FINANCIAL STATEMENTS

YEARS ENDED MARCH 31, 2011, 2010 AND 2009

(Expressed in Canadian Dollars, unless otherwise stated)

---



REPORT OF INDEPENDENT REGISTERED CHARTERED ACCOUNTANTS

To the Shareholders of Amarc Resources Ltd.

We have audited the accompanying financial statements of Amarc
Resources Ltd. (the Company), which comprise the balance sheets as at March
31, 2011 and 2010, and the statements of operations and comprehensive loss,
shareholders equity and cash flows for each of the years in the three-year
period ended March 31, 2011, and a summary of significant accounting policies
and other explanatory information.

Managements Responsibility for the Financial Statements

Management is responsible for the preparation and fair
presentation of these financial statements in accordance with Canadian generally
accepted accounting principles, and for such internal control as management
determines is necessary to enable the preparation of financial statements that
are free from material misstatement, whether due to fraud or error.

Auditors Responsibility

Our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits in accordance with
Canadian generally accepted auditing standards and the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we comply with ethical requirements and plan and perform the audit to obtain
reasonable assurance whether the financial statements are free of material
misstatement.

An audit involves performing procedures to obtain audit
evidence about the amounts and disclosures in the financial statements. The
procedures selected depend on the auditors judgment, including the assessment
of the risks of material misstatement of the financial statements, whether due
to fraud or error. In making those risk assessments, the auditor considers
internal control relevant to the entity's preparation and fair presentation of
the financial statements in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the entitys internal control. An audit also
includes evaluating the appropriateness of accounting policies used and the
reasonableness of accounting estimates made by management, as well as evaluating
the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements present fairly, in all
material respects, the financial position of Amarc Resources Ltd. as at March
31, 2011 and 2010 and its financial performance and its cash flows for each of
the years in the three year period ended March 31, 2011 in accordance with
Canadian generally accepted accounting principles.

INDEPENDENT REGISTERED CHARTERED ACCOUNTANTS
Vancouver, Canada July 25, 2011, except for note 14 which is at
September 30, 2011

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

|                                                            |   | March
      31, |   |   | March
      31, |  
|----------------------------------------------------------- | - | --------------- | - | - | --------------- | -
|                                                            |   | 2011            |   |   | 2010            |  
|ASSETS                                                      |   |                 |   |   |                 |  
|                                                            |   |                 |   |   |                 |  
|Current assets                                              |   |                 |   |   |                 |  
|Cash and equivalents                                        | $ | 6,811,177       |   | $ | 4,310,460       |  
|Amounts receivable and prepaid
      expenses (note 13 (a)) |   | 1,197,540       |   |   | 172,223         |  
|Marketable securities (note 5)                              |   | 113,750         |   |   | 45,376          |  
|Balance due from related parties (note 10)                  |   | 57,632          |   |   | 29,870          |  
|                                                            |   | 8,180,099       |   |   | 4,557,929       |  
|                                                            |   |                 |   |   |                 |  
|Refundable deposits and other prepayment                    |   | 162,095         |   |   | 92,095          |  
|Equipment (note 6)                                          |   | 27,513          |   |   | 37,863          |  
|Mineral property
      interests (note 7)                   |   | 2               |   |   | 2               |  
|                                                            | $ | 8,369,709       |   | $ | 4,687,889       |  
|                                                            |   |                 |   |   |                 |  
|                                                            |   |                 |   |   |                 |  
|LIABILITIES AND SHAREHOLDERS' EQUITY                        |   |                 |   |   |                 |  
|                                                            |   |                 |   |   |                 |  
|Current liabilities                                         |   |                 |   |   |                 |  
|Accounts payable and accrued liabilities                    | $ | 64,995          |   | $ | 32,999          |  
|                                                            |   |                 |   |   |                 |  
|Shareholders' equity                                        |   |                 |   |   |                 |  
|Share capital (note 9)                                      |   | 46,352,087      |   |   | 36,474,363      |  
|Contributed surplus (note
      9(e))                       |   | 1,852,377       |   |   | 1,852,377       |  
|Accumulated other comprehensive income (loss)               |   | 65,749          |   |   | (2,625          | )
|Accumulated deficit                                         |   | (39,965,499     | ) |   | (33,669,225     | )
|                                                            |   | 8,304,714       |   |   | 4,654,890       |  
|                                                            |   |                 |   |   |                 |  
|Nature and continuance of operations (note 1)               |   |                 |   |   |                 |  
|Commitments (note 7(a), 9(b))                               |   |                 |   |   |                 |  
|Subsequent events
      (note 7(a), 9(c), 13)               |   |                 |   |   |                 |  
|                                                            | $ | 8,369,709       |   | $ | 4,687,889       |  

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

Approved by the Board of Directors

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

Page 1

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AMARC RESOURCES
LTD.Statements of Operations and Comprehensive
Loss(Expressed in Canadian Dollars, except for weighted average number
of outstanding shares)

|                                                         |   | Years
      ended March 31 |  
|-------------------------------------------------------- | - | -------------------------- | -
|                                                         |   | 2011                       |  
|                                                         |   |                            |  
|Expenses                                                 |   |                            |  
|Amortization                                             | $ | 11,791                     |  
|Exploration (note 8)                                     |   | 5,039,366                  |  
|Legal, accounting, and audit                             |   | 81,770                     |  
|Management and consulting                                |   | 3,965                      |  
|Office and administration                                |   | 196,948                    |  
|Salaries and benefits                                    |   | 692,893                    |  
|Shareholder communication                                |   | 174,878                    |  
|Stock-based compensation (note 9(c))                     |   |                           |  
|Travel                                                   |   | 77,146                     |  
|Trust
      and filing                                   |   | 33,422                     |  
|                                                         |   | 6,312,179                  |  
|Other items                                              |   |                            |  
|Foreign exchange loss (gain)                             |   | (115                       | )
|Gain on disposal of fixed assets                         |   |                           |  
|Interest and other income                                |   | (63,470                    | )
|Interest expense                                         |   | 500                        |  
|Provision for bad debt                                   |   | 29,067                     |  
|Tax related
      to flow-through financing (note 9 (b)) |   | 18,113                     |  
|Loss for the year                                        | $ | 6,296,274                  |  
|                                                         |   |                            |  
|Loss for the year                                        | $ | 6,296,274                  |  
|Unrealized
      loss (gain) on marketable securities    |   | (68,374                    | )
|Total comprehensive loss for the year                    | $ | 6,227,900                  |  
|                                                         |   |                            |  
|Basic and diluted loss per share                         | $ | 0.07                       |  
|                                                         |   |                            |  
|Weighted average number of common shares outstanding     |   | 89,132,492                 |  

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

Page 2

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AMARC RESOURCES LTD.StatementsofShareholders'Equity(Expressed in Canadian Dollars, except for number of shares)

Year
        ended March 31, 2011
      
      
      Year
        ended March 31, 2010
      
      
      Year
        ended March 31, 2009Number of
      
      
      
      
      
      Number of
      
      
      
      
      
      Number ofShare capital
      
      shares
      
      
      
      
      
      shares
      
      
      
      
      
      sharesBalance at beginning of the
        year
      
      83,839,473
      
      $
      36,474,363
      
      
      72,739,473
      
      $
      31,247,065
      
      
      67,739,473
      
      $
      30,747,065Common shares issued pursuant
        to the Newton property option             agreement
        at a fair value of $0.17 per share (note 9(b))
      
      
      
      
      
      
      
      100,000
      
      
      17,000
      
      
      
      
      
      Exercise of share
        warrants at $0.10 per share (note 9(b))
      
      5,000,000
      
      
      500,000
      
      
      
      
      
      
      
      
      5,000,000
      
      
      500,000Private placement at $0.50 per
        share, net of issue costs (note 9(b))
      
      
      
      
      
      
      
      11,000,000
      
      
      5,210,298
      
      
      
      
      
      Private placement
        at $0.80 per share, net of issue costs (note 9(b))
      
      5,812,500
      
      
      4,449,343
      
      
      
      
      
      
      
      
      
      
      
      Private placement at $0.65 per share, net of
        issue costs (note 9(b))
      
      8,076,923
      
      
      4,928,381
      
      
      
      
      
      
      
      
      
      
      
      Balance at end of the year
      
      102,728,896
      
      $
      46,352,087
      
      
      83,839,473
      
      $
      36,474,363
      
      
      72,739,473
      
      $
      31,247,065Contributed surplusBalance at beginning of the year
      
      
      
      $
      1,852,377
      
      
      
      
      $
      1,713,992
      
      
      
      
      $
      1,469,931Stock-based compensation
      
      
      
      
      
      
      
      
      
      
      138,385
      
      
      
      
      
      244,061Balance at end of the year
      
      
      
      $
      1,852,377
      
      
      
      
      $
      1,852,377
      
      
      
      
      $
      1,713,992Accumulated other comprehensive income (loss)Balance at beginning of the
        year
      
      
      
      $
      (2,625
      )
      
      
      
      $
      
      
      
      
      
      $
      Unrealized gain (loss) on marketable securities'
        (note 5)
      
      
      
      
      68,374
      
      
      
      
      
      (2,625
      )
      
      
      
      
      Balance at end of the year
      
      
      
      $
      65,749
      
      
      
      
      $
      (2,625
      )
      
      
      
      $
      Accumulated deficitBalance at beginning of the year
      
      
      
      $
      (33,669,225
      )
      
      
      
      $
      (29,567,680
      )
      
      
      
      $
      (24,458,520
      )Loss for the year
      
      
      
      
      (6,296,274
      )
      
      
      
      
      (4,101,545
      )
      
      
      
      
      (5,109,160
      )Balance at end of the year
      
      
      
      $
      (39,965,499
      )
      
      
      
      $
      (33,669,225
      )
      
      
      
      $
      (29,567,680
      )Total Shareholders' Equity
      
      
      
      $
      8,304,714
      
      
      
      
      $
      4,654,890
      
      
      
      
      $
      3,393,377
      
      
      
      
      
      


Theaccompanyingnotes are anintegralpart of thesefinancialstatements.

