interests have been recorded at a nominal value of $1
      each (March 31, 2007 - $nil). The Company has neither active exploration
      programs nor does it plan to undertake any new programs on these
      properties at the present time.

|7. | SHARE CAPITAL
|-- | -------------

|(a) | Authorized share capital                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | The Company's authorized share capital consists of an
      unlimited number of common shares without par value.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(b) | Issued and outstanding common shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | At March 31, 2008, the Company had 67,739,473 (2007 
      62,949,473) common shares issued and outstanding.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | (i)       Share issuance
      in private placement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | On January 17, 2007, the Company completed a private
      placement of 10,490,000 units ("Units") at $0.50 per Unit, consisting of
      4,490,000 flow-through units and 6,000,000 non-flow-through
  units.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | Each flow-through unit consisted of one flow-through
      common share and one non-flow-through warrant and each non-flow-through
      unit consisted of one non-flow-through common share and one warrant. Each
      warrant entitled the holder to purchase one non-flow-through common share
      until January 17, 2009, at a price of $0.55 per share. The fair value of
      share warrants was estimated using the Black-Scholes option pricing model,
      based upon the following assumptions: risk free interest rate of 4%;
      weighted average expected life of 2.0 years; vesting period of nil;
      weighted average volatility of 78%; and expected dividends of
  nil.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | Expenses to be incurred from the proceeds of the
      flow-through-units were renounced to investors on December 31, 2006. In
      accordance with the provisions of the Canadian Income Tax Act, the Company
      spent the proceeds from the flow-through units by December 31,
  2007.                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | In February 2008, the Company offered to the holders of
      warrants the right to enter into an agreement whereby the existing
      warrants would be exercisable to acquire flow-through common shares of the
      Company, in consideration of immediate commitment from the holders to
      exercise                                                                                                                                                                                                                                                                                                                                                                                      

---

|AMARC RESOURCES LTD.                          
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|Years ended March 31, 2008, 2007, and 2006    
|(Expressed in Canadian
      Dollars)         

|    | the warrants until March 20, 2008 (note 7(b)(ii)).
      Consequently, all the warrants outstanding as of March 31, 2008 entitled
      the holders to acquire non-flow-through shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | (ii)      Share issuance upon
      exercise of warrants                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | During the year ended March 31, 2008, the Company issued
      4,440,000 flow-through common shares upon exercise of warrants (note
      7(b)(i)) for total proceeds of $2,442,000. The Company also issued 350,000
      non-flow-through common shares for proceeds of $192,500 during the year
      ended March 31, 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | In accordance with the provisions of the Income Tax Act
      (Canada), the Company is obligated to spend the proceeds from the
      flow-through-shares by December 31, 2009.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(c) | Share purchase option compensation plan                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | The Company has a share purchase option compensation plan
      approved by the shareholders that allows the Company to grant up to 10% of
      the issued and outstanding shares of the Company at any one time,
      typically vesting over up to two years, subject to regulatory terms and
      approval, to its directors, employees, officers, and consultants. The
      exercise price of each option may be set equal to or greater than the
      closing market price of the common shares on the TSX Venture Exchange on
      the day prior to the date of the grant of the option, less any allowable
      discounts. Options have a maximum term of five years and terminate 30 days
      following the termination of the optionee's employment, except in the case
      of retirement or death. As at March 31, 2008 and March 31, 2007, no
      options were outstanding.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(d) | Share purchase warrants                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | The continuity of share purchase warrants (each warrant
      redeemable for one common share) for the year ended March 31, 2008
    was:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

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


---

|AMARC RESOURCES LTD.                          
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|Years ended March 31, 2008, 2007, and 2006    
|(Expressed in Canadian
      Dollars)         

The continuity of share purchase
warrants for the year ended March 31, 2007 was:

Exercise
    
    
    March 31
    
    
    
    
    
    
    
    
    Expired/
    
    
    March 31Expiry date
    
    Price
    
    
    2006
    
    
    Issued
    
    
    Exercised
    
    
    Cancelled
    
    
    2007January 17, 2009
    $
    0.55
    
    
    