Page 3

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

|                                                               |   | Years ended March 31 |  
|-------------------------------------------------------------- | - | -------------------- | -
|Cash provided by (used
      in)                               |   | 2011                 |  
|                                                               |   |                      |  
|Operating activities                                           |   |                      |  
|Loss for the year                                              | $ | (6,296,274           | )
|Adjustments for:                                               |   |                      |  
|Amortization                                                   |   | 11,791               |  
|Common shares received, included in exploration
      expenses |   |                     |  
|Common shares issued, included
      in exploration expenses   |   |                     |  
|Unrealized foreign exchange loss (gain)                        |   | (18                  | )
|Gain on disposal of equipment                                  |   |                     |  
|Provision for bad debt                                         |   | 29,067               |  
|Stock-based compensation                                       |   |                     |  
|Changes in working capital:                                    |   |                      |  
|Amounts receivable and prepaid
      expenses                  |   | (1,124,384           | )
|Balances due from related parties                              |   | (27,762              | )
|Accounts payable and accrued liabilities                       |   | 31,996               |  
|Cash used in operating
      activities                        |   | (7,375,584           | )
|                                                               |   |                      |  
|Investing activities                                           |   |                      |  
|Proceeds from sale of equipment                                |   |                     |  
|Purchase of equipment                                          |   | (1,441               | )
|Cash provided by (used in) investing activities                |   | (1,441               | )
|                                                               |   |                      |  
|Financing activities                                           |   |                      |  
|Proceeds from issuance
      of shares                         |   | 9,877,724            |  
|Cash provided by financing activities                          |   | 9,877,724            |  
|                                                               |   |                      |  
|Increase (decrease) in cash and equivalents                    |   | 2,500,699            |  
|Cash and equivalents,
      beginning of the year              |   | 4,310,460            |  
|                                                               |   | 6,811,159            |  
|Effect of exchange
      rate fluctuations on cash held        |   | 18                   |  
|Cash and equivalents, end of the year                          | $ | 6,811,177            |  
|                                                               |   |                      |  
|Components of cash and equivalents are as
      follows:       |   |                      |  
|Cash                                                           | $ | 6,811,177            |  
|                                                               |   |                      |  
|Supplementary cash flow information:                           |   |                      |  
|Interest received                                              | $ | 63,470               |  
|Interest paid                                                  | $ | 500                  |  
|                                                               |   |                      |  
|Non cash investing and financing activities:                   |   |                      |  
|Issuance of common shares for
      property option fees       | $ |                     |  
|Marketable securities received                                 | $ | 35,000               |  
|Common shares received, included in exploration
      expenses | $ |                     |  

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

Page 4

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|AMARC RESOURCES LTD.                                          
|--------------------------------------------------------------
|Notes to the Financial Statements                             
|Years ended March 31, 2011, 2010, and 2009                    
|(Expressed in
      Canadian Dollars, unless otherwise stated)

|1. | NATURE AND CONTINUANCE OF OPERATIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | Amarc Resources Ltd. (the "Company") is incorporated
      under the laws of the province of British Columbia, and its principal
      business activity is the acquisition and exploration of mineral
      properties. Its principal mineral property interests are located in
      British Columbia.                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | These financial statements have been prepared using
      Canadian generally accepted accounting principles ("GAAP") assuming a
      going concern. The Company has incurred losses since inception and its
      ability to continue as a going concern depends upon its capacity to
      develop profitable operations and to continue to raise adequate financing.
      These financial statements do not reflect adjustments, which could be
      material, to the carrying values of assets and liabilities which may be
      required should the Company be unable to continue as a going
    concern.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|2. | BASIS OF PRESENTATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | These financial statements are prepared in accordance
      with Canadian GAAP and are presented in Canadian dollars.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|3. | SIGNIFICANT ACCOUNTING
POLICIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

|(a) | Cash and equivalents                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | Cash and equivalents consist of cash and highly liquid
      investments, having maturity dates of three months or less from the date
      of purchase, which are readily convertible to known amounts of
  cash.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(b) | 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) | 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.                                                                                                                              

Page 5

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|AMARC RESOURCES LTD.                                          
|--------------------------------------------------------------
|Notes to the Financial Statements                             
|Years ended March 31, 2011, 2010, and 2009                    
|(Expressed in Canadian
      Dollars, unless otherwise stated)

|    | 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, 2011 has been
      minimal.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(d) | Government assistance                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | Due to the uncertainty of approval associated with
      mineral exploration tax credits and other government grants for which the
      Company applies, government grants are recorded and credited to
      exploration expenses when the proceeds of these grants are actually
      received, or when received subsequent to the balance sheet date prior to
      the issuance of the financial statements.                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(e) | Share capital                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | Common shares issued for mineral property interests are
      recorded at their fair market value based upon the trading price of the
      shares on the TSX Venture Exchange on the date of issue or as otherwise
      provided under the agreement terms to issue the shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | The proceeds from common shares issued pursuant to
      flow-through share financing agreements are credited to share capital and
      the tax benefits of the exploration expenditures incurred pursuant to
      these agreements are transferred to the purchaser of the flow-through
      shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | Share issue costs are deducted from share
  capital.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(f) | Stock-based compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | The Company accounts for all non-cash stock-based
      payments to non-employees, and employee awards that are direct awards of
      shares that call for settlement in cash or other assets, or that
  are share appreciation rights which call for settlement by
  the issuance of equity instruments, using the fair value method.                                                                                                                                                                                                                                                                                                                                                                                                                            

Page 6

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|AMARC RESOURCES LTD.                                          
|--------------------------------------------------------------
|Notes to the Financial Statements                             
|Years ended March 31, 2011, 2010, and 2009                    
|(Expressed in Canadian
      Dollars, unless otherwise stated)

|    | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(g) | Use of estimates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | The preparation of financial statements in conformity
      with Canadian generally accepted accounting principles requires management
      to make estimates and assumptions that affect the reported amounts of
      assets and liabilities and the disclosure of contingent assets and
      liabilities as at the balance sheet date, and the reported amounts of
      revenues and expenses during the reporting period. Significant areas
      requiring the use of management estimates include the determination of
      potential impairments of asset values, rates for amortization of
      equipment, the determination of future income tax liability and related
      valuation allowance, and the assumptions used in determining the fair
      value of non-cash stock-based compensation. Actual results could differ
      from those estimates.                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(h) | Foreign currency translation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | Revenues and expenses conducted in foreign currencies are
      translated at average exchange rates for the period. Amortization is
      translated at the same exchange rates as the assets to which it relates.
      Foreign exchange gains or losses are recognized in the statement of
      operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(i) | Segment disclosures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | The Company is operating in a single reportable segment 
      the acquisition, exploration and development of mineral properties in
      Canada.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(j) | Income taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | The Company uses the asset and liability method of
      accounting for income taxes. Under this method, future income tax assets
      and liabilities are computed based on differences between the carrying
      amount of assets and liabilities on the balance sheet and their
      corresponding tax values, generally using the enacted or substantively
      enacted income tax rates expected to apply to taxable income in the years
      in which those temporary differences are expected to be recovered or
      settled. Future income tax assets also result from unused loss
      carry-forwards and other deductions. Future tax assets are recognized to the extent that they
      are considered more likely than not to be realized. The valuation of
      future income tax assets is adjusted, if necessary, by the use of a
      valuation allowance to reflect the estimated realizable amount.                                                       

Page 7

---

|AMARC RESOURCES LTD.                                          
|--------------------------------------------------------------
|Notes to the Financial Statements                             
|Years ended March 31, 2011, 2010, and 2009                    
|(Expressed in Canadian
      Dollars, unless otherwise stated)

|    | Under the Canadian Income Tax Act, a company may issue
      securities referred to as flow-through shares whereby the investor may
      claim the tax deductions arising from the qualifying expenditure of the
      proceeds by the company. When resource expenditures are renounced to the
      investors and the Company has reasonable assurance that the expenditures
      will be completed, future income tax liabilities are recognized (renounced
      expenditures multiplied by the effective corporate tax rate), thereby
      reducing share capital. Previously unrecognized tax assets may then offset
      or eliminate the liability recorded.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(k) | Loss per share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | Basic loss per share is calculated by dividing the loss
      for the period by the weighted average number of common shares outstanding
      during the period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | Diluted loss per share is calculated using the treasury
      stock method. Under the treasury stock method, the weighted average number
      of common shares outstanding used for the calculation of diluted loss per
      share assumes that the proceeds to be received on the exercise of dilutive
      stock options and warrants are used to repurchase common shares at the
      average market price during the period.                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | When the Company is in a net loss position, diluted loss
      per share is not presented separately as the effect of the outstanding
      options and warrants would be anti-dilutive.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(l) | Impairment of long-lived assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | The Company reviews and evaluates its long-lived assets,
      including mineral properties and plant and equipment, for impairment when
      events or changes in circumstances indicate that the related carrying
      amounts may not be recoverable. Recoverability of assets to be held and
      used is measured by a comparison of the carrying amount of an asset to its
      estimated undiscounted future cash flows expected to be generated by the
      asset. Measurement of an impairment loss is based on the excess of the
      estimated fair value of the asset over its carrying value.                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | At each reporting period and whenever events or
      circumstances indicate that an asset's fair value may not be at least
      equal to its carrying value, management of the Company reviews the net
      carrying value. These reviews involve consideration of the fair value of
      each property to determine whether a permanent impairment in value has
      occurred and whether any asset write down is necessary.                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(m) | Financial instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | All financial instruments, including derivatives, are
      included on the Company's balance sheet and measured either at fair value
      or, in certain circumstances when fair value may not be considered most
      relevant, at cost or amortized cost. Changes in fair value are recognized
      in the statements of operations or accumulated other comprehensive income,
      depending on the classification of the related
  instruments.                                                                                                                                                                                                                

Page 8

---

|AMARC RESOURCES LTD.                                          
|--------------------------------------------------------------
|Notes to the Financial Statements                             
|Years ended March 31, 2011, 2010, and 2009                    
|(Expressed in Canadian
      Dollars, unless otherwise stated)

All financial assets and liabilities
are recognized when the entity becomes a party to the contract creating the
asset or liability. All financial instruments are classified into one of the
following categories: held for trading, held-to-maturity, loans and receivables,
available-for-sale financial assets, or other financial liabilities. Initial and
subsequent measurement and recognition of changes in the value of financial
instruments depends on their initial classification:

| |  | Held-to-maturity investments, loans and receivables, and
      other financial liabilities are initially measured at fair value and
      subsequently measured at amortized cost. Amortization of premiums or
      discounts and losses due to impairment are included in current period
      earnings (loss).                                                                                                  
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                    
| |  | Available-for-sale financial assets are measured at fair
      value. Changes in fair value are included in other comprehensive income
      (loss) until the gain or loss is recognized in earnings (loss).                                                                                                                                                                                                       
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                    
| |  | Held for trading financial instruments are measured at
      fair value. All changes in fair value are included in 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 earnings (loss) in the period in which they arise,
      except for cash flow hedge transactions which qualify for hedge accounting
      treatment in which case gains and losses are recognized in other
      comprehensive income (loss).

In accordance with this standard, the
Company has classified its financial instruments as follows:

| | Financial Instrument                            | Classification                  | Measurement   
| | ----------------------------------------------- | ------------------------------- | --------------
| | Amounts receivable                              | Loans and Receivables           | Amortized cost
| | Balance due from related parties                | Loans and Receivable            | Amortized cost
| | Marketable securities and
      investments (i) | Available for Sale              | Fair Value    
| | Accounts payable and accrued liabilities        | Other
      Financial Liability | Amortized cost

| | (i) | Marketable securities are classified as
      available-for-sale securities and are measured at fair market value with
      unrealized gains or losses recorded in comprehensive income (loss). At the
      time securities are sold or otherwise disposed of, gains or losses are
      included in earnings (loss).
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

Page 9

---

|AMARC RESOURCES LTD.                                          
|--------------------------------------------------------------
|Notes to the Financial Statements                             
|Years ended March 31, 2011, 2010, and 2009                    
|(Expressed in Canadian
      Dollars, unless otherwise stated)

|4. | CHANGES IN ACCOUNTING POLICIES                                                                                                                                                                                                                                                                                                                                                                                                                   
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | Accounting standards not yet adopted                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | International Financial Reporting Standards
      ("IFRS")                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | In February 2008, the Accounting Standards Board ("AcSB")
      announced that 2011 is the changeover date for publicly-listed companies
      to use IFRS. The date is for interim and annual financial statements
      relating to fiscal years beginning on or after January 1, 2011, although
      early adoption was permitted. Due to the Company's March 31 fiscal year
      end, the transition date for the Company is April 1, 2011.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | The adoption of IFRS will require the restatement, for
      comparative purposes, of amounts reported by the Company for the annual
      and interim periods for prior years.                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|5. | MARKETABLE SECURITIES                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | As at March 31, 2011 and March 31, 2010, the Company held
      common shares in several public and private companies. These marketable
      securities were classified as available-for-sale securities with total
      initial costs amounting to $48,001 (2010  $48,001). The estimated fair
      value of these securities at March 31, 2011 was $113,750 (2010 
      $45,376).                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|6. | EQUIPMENT                                                                                                                                                                                                                                                                                                                                                                                                                                        

| |                |   |        |  |   | Accumulated  |  |   | Net Book | 
| | -------------- | - | ------ |  | - | ------------ |  | - | -------- | 
| |                |   | Cost   |  |   | Amortization |  |   | Value    | 
| | March 31, 2011 |   |        |  |   |              |  |   |          | 
| | Site equipment | $ | 45,498 |  | $ | 29,040       |  | $ | 16,458   | 
| | Computers      |   | 30,607 |  |   | 19,552       |  |   | 11,055   | 
| |                | $ | 76,105 |  | $ | 48,592       |  | $ | 27,513   | 
| | March 31, 2010 |   |        |  |   |              |  |   |          | 
| | Site equipment | $ | 44,057 |  | $ | 21,986       |  | $ | 22,071   | 
| | Computers      |   | 30,607 |  |   | 14,815       |  |   | 15,792   | 
| |                | $ | 74,664 |  | $ | 36,801       |  | $ | 37,863   | 

|7. | 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:

Page 10

---

|AMARC RESOURCES LTD.                                          
|--------------------------------------------------------------
|Notes to the Financial Statements                             
|Years ended March 31, 2011, 2010, and 2009                    
|(Expressed in Canadian
      Dollars, unless otherwise stated)

| |                                   |   | March 31 |  |   | March 31 | 
| | --------------------------------- | - | -------- |  | - | -------- | 
| |                                   |   | 2011     |  |   | 2010     | 
| | Ana, Yukon Territory (b)          | $ | 1        |  | $ | 1        | 
| | Mann Lake,
      Saskatchewan (b) |   | 1        |  |   | 1        | 
| |                                   | $ | 2        |  | $ | 2        | 

|    | Title to mining properties involves certain inherent
      risks due to the difficulties of determining the validity of certain
      claims as well as the potential for problems arising from the frequently
      ambiguous conveyancing history characteristic of many mining properties.
      The Company has investigated title to all of its mineral properties and,
      to the best of its knowledge, title to its properties is in good
      standing.                                                                                                                                                                                                                                                                                                                                                                                                          
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(a) | British Columbia, Canada                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | (i) Newton Property                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | In August 2009, the Company entered into an agreement
      ("Newton Agreement") with Newton Gold Corporation ("NGC") (formerly named
      New High Ridge Resources Inc.), whereby the Company acquired the right to
      earn an 80% interest in the Newton property by making a cash payment of
      $60,000 (paid), issuing 100,000 of the Company's common shares (issued) to
      the underlying owners and funding exploration expenditures to the amount
      of $240,000 on or before December 31, 2009 (completed) and an additional
      $4,700,000 (completed) over seven years from the effective date of the
      agreement (see note 13 for subsequent events). In consideration of the
      Company agreeing to issue to the underlying owners 100,000 common shares,
      NGC has agreed to issue to the Company 100,000 common shares
    (issued).
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | The agreement with NGC is subject to an underlying option
      agreement ("Underlying Agreement") with arm's length parties, whereby NGC
      has the right to acquire a 100% undivided interest in all the claims held
      under that agreement through a series of staged payments and share
      issuances, which payments and share issuances have been completed, and
      exploration expenditures to the amount of $240,000 on or before December
      31, 2009 (completed). The claims held under the Underlying Agreement are
      subject to a 2% net smelter royalty, which may be purchased by NGC for
      $2,000,000. Annual advance royalty payments of $25,000 are required
      starting in January 2011.                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | Subsequent to March 31, 2011, the Company completed its
      earn-in requirements under the Newton Agreement, and entered into a joint
      venture with NGC on this property (the "Newton Joint Venture Agreement")
      effective May 16, 2011.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | (ii) NEWS claims                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | As at March 31, 2011, the Company had acquired, by
      staking claims, a 100% interest in the NEWS claims, which extend primarily
      to the south, and also to the north, from the Newton
  property.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