    
    
    10,490,000
    
    
    
    
    
    
    
    
    10,490,000Weighted average exercise price
    
    
    
    $
    
    
    $
    0.55
    
    $
    
    
    $
    
    
    $
    0.55


|    | There were no warrants outstanding as of March 31,
      2006.
|--- | --------------------------------------------------------------
|    |                                                               
|(e) | Contributed surplus                                           
|    |                                                               
|    | The components of contributed surplus
  were:                 

| |                                                                    |   | March
      31, 2008 |   |   | March
      31, 2007 |  
| | ------------------------------------------------------------------ | - | -------------------- | - | - | -------------------- | -
| | Fair value of warrants                                             | $ | 982,110              |   | $ | 1,807,427            |  
| | Cumulative stock-based compensation                                |   | 892,917              |   |   | 892,917              |  
| | Contributed surplus transferred to share
      capital relating to |   | (405,096             | ) |   | (405,096             | )
| | options exercised                                                  |   |                      |   |   |                      |  
| |                                                                    |   |                      |   |   |                      |  
| | Balance, end
      of the year                                     | $ | 1,469,931            |   | $ | 2,295,248            |  

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

| |                                     |   | As
      at March 31 |  
| | ----------------------------------- | - | -------------------- | -
| |                                     |   |                      |  
| | Balances receivable
      (payable) |   | 2008                 |  
| | Hunter Dickinson Services Inc. (a)  | $ | (180,767             | )
| | Rockwell Diamond Inc.
      (c)     |   |                     |  
| | Total                               | $ | (180,767             | )

| |                                            |   | Year
      ended March 31 | 
| | ------------------------------------------ | - | ------------------------- | 
| | Transactions                               |   | 2008                      | 
| | Services rendered and expenses reimbursed: |   |                           | 
| | Hunter Dickinson Services Inc. (a)         | $ | 1,603,106                 | 
| | Hunter Dickinson Group Inc. (b)            | $ |                          | 
| | Rockwell Diamond Inc. (c)                  | $ | 5,553,629                 | 

---

|AMARC RESOURCES LTD.                          
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|Years ended March 31, 2008, 2007, and 2006    
|(Expressed in Canadian
      Dollars)         

| | (a) | Hunter Dickinson Services Inc (HDSI) formerly named
      Hunter Dickinson Inc ("HDI") and its wholly-owned subsidiaries are private
      companies owned equally by several public companies, one of which is the
      Company, and have certain directors in common with the Company. HDSI
      provides geological, technical, corporate development, administrative and
      management services to, and incurs 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 HDSI have arisen in the normal
      course of exploration work on the Company's mineral properties and from
      the provision of ongoing administrative and technical services.                                                                                    
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (b) | Hunter Dickinson Group Inc. ("HDGI") is a private company
      with certain directors in common with the Company that provided consulting
      services to the Company at market rates.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (c) | Rockwell Diamonds Inc., formerly named Rockwell Ventures
      Inc., ("Rockwell") is a public company with certain directors in common
      with the Company. On January 26, 2007, the Company advanced $5,500,000 to
      Rockwell pursuant to a 90-day promissory note. Interest on the promissory
      note was calculated at a rate of 20% per annum, compounded quarterly.
      Interest was payable in common shares of Rockwell, based upon the ten day
      average closing price, less a 10% discount. On April 18, 2007, Rockwell
      repaid the principal amount of the loan, together with 497,993 common
      shares of Rockwell at a deemed price of $0.495, representing payment of
      interest on the 90-day promissory note. For the year ended March 31, 2008,
      interest income of $53,629 was recorded on the promissory note.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     | In June 2007, the Company sold its 497,993 common shares
      of Rockwell for proceeds of $315,499. A gain of $68,992 was recorded on
      the sale.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

|9. | INCOME TAXES                                                                                                                                                                 
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                              
|   | As at March 31, 2008 and 2007, the estimated tax effects
      of the significant components within the Companys future income tax
      assets (liabilities) are as follow:

| |                                        |   | March 31   |   |   | March 31   |  
| | -------------------------------------- | - | ---------- | - | - | ---------- | -
| |                                        |   | 2008       |   |   | 2007       |  
| | Future income tax assets (liabilities) |   |            |   |   |            |  
| | Resource pools                         | $ | 2,553,000  |   | $ | 2,348,000  |  
| | Loss carry forwards                    |   | 1,024,000  |   |   | 1,096,000  |  
| | Share issued cost                      |   | 23,000     |   |   | 59,000     |  
| | Other                                  |   |           |   |   |           |  
| | Subtotal                               |   | 3,600,000  |   |   | 3,503,000  |  
| | Valuation allowance                    |   | (3,600,000 | ) |   | (3,503,000 | )
| | Net future income tax asset            | $ |           |   | $ |           |  

---

|AMARC RESOURCES LTD.                          
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|Years ended March 31, 2008, 2007, and 2006    
|(Expressed in Canadian
      Dollars)         

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

March 31
    
    
    March 312008
    
    
    2007Combined Canadian federal and
      provincialstatutory rate
    
    33.47%
    
    
    31.00%Income tax at statutory rates
    $
    (1,191,000
    )
    $
    (427,000
    )Non-deductible items
    
    264,000
    
    
    2,000Change in future tax rates
    
    830,000
    
    
    320,000Benefit of share issuance
      costs
    
    
    
    
    (31,000
    )Change in valuation allowance
    
    97,000
    
    
    136,000$
    
    
    $
    


|    | At March 31, 2008, the Company had non-capital losses
      available for Canadian income tax purposes totaling approximately $3.9
      million (2007  $3.4 million) expiring in various periods to
  2028.                                                                                                                                                                                                                                         
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|10. | FINANCIAL INSTRUMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | The carrying amounts of cash and cash equivalents,
      amounts receivable, amounts due to/from the related parties and accounts
      payable and accrued liabilities approximate their fair values due to the
      short term to maturity of such instruments.                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | The Company is exposed in varying degrees to a variety of
      financial instrument related risks. The Board approves and monitors the
      risk management processes, inclusive of documented treasury policies,
      counterparty limits, controlling and reporting structures. The type of
      risk exposure and the way in which such exposure is managed is provided as
      follows:                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | (i)        Credit
      Risk                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | The Companys credit risk is primarily attributable to
      its liquid financial assets. The Company limits exposure to credit risk on
      liquid financial assets through maintaining its cash and equivalents in
      high quality investments with major financial institutions and in federal
      government-backed treasury bills. The Company does not have any financial
      assets that are invested in asset backed commercial paper.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | (ii)       Liquidity
      Risk                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | The Company ensures that there is sufficient cash in
      order to meet its short term business requirements, after taking into
      account the Companys holdings of cash and cash equivalents.
  The                                                                                                                                                                                                                                             

---

|AMARC RESOURCES LTD.                          
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|Years ended March 31, 2008, 2007, and 2006    
|(Expressed in Canadian
      Dollars)         

Companys cash and equivalents are
invested in business accounts, commercial paper and treasury bills, which are
immediately available on demand for the Companys use.

The Company has sufficient cash and
cash equivalents to meet commitments associated with its financial
liabilities.

(iii)     
Price Risks

The significant price risk exposures to
which the Company is exposed are foreign exchange risk, interest rate risk and
commodity price risk.

Foreign exchange risk

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

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

| |                                    |   | As at March 31, |  |   | As at March 31, | 
| | ---------------------------------- | - | --------------- |  | - | --------------- | 
| | Expressed in CAD
      equivalents |   | 2008            |  |   | 2007            | 
| | Financial assets                   |   |                 |  |   |                 | 
| | United States dollars              | $ | 946,129         |  | $ | 1,071,053       | 
| | Mexican pesos                      |   | 40,235          |  |   | 43,675          | 
| | Total financial assets             | $ | 986,364         |  | $ | 1,114,728       | 

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

The Company currently does not engage
in foreign currency hedging.