Page 11

---

|AMARC RESOURCES LTD.                                          
|--------------------------------------------------------------
|Notes to the Financial Statements                             
|Years ended March 31, 2011, 2010, and 2009                    
|(Expressed in Canadian
      Dollars, unless otherwise stated)

|    | (iii) Tulox Property                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | The Tulox property (the "Property") was acquired by the
      Company in stages by staking between 2005 to 2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | In April 2009, the Company entered into an agreement with
      Tulox Resources Inc. ("Tulox") (formerly named Sitec Ventures Corp.) and
      amended on March 23, 2010 and July 27, 2010, an unrelated British Columbia
      company, whereby Tulox may acquire a 50% interest in the property for
      consideration of 1,525,000 Tulox common shares (525,000 shares issued) and
      by incurring $1,000,000 in expenditures on the property over three years.
      Under this agreement, Tulox may acquire a 100% interest for additional
      consideration of 1,100,000 of its common shares and by incurring a further
      $1,000,000 in expenditures on the property on or before August 1,
    2013.                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | Tulox has made cash payment of $10,000 and issued 525,000
      common shares to date under the April 2009 Option Agreement. 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 the
      Company can acquire a 60% interest in the property by agreeing, within 90
      days of the completion of a pre-feasibility study, to fund a further
      $10,000,000 of exploration expenditures on the property. However, upon
      exercise of the "back-in right", the Company's entitlement to NSR will
      reduce to 1.2% from 3%.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | Subsequent to March 31, 2011, Tulox assigned the option
      agreement to a subsidiary company, Newlox Gold Ventures Corp ("Newlox"),
      as part of a corporate reorganization and Newlox entered into an amended
      option agreement with Amarc. Under this amended option agreement, Newlox
      can acquire a 100% interest in the Property by spending $2,000,000 on the
      Property and issuing 2,350,000 common shares in its capital to Amarc, in
      tranches ending August 2013.                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | (iv) Galileo and Hubble Properties                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | As at March 31, 2011, the Company held a 100% interest in
      the Galileo and Hubble properties, which are located within the
      Blackwater-Davidson district approximately 120 kilometres southwest of
      Vanderhoof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | (v) Sitlika Properties                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | The Company acquired by staking 100% interests in several
      mineral properties located in the Omineca, Cariboo and Clinton Mining
      Divisions of British Columbia, ranging in location from approximately 110
      kilometers northeast of Smithers to approximately 35 kilometers southwest
      of Williams Lake. As of March 31, 2011, these properties included the
      Aspira, Huge East, Megamine, and Polymet claims.                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(b) | Yukon Territory and Saskatchewan                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | The Company has a 5% net profits interest ("NPI") in the
      46 mineral claims comprising the Ana Property in the Yukon, and a 2.5% NPI
      in a mineral lease comprising the Mann Lake Property in Saskatchewan.
      These net profit interests have been recorded at a nominal value of $1
      each (note 7). The Company has neither active exploration programs nor
      does it plan to undertake any new programs on these properties at the
      present time.                                                                                                                                                                                                                                                                                                                                  

Page 12

---

|AMARC RESOURCES LTD.                                          
|--------------------------------------------------------------
|Notes to the Financial Statements                             
|Years ended March 31, 2011, 2010, and 2009                    
|(Expressed in Canadian
      Dollars, unless otherwise stated)

|8. | EXPLORATION SCHEDULE                                      
|-- | ----------------------------------------------------------
|   |                                                           
|   | Exploration expenses for the year ended March 31,
    2011

| |                                         |   | Newton    |  |   | Sitlika   |  |   |            |  |   | Other      |   |   |            |  
| | --------------------------------------- | - | --------- |  | - | --------- |  | - | ---------- |  | - | ---------- | - | - | ---------- | -
| |                                         |   | program   |  |   | program   |  |   | Generative |  |   | (including |   |   |            |  
| |                                         |   | BC        |  |   | BC        |  |   | BC         |  |   | METC-BC)   |   |   | Total      |  
| | Assays and analysis                     | $ | 539,649   |  | $ |          |  | $ | 13,789     |  | $ | 43,297     |   | $ | 596,735    |  
| | Drilling                                |   | 1,255,720 |  |   |          |  |   |           |  |   |           |   |   | 1,255,720  |  
| | Equipment rental                        |   | 134,408   |  |   |          |  |   |           |  |   | 1,800      |   |   | 136,208    |  
| | Geological                              |   | 2,067,273 |  |   |          |  |   | 163,057    |  |   | 489,028    |   |   | 2,719,358  |  
| | Graphics                                |   | 35,502    |  |   |          |  |   | 4,926      |  |   | 14,939     |   |   | 55,367     |  
| | Helicopter                              |   | 25,703    |  |   |          |  |   |           |  |   |           |   |   | 25,703     |  
| | Mineral Exploration Tax
      Credit    |   |          |  |   |          |  |   |           |  |   | (1,127,201 | ) |   | (1,127,201 | )
| | Property fees and assessments           |   | 174,008   |  |   |          |  |   | 1,125      |  |   | 36,063     |   |   | 211,196    |  
| | Property option payments                |   | 24,999    |  |   |          |  |   |           |  |   |           |   |   | 24,999     |  
| | Site activities                         |   | 817,657   |  |   |          |  |   | 888        |  |   | 14,570     |   |   | 833,115    |  
| | Sustainability                          |   | 184,428   |  |   |          |  |   | 7,495      |  |   | 4,069      |   |   | 195,992    |  
| | Travel and accommodation                |   | 104,783   |  |   |          |  |   | 3,779      |  |   | 3,612      |   |   | 112,174    |  
| | Incurred during fiscal 2011             |   | 5,364,130 |  |   |          |  |   | 195,059    |  |   | (519,823   | ) |   | 5,039,366  |  
| | Cumulative expenditures, March 31, 2010 |   | 2,472,098 |  |   | 7,286,194 |  |   | 3,753,086  |  |   | 11,752,696 |   |   | 25,264,074 |  
| | Cumulative expenditures, March 31, 2011 | $ | 7,836,228 |  | $ | 7,286,194 |  | $ | 3,948,145  |  | $ | 11,232,873 |   | $ | 30,303,440 |  

Exploration expenses for the year ended
March 31, 2010

| |                                         |   | Newton    |  |   | Sitlika   |  |   |            |  |   | Other      |   |   |            |  
| | --------------------------------------- | - | --------- |  | - | --------- |  | - | ---------- |  | - | ---------- | - | - | ---------- | -
| |                                         |   | program   |  |   | program   |  |   | Generative |  |   | (including |   |   |            |  
| |                                         |   | BC        |  |   | BC        |  |   | BC         |  |   | METC-BC)   |   |   | Total      |  
| | Assays and analysis                     | $ | 149,350   |  | $ | 23,243    |  | $ | 54,657     |  | $ | 24,319     |   | $ | 251,569    |  
| | Drilling                                |   | 617,938   |  |   | 1,178     |  |   |           |  |   | 51,190     |   |   | 670,306    |  
| | Equipment rental                        |   | 13,244    |  |   | 13,738    |  |   |           |  |   | 1,547      |   |   | 28,529     |  
| | Geological                              |   | 1,374,625 |  |   | 143,587   |  |   | 211,755    |  |   | 26,428     |   |   | 1,756,395  |  
| | Graphics                                |   | 12,946    |  |   | 2,198     |  |   | 1,980      |  |   | 990        |   |   | 18,114     |  
| | Helicopter                              |   |          |  |   | 79,505    |  |   | 1,645      |  |   | 37,011     |   |   | 118,161    |  
| | Mineral Exploration Tax
      Credit    |   |          |  |   |          |  |   |           |  |   | (252,086   | ) |   | (252,086   | )
| | Property fees and assessments           |   | 9,339     |  |   | 26,837    |  |   | 12,258     |  |   | 26,185     |   |   | 74,619     |  
| | Property option payments                |   | 77,000    |  |   |          |  |   |           |  |   |           |   |   | 77,000     |  
| | Site activities                         |   | 151,796   |  |   | 72,675    |  |   | 3,956      |  |   | 26,620     |   |   | 255,047    |  
| | Sustainability                          |   | 32,764    |  |   | 120,100   |  |   | 810        |  |   | 2,620      |   |   | 156,294    |  
| | Travel and accommodation                |   | 33,096    |  |   | 5,362     |  |   | 1,270      |  |   | 1,639      |   |   | 41,367     |  
| | Incurred during fiscal 2010             |   | 2,472,098 |  |   | 488,423   |  |   | 288,331    |  |   | (53,537    | ) |   | 3,195,315  |  
| | Cumulative expenditures, March 31, 2009 |   |          |  |   | 6,797,771 |  |   | 3,464,755  |  |   | 11,806,233 |   |   | 22,068,759 |  
| | Cumulative expenditures, March 31, 2010 | $ | 2,472,098 |  | $ | 7,286,194 |  | $ | 3,753,086  |  | $ | 11,752,696 |   | $ | 25,264,074 |  

Page 13

---

|AMARC RESOURCES LTD.                                          
|--------------------------------------------------------------
|Notes to the Financial Statements                             
|Years ended March 31, 2011, 2010, and 2009                    
|(Expressed in Canadian
      Dollars, unless otherwise stated)

Exploration expenses for the year ended
March 31, 2009

| |                                         |   | Newton  |  |   | Sitlika   |  |   |            |  |   | Other      |   |   |            |  
| | --------------------------------------- | - | ------- |  | - | --------- |  | - | ---------- |  | - | ---------- | - | - | ---------- | -
| |                                         |   | program |  |   | program   |  |   | Generative |  |   | (including |   |   |            |  
| |                                         |   | BC      |  |   | BC        |  |   | BC         |  |   | METC-BC)   |   |   | Total      |  
| | Assays and analysis                     | $ |        |  | $ | 462,881   |  | $ | 24,415     |  | $ | 109,053    |   | $ | 596,349    |  
| | Drilling                                |   |        |  |   | 806,590   |  |   |           |  |   |           |   |   | 806,590    |  
| | Engineering                             |   |        |  |   | 370,280   |  |   | 500        |  |   |           |   |   | 370,780    |  
| | Equipment rental                        |   |        |  |   | 69,988    |  |   | 35,953     |  |   | 13,203     |   |   | 119,144    |  
| | Geological                              |   |        |  |   | 1,496,369 |  |   | 549,721    |  |   | 496,574    |   |   | 2,542,664  |  
| | Graphics                                |   |        |  |   | 6,004     |  |   | 10,008     |  |   | 2,845      |   |   | 18,857     |  
| | Helicopter                              |   |        |  |   | 582,325   |  |   |           |  |   | 18,170     |   |   | 600,495    |  
| | Mineral Exploration Tax Credit          |   |        |  |   |          |  |   |           |  |   | (1,435,072 | ) |   | (1,435,072 | )
| | Property fees and assessments           |   |        |  |   | 41,435    |  |   | 12,361     |  |   | 19,059     |   |   | 72,855     |  
| | Property option payments                |   |        |  |   | 50,000    |  |   |           |  |   | 10,000     |   |   | 60,000     |  
| | Site activities                         |   |        |  |   | 353,582   |  |   | 40,378     |  |   | 95,714     |   |   | 489,674    |  
| | Sustainability                          |   |        |  |   | 15,682    |  |   | 1,895      |  |   | 628        |   |   | 18,205     |  
| | Travel and accommodation                |   |        |  |   | 317,731   |  |   | 7,039      |  |   | 33,874     |   |   | 358,644    |  
| | Incurred during fiscal 2009             |   |        |  |   | 4,572,867 |  |   | 682,270    |  |   | (635,952   | ) |   | 4,619,185  |  
| | Cumulative expenditures, March 31, 2008 |   |        |  |   | 2,224,904 |  |   | 2,782,485  |  |   | 12,442,185 |   |   | 17,449,574 |  
| | Cumulative expenditures, March 31, 2009 | $ |        |  | $ | 6,797,771 |  | $ | 3,464,755  |  | $ | 11,806,233 |   | $ | 22,068,759 |  

|9. | SHARE CAPITAL
|-- | -------------

|(a) | Authorized share capital                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | The Company's authorized share capital consists of an
      unlimited number of common shares without par value and an unlimited
      number of preferred shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(b) | Share issuances                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | Fiscal year ended March 31, 2011                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | During the year ended March 31, 2011, the Company
      completed a brokered and non-brokered private placement of 13,889,423 of
      its common shares, consisting of 5,812,500 flow-through shares at a price
      of $0.80 per share and 8,076,923 non-flow-through shares at a price of
      $0.65 per share, for aggregate gross proceeds of $9,900,000. The Company
      incurred costs about $522,000 in finder's and other fees relating to this
      private placement. In accordance with the terms of the flow-through share
      agreements, the Company is obligated to spend the proceeds of $4,650,000
      from the issuance of the flow-through shares on eligible exploration
      activities by December 31, 2011. The Company is subject to a tax,
      calculated monthly, on the portion of the proceeds remaining unspent each
      month after February 2011. As at March 31, 2011, approximately $3,150,000
      remained to be spent on eligible exploration
activities.

Page 14

---

|AMARC RESOURCES LTD.                                          
|--------------------------------------------------------------
|Notes to the Financial Statements                             
|Years ended March 31, 2011, 2010, and 2009                    
|(Expressed in Canadian
      Dollars, unless otherwise stated)

|    | In October 2010, pursuant to the exercise of 5,000,000
      share warrants (the "Warrants") the Company issued 5,000,000 flow-through
      shares for aggregate gross proceeds of $500,000. Prior to the exercise of
      the Warrants, the Company and the holders of the Warrants (the "Holders")
      agreed to amend the terms of the Warrants whereby the Holders were
      entitled to acquire flow- through shares instead of non-flow-through
      shares as had been originally stipulated in the terms of the Warrants.
      Consequently, the Company also entered into flow-through share agreements
      with the Holders, whereby the Company agreed to spend the proceeds from
      the issuance of the flow-through shares on eligible exploration activities
      before December 31, 2011 (completed).
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | Fiscal year ended March 31, 2010                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | During the year ended March 31, 2010, the Company
      completed a private placement of 11,000,000 of its common shares at a
      price of $0.50 per share, consisting of 4,800,000 flow- through shares and
      6,200,000 non-flow-through shares for aggregate gross proceed of
      $5,500,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | In August 2009, the Company issued 100,000 common shares
      pursuant to the Newton property agreement (note 7(a)(i)). The Company
      recorded this issuance and the corresponding property option fees at
      $17,000, being the estimated fair value of the shares using the quoted
      market price on the date of issuance.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(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 ten years and terminate 90 days
      following the termination of the optionee's employment, except in the case
      of retirement or death.             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | The continuity of share purchase options for the year
      ended March 31, 2011 was:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

| |                                 |   | Exercise |  |   | March 31, |  |  |         |  |  |           |  |   | Expired/  |   |   | March 31, | 
| | ------------------------------- | - | -------- |  | - | --------- |  |  | ------- |  |  | --------- |  | - | --------- | - | - | --------- | 
| | Expiry date                     |   | price    |  |   | 2010      |  |  | Granted |  |  | Exercised |  |   | Cancelled |   |   | 2011      | 
| | July 19, 2011                   | $ | 0.70     |  |   | 1,615,200 |  |  |        |  |  |          |  |   | (28,000   | ) |   | 1,587,200 | 
| | April 28, 2012                  | $ | 0.70     |  |   | 70,000    |  |  |        |  |  |          |  |   |          |   |   | 70,000    | 
| | March 30, 2013                  | $ | 0.51     |  |   | 50,000    |  |  |        |  |  |          |  |   |          |   |   | 50,000    | 
| |                                 |   |          |  |   | 1,735,200 |  |  |        |  |  |          |  |   | (28,000   | ) |   | 1,707,200 | 
| | Weighted average exercise price |   |          |  | $ | 0.69      |  |  |        |  |  |          |  | $ | 0.70      |   | $ | 0.69      | 

Subsequent to March 31, 2011, a total
of 5,000 options were cancelled and 1,582,200 options expired unexercised.

Page 15

---

|AMARC RESOURCES LTD.                                          
|--------------------------------------------------------------
|Notes to the Financial Statements                             
|Years ended March 31, 2011, 2010, and 2009                    
|(Expressed in Canadian
      Dollars, unless otherwise stated)

The continuity of share purchase
options for the year ended March 31, 2010 was:

Exercise
    
    
    March 31,
    
    
    
    
    
    
    
    
    Expired/
    
    
    March 31,Expiry date
    
    price
    
    
    2009
    
    
    Granted
    
    
    Exercised
    
    
    Cancelled
    
    
    2010July 19, 2011
    $
    0.70
    
    
    1,713,600
    
    
    
    
    
    
    
    
    (98,400
    )
    
    1,615,200April 28, 2012
    $
    0.70
    
    
    
    
    
    70,000
    
    
    
    
    
    
    
    
    70,000March 30, 2013
    $
    0.51
    
    
    
    
    
    50,000
    
    
    
    
    
    
    
    
    50,0001,713,600
    
    
    120,000
    
    
    
    
    
    (98,400
    )
    
    1,735,200Weighted average exercise price
    
    
    
    $
    0.70
    
    $
    0.62
    
    
    
    
    $
    0.70
    
    $
    0.69


No options were granted during the 2011
fiscal year. Using an option pricing model with the assumptions noted below, the
estimated fair value of all options granted or vesting and which have been
reflected in the statements of operations are as follows:

| |                                                                                         |   | Year
      ended March 31 | 
| | --------------------------------------------------------------------------------------- | - | ------------------------- | 
| |                                                                                         |   | 2011                      | 
| | Exploration                                                                             |   |                           | 
| | Engineering                                                                             | $ |                          | 
| | Environmental, socioeconomic and
      land                                             |   |                          | 
| | Geological                                                                              |   |                          | 
| | Exploration                                                                             |   |                          | 
| | Operations and administration                                                           |   |                          | 
| | Total compensation cost recognized in operations, credited
      to contributed surplus | $ |                          | 

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

| |                         |  | Year ended March 31 | 
| | ----------------------- |  | ------------------- | 
| |                         |  | 2011                | 
| | Risk free interest rate |  |                    | 
| | Expected life           |  |                    | 
| | Expected volatility     |  |                    | 
| | Expected dividends      |  |                    | 

No options were granted during the 2011
fiscal year.