The following significant exchange
rates applied during the year:

| |                                      |  | Year
      ended March 31 | 
| | ------------------------------------ |  | ------------------------- | 
| |                                      |  |                           | 
| |                                      |  | 2008                      | 
| | USD to CAD                           |  |                           | 
| | United States dollars  closing rate |  | 1.0265                    | 
| | United States dollars  average rate |  | 1.0322                    | 
| |                                      |  |                           | 
| | MXN to CAD                           |  |                           | 
| | Mexican Peso  closing rate          |  | 10.341                    | 
| | Mexican Peso  average rate          |  | 10.556                    | 

---

|AMARC RESOURCES LTD.                          
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|Years ended March 31, 2008, 2007, and 2006    
|(Expressed in Canadian
      Dollars)         

Interest rate risk

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

Market risk

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

|11. | DIFFERENCES BETWEEN CANADIAN AND UNITED STATES
      GENERALLY ACCEPTED ACCOUNTING PRINCIPLES                                                                                                                                                                                                                                                                                                                                                           
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | The consolidated financial statements have been prepared
      in accordance with Canadian generally accepted accounting principles
      ("Canadian GAAP"), which differ in certain material respects from those
      principles that the Company would have followed had its consolidated
      financial statements been prepared in accordance with the generally
      accepted accounting principles in United States of America ("US
    GAAP").
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | Had the Company followed US GAAP, certain items on the
      consolidated statements of loss, comprehensive loss and deficit, and
      balance sheets would have been reported as
follows:                                                                                                                                                                                                                                                             

| |                                              |   | Years
      ended March 31, |   |   |            |  
| | -------------------------------------------- | - | --------------------------- | - | - | ---------- | -
| | Consolidated statements of operations        |   |                             |   |   |            |  
| |                                              |   | 2008                        |   |   | 2007       |  
| | Loss for the year under Canadian GAAP        | $ | (3,557,300                  | ) | $ | (1,376,438 | )
| | Other comprehensive income                   |   |                             |   |   |            |  
| | Mark-to-market adjustment (note
      10(c)) |   |                            |   |   |           |  
| | Comprehensive
      loss                     | $ | (3,557,300                  | ) | $ | (1,376,438 | )
| |                                              |   |                             |   |   |            |  
| | Comprehensive
      loss per share US GAAP   | $ | (0.06                       | ) | $ | (0.03      | )

There are no material differences
between Canadian GAAP and US GAAP in the consolidated balance sheet as at March
31, 2008 and 2007 and the consolidated statement of cash flows for the years
ended March 31, 2008, 2007 and 2006.

---

|AMARC RESOURCES LTD.                          
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|Years ended March 31, 2008, 2007, and 2006    
|(Expressed in Canadian
      Dollars)         

| | (a) | Mineral property costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     | The Company's policy of expensing all property costs
      except where an outright property interest has been acquired results in an
      accounting treatment for these costs which the Company considers to be
      materially congruent with US GAAP. Accordingly, the Company considers that
      there are no differences between US and Canadian GAAP with respect to
      mineral property costs in these consolidated financial
  statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (b) | Stock-based compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     | In December 2004, the Financial Accounting Standards
      Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS")
      No. 123 (Revised 2006), "Share-Based Payment" ("SFAS 123(R)"),
      which is a revision of SFAS 123 "Accounting for Stock-Based
      Compensation". SFAS 123(R) supersedes APB Opinion No. 25,
      "Accounting for Stock Issued to Employees". SFAS 123(R) requires
      all share-based payments to employees, including grants of employee stock
      options, to be recognized in the income statement based on their fair
      values. In calculating compensation to be recognized, SFAS 123(R) requires
      the Company to estimate future forfeitures. Prior to adoption of SFAS
      123(R), accounting for stock based compensation for US GAAP purposes was
      consistent with that used for Canadian GAAP. For Canadian GAAP purposes,
      the Company uses the fair value method to account for all stock option
      grants but accounts for forfeitures as they occur, as permitted by
      Canadian GAAP. As the Company had no stock options outstanding at March
      31, 2008, 2007 and 2006, the expense that would have been recognized for
      US GAAP purposes is not materially different from would have been recorded
      for Canadian GAAP purposes.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (c) | Available for sale securities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     | In the year ended March 31, 2006, under US GAAP, the
      Company realized a prior year mark-to- market adjustment on the disposal
      of the Company's investment in marketable securities, namely its holdings
      of common shares of Yukon Zinc and Chatworth. No such adjustment would be
      recorded under Canadian GAAP.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     | During the current fiscal year, this difference in
      accounting treatment for unrealized gain or loss on available for sale
      financial assets has been eliminated due to the Companys adoption of the
      new CICA accounting standards pertaining to financial instruments on a
      prospective basis with no restatement to prior period financial statements
      (note 4(a)).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