Page 16

---

|AMARC RESOURCES LTD.                                          
|--------------------------------------------------------------
|Notes to the Financial Statements                             
|Years ended March 31, 2011, 2010, and 2009                    
|(Expressed in Canadian
      Dollars, unless otherwise stated)

|(d) | Share purchase warrants                                                                                                                  
|--- | -----------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                          
|    | The continuity of share purchase warrants (each warrant
      redeemable for one common share) for the year ended March 31, 2011
    was:

Exercise
    
    
    March 31,
    
    
    
    
    
    Exercised
    
    
    Expired/
    
    
    March 31,Expiry date
    
    Price
    
    
    2010
    
    
    Issued
    
    
    (note
      9
    (b))
    
    Cancelled
    
    
    2011February 9, 2011
    $
    0.10
    
    
    5,000,000
    
    
    
    
    
    5,000,000
    
    
    
    
    
    Weighted average exercise price
    
      
    
    $
    0.10
    
    
    
    
    $
    0.10
    
    
    
    
    
    


The continuity of share purchase
warrants (each warrant redeemable for one common share) for the year ended March
31, 2010 was:

Exercise
    
    
    March31,
    
    
    
    
    
    
    
    
    Expired/
    
    
    March 31,Expiry date
    
    Price
    
    
    2009
    
    
    Issued
    
    
    Exercised
    
    
    Cancelled
    
    
    2010February 9, 2011
    $
    0.10
    
    
    5,000,000
    
    
    
    
    
    
    
    
    
    
    
    5,000,000Weighted average exercise price
    
      
    
    $
    0.10
    
    
    
    
    
    
    
    
    
    
    $
    0.10


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

| |                                                                    |   | March 31, |   |   | March 31, |  
| | ------------------------------------------------------------------ | - | --------- | - | - | --------- | -
| |                                                                    |   | 2011      |   |   | 2010      |  
| | Estimated fair value of warrants                                   | $ | 982,110   |   | $ | 982,110   |  
| | Cumulative stock-based compensation                                |   | 1,275,363 |   |   | 1,275,363 |  
| | Contributed surplus transferred to share
      capital relating to |   |           |   |   |           |  
| | options exercised                                                  |   | (405,096  | ) |   | (405,096  | )
| | Total                                                              | $ | 1,852,377 |   | $ | 1,852,377 |  

|    | The warrants exercised during the year ended March 31,
      2011 had no fair value assigned to them when granted; consequently there
      was no impact on contributed surplus upon their exercise.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                      
|10. | RELATED PARTY BALANCES AND
  TRANSACTIONS                                                                                                                                                            

| | Balances receivable                |   | March 31 |  |   | March 31 | 
| | ---------------------------------- | - | -------- |  | - | -------- | 
| |                                    |   | 2011     |  |   | 2010     | 
| | Hunter Dickinson Services Inc. (a) | $ | 57,632   |  | $ | 29,870   | 

Page 17

---

|AMARC RESOURCES LTD.                                          
|--------------------------------------------------------------
|Notes to the Financial Statements                             
|Years ended March 31, 2011, 2010, and 2009                    
|(Expressed in Canadian
      Dollars, unless otherwise stated)

| | Transactions                                         |   | Year
      ended March 31 | 
| | ---------------------------------------------------- | - | ------------------------- | 
| |                                                      |   | 2011                      | 
| | Hunter Dickinson Services Inc. (a):                  |   |                           | 
| | Services rendered and expenses
      reimbursed      | $ | 2,819,419                 | 
| | Cash advances                                        | $ | 154,750                   | 
| | United Mineral Services Ltd. (b)                     |   |                           | 
| | Promissory note issued against receipt of cash       | $ | 872,580                   | 
| | Payment of the interest on the
      promissory note | $ | 500                       | 
| | Farallon Minera Mexicana S.A. de C.V. (c):           |   |                           | 
| | Sale of equipment                                    | $ |                          | 

|(a) | Hunter Dickinson Services Inc. ("HDSI") is a private
      company which has certain directors in common with the Company. Pursuant
      to an agreement dated July 2, 2010, HDSI provides geological, corporate
      development, administrative and management services to the Company at
      annually set rates. As per the agreement with HDSI, the Company may
      provide advances to, or receive advances from, HDSI for exploration and
      administrative services. HDSI also incurs third party costs on behalf of
      the Company. Prior to July 2, 2010, HDSI had provided services to the
      Company on a full cost recovery basis, pursuant to an agreement dated June
      1, 2008.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(b) | United Mineral Services Ltd. ("UMS") is a private company
      controlled by a director of Amarc. Pursuant to a loan agreement dated
      December 6, 2010, the Company received a loan of $872,580 from UMS against
      a promissory note payable on demand and bearing interest at a rate of 1%
      per annum, calculated monthly and payable quarterly. On December 20, 2010,
      the Company made a partial repayment of $500,000 against the principal
      amount of the loan. On January 6, 2011, the loan was fully repaid, along
      with accrued interest.                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(c) | Farallon Minera Mexicana S.A. de C.V. ("FMM"), a
      subsidiary of Farallon Resources Ltd., was until recently a public company
      which had certain directors in common with the Company. During the year
      ended March 31, 2009, the Company sold some used equipment to FMM at
      market value, for $32,679.                                                                                                                                                                                                                                                                                                                                                                                     

Page 18

---

|AMARC RESOURCES LTD.                                          
|--------------------------------------------------------------
|Notes to the Financial Statements                             
|Years ended March 31, 2011, 2010, and 2009                    
|(Expressed in Canadian
      Dollars, unless otherwise stated)

|11. | INCOME TAXES                                                                                                                                                                 
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                              
|    | As at March 31, 2011 and 2010, the estimated tax effects
      of the significant components within the Company's future income tax
      assets (liabilities) are as follow:

| |                                           |   | March 31   |   |   | March 31   |  
| | ----------------------------------------- | - | ---------- | - | - | ---------- | -
| |                                           |   | 2011       |   |   | 2010       |  
| | Future income tax assets (liabilities):   |   |            |   |   |            |  
| | Resource pools                            | $ | 3,110,000  |   | $ | 2,707,000  |  
| | Loss carry forwards                       |   | 1,476,000  |   |   | 1,057,000  |  
| | Financing expenses                        |   | 148,000    |   |   | 65,000     |  
| | Equipment                                 |   | 12,000     |   |   | 9,000      |  
| | Available-for-sale
      financial assets |   | (9,000     | ) |   | -          |  
| | Subtotal                                  |   | 4,737,000  |   |   | 3,838,000  |  
| | Valuation
      allowance                 |   | (4,737,000 | ) |   | (3,838,000 | )
| | Net future income tax asset               | $ |           |   | $ |           |  

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

| |                                                               |   | March 31   |   |   | March 31   |  
| | ------------------------------------------------------------- | - | ---------- | - | - | ---------- | -
| |                                                               |   | 2011       |   |   | 2010       |  
| | Combined Canadian federal and provincial
      statutory rate |   | 28%        |   |   | 29.6%      |  
| |                                                               |   |            |   |   |            |  
| | Income tax at statutory rates                                 | $ | (1,763,000 | ) | $ | (1,215,000 | )
| | Permanent differences                                         |   | 757,000    |   |   | 435,000    |  
| | Tax rate differences                                          |   | 108,000    |   |   | 128,000    |  
| | Adjustments of taxes of prior periods                         |   | (1,000     | ) |   | (41,000    | )
| | Change in valuation allowance                                 |   | 899,000    |   |   | 693,000    |  
| |                                                               | $ |           |   | $ |           |  

|    | At March 31, 2011, the Company had taxable capital losses
      of $1.6 million (2010  $1.6 million) that do not expire and $4.3 million
      (2010  $2.6 million) in non-capital losses expiring in various periods
      from 2015 to 2031.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                 
|12. | CAPITAL MANAGEMENT AND FINANCIAL
  INSTRUMENTS                                                                                                                                                                                                  

|(a) | Capital Management Objectives                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | The Company's primary objectives when managing capital
      are to safeguard the Company's ability to continue as a going concern, so
      that it can continue to provide returns for shareholders, and to have
      sufficient liquidity available to fund suitable business opportunities as
      they arise.                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | The Company considers the components of shareholders'
      equity, as well as its cash and equivalents as capital. The Company
      manages its capital structure and makes adjustments to it
  in light of changes in economic conditions and the risk
      characteristics of the underlying assets. In order to maintain or adjust
      the capital structure, the Company may issue equity, sell assets, or
  return capital to shareholders as well as issue or repay debt.

Page 19

---

|AMARC RESOURCES LTD.                                          
|--------------------------------------------------------------
|Notes to the Financial Statements                             
|Years ended March 31, 2011, 2010, and 2009                    
|(Expressed in Canadian
      Dollars, unless otherwise stated)

|    | The Company's investment policy is to invest its cash in
      highly liquid short-term interest-bearing investments, having maturity
      dates of three months or less from the date of acquisition and that are
      readily convertible to known amounts of cash.                                                                                                
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                        
|    | There were no changes to the Company's approach to
      capital management during the year ended March 31, 2011.                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                        
|(b) | Carrying Amounts and Fair Values of Financial
      Instruments                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                        
|    | The fair value of a financial instrument is the price at
      which a party would accept the rights and/or obligations of the financial
      instrument from an independent third party. Given the varying influencing
      factors, the reported fair values are only indicators of the prices that
      may actually be realized for these financial instruments.
|    |                                                                                                                                                                                                                                                                                                                                                                        
|    | Financial instruments measured at fair value are
      classified into one of three levels in the fair value hierarchy according
      to the relative reliability of the inputs used to estimate the fair
      values. The three levels of the fair value hierarchy are:                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                        
|    | Level 1  Unadjusted quoted prices in active markets for
      identical assets or liabilities;                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                        
|    | Level 2  Inputs other than quoted prices that are
      observable for the asset or liability either directly or indirectly;
      and                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                        
|    | Level 3  Inputs that are not based on observable market
      data                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                        
|    | The following table illustrates the classification of the
      Company's financial instruments within the fair value hierarchy as at
      March 31, 2011 and 2010.                                                                                                                                                                                                   

| |                                       |   | Financial
      assets at fair value as at March 31, 2011 | 
| | ------------------------------------- | - | --------------------------------------------------------- | 
| |                                       |   | Level
      1                                             | 
| | Marketable securities and investments | $ | 78,750                                                    | 

| |                                       |   | Financial
      assets at fair value as at March 31, 2010 | 
| | ------------------------------------- | - | --------------------------------------------------------- | 
| |                                       |   | Level
      1                                             | 
| | Marketable securities and investments | $ | 45,376                                                    | 

|(c) | Financial Instrument Risk Exposure and Risk
      Management                                                                                                                                                                                                                                                                                                                                    
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                 
|    | The Company is exposed in varying degrees to a variety of
      financial instrument related risks. The Board approves and monitors the
      risk management processes, inclusive of documented treasury policies,
      counterparty limits, controlling and reporting structures. The type of
      risk exposure and the way in which such exposure is managed is provided as
      follows:

Page 20

---

|AMARC RESOURCES LTD.                                          
|--------------------------------------------------------------
|Notes to the Financial Statements                             
|Years ended March 31, 2011, 2010, and 2009                    
|(Expressed in Canadian
      Dollars, unless otherwise stated)

(i)      
Credit Risk

The Group's credit risk is primarily
attributable to its liquid financial assets including cash and equivalents, and
amounts receivable and other assets. The carrying value of the Group's cash and
equivalents and amounts receivable and other assets represent the maximum
exposure to credit risk.

| |                                        |   | Carrying
      Amount | 
| | -------------------------------------- | - | --------------------- | 
| |                                        |   | March 31,             | 
| | Financial assets                       |   | 2011                  | 
| | Cash and equivalent                    | $ | 6,811,177             | 
| | Amounts receivable                     |   | 1,307,241             | 
| | Available-for-sale financial assets    |   | 113,750               | 
| | Balance due from related
      parties |   | 57,632                | 
| | Total                                  | $ | 8,289,800             | 

Impairment losses

At March 31, 2011, the Company has
recorded a provision for bad debt amount to $ 29,067 (2010  $nil)

Cash and equivalents.

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.

Amounts receivable

Included in the Company's receivables
is the Company's claim for 2009 Mineral Exploration Tax Credit ("BC METC") with
interest totaling to an amount of $904,143 and an HST receivable amount of
$251,002. The Company received the 2009 BC METC claim in April 2011 and HST
claims in June 2011.

(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 equivalents. The
Company's cash and equivalents are invested in business accounts which are
immediately available on demand for the Company's use.

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

Page 21

---

|AMARC RESOURCES LTD.                                          
|--------------------------------------------------------------
|Notes to the Financial Statements                             
|Years ended March 31, 2011, 2010, and 2009                    
|(Expressed in Canadian
      Dollars, unless otherwise stated)

| |                                               |   | Carrying
      Amount | 
| | --------------------------------------------- | - | --------------------- | 
| |                                               |   | March 31,             | 
| | Amounts payable and
      accrued liabilities |   | 2011                  | 
| | Carrying amount                               | $ | 64,995                | 
| | Contractual cash flow                         | $ | 64,995                | 
| | Due in following year                         | $ | 64,995                | 

(iii)         Market Risk

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

Foreign exchange risk

The Company incurs substantially all of
its expenditures in Canada and a significant portion of its cash and equivalents
are denominated in Canadian dollars ("CAD"). At March 31, 2011, the Company was
exposed to foreign exchange risk to the extent of exchange rate fluctuation and
a resultant change in the value of its cash and equivalents held in US dollars
("USD").

At March 31, 2011, the exposure of the
Company's financial assets to foreign exchange risk is cash held in United
States dollars with the amount equivalent to $17,323 (2010  $118,199)

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 were applied during the year and at the reporting dates:

| |                                           |  | 2011   |  |  | 2010   | 
| | ----------------------------------------- |  | ------ |  |  | ------ | 
| | Canadian dollars per United States dollar |  |        |  |  |        | 
| | Closing rate at March 31 .                |  | 0.9696 |  |  | 1.0158 | 
| | Average rate during the year              |  | 1.0164 |  |  | 1.0904 | 

Interest rate risk

The Company is subject to interest rate
risk with respect to its investments in cash equivalents. The Company's policy
is to invest cash in variable 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.

Assuming that all other variables
remain constant, a 10 basis point increase or decrease in interest rates would
have resulted in a decrease or increase in the loss of approximately $6,000 in
the year (2010  $2,000).

Page 22

---

|AMARC RESOURCES LTD.                                          
|--------------------------------------------------------------
|Notes to the Financial Statements                             
|Years ended March 31, 2011, 2010, and 2009                    
|(Expressed in Canadian
      Dollars, unless otherwise stated)

|    | Price risk                                                                                                 
|--- | -----------------------------------------------------------------------------------------------------------
|    |                                                                                                            
|    | The Company is subject to price risk in respect of its
      investments in marketable securities (note 5).
|    |                                                                                                            
|13. | SUBSEQUENT EVENTS                                                                                          

|(a) | METC refund                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | Subsequent to March 31, 2011, the Company received
      $872,580 in mineral exploration tax credits in respect of its fiscal year
      ended March 31, 2009 under the British Columbia Mineral Exploration Tax
      Credit program. This amount has been included in exploration expenses for
      the year ended March 31, 2011. The Company also received $31,563 in
      interest related to this tax credit, which has been recorded as interest
      income.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(b) | Newton joint venture agreement                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | Subsequent to March 31, 2011, the Company entered into a
      joint venture agreement (the "Newton Joint Venture Agreement") with Newton
      Gold Corp. on the Newton property (note 7(a)(i)). The companies also
      agreed to incorporate the adjacent NEWS mineral claims into that
      agreement, resulting in a project area totaling 284 mineral
  claims.                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(c) | Tulox Property option agreement                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | Subsequent to March 31, 2011, the Company entered into an
      amended Option Agreement with Newlox Gold Venture Corp on the Tulox
      Property (note 7(a)(iii)).                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(d) | . Issuance of share purchase options                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | Subsequent to March 31, 2011, a total of 5,534,100 share
      purchase options exercisable at $0.32 expiring in various periods from
      2014 to 2014 were granted to directors, employees, and service
      providers.                                                                                                                                                                                                                                            

|14. | DIFFERENCES BETWEEN CANADIAN AND UNITED STATES
      GENERALLY ACCEPTED ACCOUNTING PRINCIPLES                                                                                                                                                                                                                                                                                                                             
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | The 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 financial statements been prepared in
      accordance with the generally accepted accounting principles in United
      States of America ("US GAAP").

Page 23

---

|AMARC RESOURCES LTD.                                          
|--------------------------------------------------------------
|Notes to the Financial Statements                             
|Years ended March 31, 2011, 2010, and 2009                    
|(Expressed in Canadian
      Dollars, unless otherwise stated)

Had the Company followed US GAAP,
certain items on the balance sheet and statements of operations and
comprehensive loss would have been reported as follows:

| | Balance
      Sheets                                 |   | March 31, 2011 |   |   | March 31, 2010 | 
| | ---------------------------------------------------- | - | -------------- | - | - | -------------- | 
| | Total assets under Canadian GAAP                     | $ | 8,369,709      |   | $ | 4,687,889      | 
| | Adjustments under
      US GAAP                      |   |               |   |   |               | 
| | Total assets under US GAAP                           |   | 8,369,709      |   | $ | 4,687,889      | 
| |                                                      |   |                |   |   |                | 
| | Total liabilities under Canadian GAAP                |   | 64,995         |   |   | 32,999         | 
| | Adjustment under
      US GAAP                       |   |               |   |   |               | 
| | Total Liabilities under US GAAP                      |   | 64,995         |   |   | 32,999         | 
| |                                                      |   |                |   |   |                | 
| | Total shareholders equity under Canadian
      GAAP |   | 8,304,714      |   |   | 4,654,890      | 
| | Adjustment under US GAAP                             |   |                |   |   |                | 
| | Premium of flow-through shares
      (note 14(d))    |   | (870,000       | ) |   |               | 
| | Renunciation of flow-through shares (note 14(d))     |   | 870,000        |   |   |               | 
| | Total shareholders equity under US GAAP             | $ | 8,304,714      |   | $ | 4,654,890      | 

| |                                                                                  |   | Year
      ended March 31 |  
| | -------------------------------------------------------------------------------- | - | ------------------------- | -
| | Statements of
      Operations and Comprehensive loss                            |   | 2011                      |  
| | Loss for the year under Canadian GAAP                                            | $ | 6,296,274                 |  
| | Adjustments under
      US GAAP Recovery of flow-through shares.                 |   | (870,000                  | )
| | Loss for the year under US GAAP                                                  |   | 5,426,274                 |  
| | Unrealized loss
      (gain) on marketable securities under Canadian and US GAAP |   | (68,374                   | )
| | Total comprehensive loss for the year under US GAAP                              | $ | 5,357,900                 |  