---

|AMARC RESOURCES LTD.                          
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|Years ended March 31, 2008, 2007, and 2006    
|(Expressed in Canadian
      Dollars)         

| | (d) | Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     | In June 2006, the Financial Accounting Standards Board
      (FASB) issued FASB Interpretation No. 48 (FIN 48) - Accounting for
      Uncertainty in Income Taxes, an Interpretation of FASB Statement No. 109
      (Accounting for Income Taxes)to create a single model to address
      accounting for uncertainty in tax positions. FIN 48 clarifies the
      accounting for income taxes, by prescribing a minimum recognition
      threshold a tax position is required to meet before being recognized in
      the financial statements. FIN 48 is effective for fiscal years beginning
      after December 31, 2006.                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     | Under US GAAP effective January 1, 2007, the Company
      adopted the provisions of FIN 48 that prescribe a recognition threshold
      and measurement attribute for the financial statement recognition and
      measurement of a tax position taken or expected to be taken in a tax
      return. The interpretation requires that the Company recognized the impact
      of a tax position in the financial statements if that position is more
      likely than not of being sustained on audit, based on the technical merits
      of the position. Fin 48 also provides guidance on derecognition,
      classification, interest and penalties, accounting in interim periods and
      disclosure. In accordance with the provisions of FIN 48, any cumulative
      effect resulting from the change in accounting principle is to be recorded
      as an adjustment to the opening balance of deficit. The adoption of FIN 48
      did not result in a material impact on the Company's consolidated
      financial position or results of operations.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (e) | Amounts receivable and prepaid expenses
  comprise:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

| |                    |   | As at March 31 |  |   | As at March 31 | 
| | ------------------ | - | -------------- |  | - | -------------- | 
| |                    |   | 2008           |  |   | 2007           | 
| | GST receivable     | $ | 181,300        |  | $ | 33,388         | 
| | Prepaid expenses   |   | 19,785         |  |   | 40,077         | 
| | Advances and other |   | 48,167         |  |   | 38,976         | 
| |                    | $ | 249,252        |  | $ | 112,441        | 

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

| |                           |   | As at March 31 |  |   | As at March 31 | 
| | ------------------------- | - | -------------- |  | - | -------------- | 
| |                           |   | 2008           |  |   | 2007           | 
| | Trade payables            | $ | 19,377         |  | $ | 63,012         | 
| | Accrued
      liabilities |   | 25,000         |  |   | 15,000         | 
| |                           | $ | 44,377         |  | $ | 78,012         | 

---

|AMARC RESOURCES LTD.                          
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|Years ended March 31, 2008, 2007, and 2006    
|(Expressed in Canadian
      Dollars)         

| | (g) | Impact of recent United States accounting
      pronouncements:
| | --- | ---------------------------------------------------------------

| | i)   | Statement of Financial Accounting Standards (SFAS) No.
      157: Fair Value Measurements,defines fair value, establishes a
      framework for measuring fair value in generally accepted accounting
      principles (GAAP), and expands disclosures about fair value measurements.
      SFAS No. 157 applies under other accounting pronouncements that require or
      permit fair value measurements. SFAS No. 157 is effective for the
      Companys 2009 fiscal year. Management is analyzing the requirements of
      this new standard but believes that its adoption will not have a
      significant impact on the Companys financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                   
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ii)  | SFAS No. 159, The Fair Value Option for Financial
      Assets and Financial Liabilities Included an amendment of SFAS No.
      115.This Statement permits entities to choose to measure many
      financial instruments and certain other items at fair value. This
      Statement applies to all entities, including not-for-profit organizations.
      Most of the provisions of this Statement apply only to entities that elect
      the fair value option. SFAS No. 159 is effective for the Companys 2009
      fiscal year. Management is analyzing the requirements of this new standard
      but believes that its adoption will not have a significant impact on the
      Company's financial statements.                                                                                                                                                                                                                                                                                                                                                           
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | iii) | FASB Staff Position (FSP) No. FIN 46 (R)-7, The
      Application of FASB Interpretation No. 46 (R) to Investment Companies,amends interpretation 46 (R) to provide an exception to the scope of
      the Interpretation for companies within the scope of the AICPA Audit and
      Accounting Guide (Guide). This FSP concludes that no additional
      consolidation guidance is necessary to the Guide. The Companys
      preliminary assessment does not indicate that this FSP will have a
      significant impact on the financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | iv)  | In December 2007, the FASB issued SFAS No. 141R,
      Business Combinations,which requires recognition of the assets
      acquired, liabilities assumed and non-controlling interest arising in a
      business combination at their fair value as of the acquisition date. In
      addition, the costs of acquisition must be expensed. This statement will
      be effective for the Companys 2009 fiscal year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | v)   | In December 2007, the FASB issued SFAS No. 160,
      "Non-controlling Interests in Consolidated Financial Statements-An
      Amendment of ARB No. 51" ("SFAS 160"). SFAS 160 establishes accounting
      and reporting standards for the non-controlling interest in a subsidiary
      (previously referred to as minority interests). SFAS 160 also requires
      that a retained non-controlling interest upon the deconsolidation of a
      subsidiary be initially measured at its fair value. Upon adoption of SFAS
      160, the Company would be required to report any non-controlling interests
      as a separate component of stockholders' equity. The Company would also be
      required to present any net income allocable to non-controlling interests
      and net income attributable to the stockholders of the Company separately
      in its consolidated statements of operations. SFAS 160 is effective for
      the Companys 2009 fiscal year, except for the presentation and disclosure
      requirements, which will be applied
retroactively.

---

|AMARC RESOURCES LTD.                          
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|Years ended March 31, 2008, 2007, and 2006    
|(Expressed in Canadian
      Dollars)         

| | vi)  | In March 2008, the FASB issued FAS No. 161, Disclosure
      about Derivative Instruments and Hedging Activities (FAS 161). FAS 161
      changes the disclosure requirements for derivative instruments and hedging
      activities by requiring enhanced disclosures about how and why an entity
      uses derivatives instruments, how derivative instruments and related
      hedged items affect an entitys operating results, financial position, and
      cash flows. FAS 161 is effective for the Companys 2009 fiscal year. Early
      adoption is permitted. The Company is currently reviewing the provisions
      of FAS 161. However, as the provisions of FAS 161 are only related to
      disclosure of derivative and hedging activities, the Company does not
      believe the adoption of FAS 161 will have a material impact on its
      consolidated operating results, financial position or cash
flows.                                                            
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | vii) | In May 2008, the FASB issued SFAS No. 162, The
      Hierarchy of Generally Accepted Accounting Principles ("SFAS No.
      162"). The new standard is intended to improve financial reporting by
      identifying a consistent framework, or hierarchy, for selecting accounting
      principles to be used in preparing financial statements that are presented
      in conformity with U.S. generally accepted accounting principles (GAAP)
      for nongovernmental entities. SFAS No. 162 is effective 60 days following
      the Securities and Exchange Commission's approval of the Public Company
      Accounting Oversight Board Auditing amendments to AU Section 411, The
      Meaning of Present Fairly in Conformity with Generally Accepted Accounting
      Principles. The Company is currently evaluating the impact of adoption of
      SFAS No. 162 but does not expect adoption to have a material impact on
      results of operations, cash flows or financial
position.

---