Page 24

---

|AMARC RESOURCES LTD.                                          
|--------------------------------------------------------------
|Notes to the Financial Statements                             
|Years ended March 31, 2011, 2010, and 2009                    
|(Expressed in Canadian
      Dollars, unless otherwise stated)

Statements of
        Shareholders Equity
      
      Year
        ended March 31, 2011
      
      
      Year
        ended March 31, 2010
      
      
      Year
        ended March 31, 2009Share capital
      
      Number of shares
      
      
      
      
      
      Number of shares
      
      
      
      
      
      Number of sharesBalance at end of the year under Canadian
        GAAP
      
      102,728,896
      
      $
      46,352,087
      
      
      83,839,473
      
      $
      36,474,363
      
      
      72,739,473
      
      $
      31,247,065Adjustment under US GAAPPremium of flow-through shares (note 14(d))
      
      
      
      
      (870,000
      )
      
      
      
      
      
      
      
      
      
      
      Balance at end of
        the year under US GAAP
      
      
      
      $
      45,482,087
      
      
      
      
      $
      36,474,363
      
      
      
      
      $
      31,247,065Contributed surplusBalance at end of the year under Canadian
        GAAP
      
      
      
      $
      1,852,377
      
      
      
      
      $
      1,852,377
      
      
      
      
      $
      1,713,992Adjustment under
        US GAAP
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      Balance at end of the year under US GAAP
      
      
      
      $
      1,852,377
      
      
      
      
      $
      1,852,377
      
      
      
      
      $
      1,713,992Accumulated other comprehensive income (loss)Balance at end of the year under Canadian GAAP
      
      
      
      $
      65,749
      
      
      
      
      $
      (2,625
      )
      
      
      
      
      Adjustment under US GAAP
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      Balance at end of
        the year under US GAAP
      
      
      
      $
      65,749
      
      
      
      
      $
      (2,625
      )
      
      
      
      
      Accumulated deficitBalance at end of the year under Canadian
        GAAP
      
      
      
      $
      (39,965,499
      )
      
      
      
      $
      (33,669,225
      )
      
      
      
      $
      (29,567,680
      )Adjustment under US GAAPRecovery of flow-through shares (note 14(d))
      
      
      
      
      870,000
      
      
      
      
      
      
      
      
      
      
      
      Balance at end of
        the year under US GAAP
      
      
      
      $
      (39,095,499
      )
      
      
      
      $
      (33,669,225
      )
      
      
      
      $
      (29,567,680
      )Total Shareholders' Equity under Canadian GAAP
      
      
      
      $
      8,304,714
      
      
      
      
      $
      4,654,890
      
      
      
      
      $
      3,393,377Adjustments under US GAAPPremium of flow-through shares (note 14(d))
      
      
      
      
      (870,000
      )
      
      
      
      
      
      
      
      
      
      
      Recovery of flow-through shares (note 14(d))
      
      
      
      
      870,000
      
      
      
      
      
      
      
      
      
      
      
      Total Shareholders'
        Equity under US GAAP
      
      
      
      $
      8,304,714
      
      
      
      
      $
      4,654,890
      
      
      
      
      $
      3,393,377


Page 25

---

|AMARC RESOURCES LTD.                                          
|--------------------------------------------------------------
|Notes to the Financial Statements                             
|Years ended March 31, 2011, 2010, and 2009                    
|(Expressed in Canadian
      Dollars, unless otherwise stated)

| |                                                                                                                                    |   | Year
      ended March 31 |  
| | ---------------------------------------------------------------------------------------------------------------------------------- | - | ------------------------- | -
| | Statements of Cash
      Flows                                                                                                     |   | 2011                      |  
| | Cash used in operating activities per Canadian
      GAAP                                                                          | $ | (7,375,584                | )
| | Adjustment under US GAAP                                                                                                           |   |                           |  
| | Decrement of loss from the
      recognition of premium of flow         
      through shares \as an expense recovery (note 14(d)) |   | 870,000                   |  
| | Adjustment for non-cash transaction for the premium of flow-        
      through shares (note 14(d))                             |   | (870,000                  | )
| | Cash used in operating activities per US GAAP                                                                                      |   | (7,375,584                | )
| | Cash used in investing activities per Canadian and US GAAP                                                                         |   | (1,441                    | )
| | Cash used in financing activities per Canadian and US GAAP                                                                         |   | 9,877,724                 |  
| | Increase (decrease) in cash and equivalents per Canadian and
      US GAAP                                                         |   | 2,500,699                 |  
| | Cash and equivalents, beginning of the year per Canadian
      and US GAAP                                                         |   | 4,310,460                 |  
| |                                                                                                                                    |   | 6,811,159                 |  
| | Effect of exchange rate fluctuation on cash held per Canadian
      GAAP      and US GAAP                                          |   | 18                        |  
| | Cash and equivalent,
      end of the year per Canadian GAAP and      US GAAP.                                                     | $ | 6,811,177                 |  

|(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 financial statements.                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(b) | Stock-based compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | Accounting Standard Codification 718,
      Compensation-Stock Compensation,requires all share- based payments
      to employees, including grants of employee stock options, to be recognized
      in the income statement based on their fair values. In calculating
      compensation to be recognized, SFAS 123(R) requires the Company to
      estimate future forfeitures. For Canadian GAAP purposes, the Company uses
      the fair value method to account for all stock option grants but accounts
      for forfeitures as they occur, as permitted by Canadian GAAP. The Company
      believes that the effect of estimated forfeiture rate is not
    material.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(c) | Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | FASB Codification 740-10 (Codification 740-10)
      Accounting for Uncertainty in Income Taxes, prescribes a minimum
      recognition threshold a tax position is required to meet before being
      recognized in the financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                 

Page 26

---

|AMARC RESOURCES LTD.                                          
|--------------------------------------------------------------
|Notes to the Financial Statements                             
|Years ended March 31, 2011, 2010, and 2009                    
|(Expressed in Canadian
      Dollars, unless otherwise stated)

|    | Codification 740-10 requires that the Company recognize
      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. Codification 740-10
      also provides guidance on derecognition, classification, interest and
      penalties, accounting in interim periods and disclosure. In accordance
      with the provisions of Codification 740-10, any cumulative effect
      resulting from the initial adoption of Codification 740-10 is to be
      recorded as an adjustment to the opening balance of deficit. The adoption
      of Codification 740-10 did not result in a material impact on the
      Company's consolidated financial position or results of
  operations.                                                                                                                                                               
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(d) | Flow-through shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | During the year ended March 31, 2011, the Company
      completed a brokered and non-brokered private placement of 13,889,423 of
      its common shares, consisting of 5,812,500 flow-through shares at a price
      of $0.80 per share, which amount represented a premium of $0.15 per share
      or about $870,000 when compared to other non-flow-through shares issued at
      the same time at $0.65 per share. As permitted by Canadian GAAP, the
      issuance of the flow-through shares was recorded as a credit to share
      capital. However, per US GAAP, the premium on flow-through shares issued
      should be recorded as a liability at the time the shares were issued
      rather than as shares issued. The premium liability was discharged during
      the fiscal year ended March 31, 2011 and was recognized as a recovery on
      flow-through shares when the Company submitted the renunciation form with
      the Canadian tax authorities.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(e) | Accounts payable and accrued liabilities
      comprise:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

| |                           |   | As at March 31 |  |   | As at March 31 | 
| | ------------------------- | - | -------------- |  | - | -------------- | 
| |                           |   | 2011           |  |   | 2010           | 
| | Trade payables            | $ | 34,528         |  | $ | 12,999         | 
| | Accrued
      liabilities |   | 30,467         |  |   | 20,000         | 
| |                           | $ | 64,995         |  | $ | 32,999         | 

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

Page 27

---

|AMARC RESOURCES LTD.                                          
|--------------------------------------------------------------
|Notes to the Financial Statements                             
|Years ended March 31, 2011, 2010, and 2009                    
|(Expressed in Canadian
      Dollars, unless otherwise stated)

|    | In addition to these new disclosure requirements, the ASU
      also amends ASC 820 to clarify certain existing disclosure
      requirements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | Except for the requirement to disclose information about
      purchases, sales, issuances, and settlements in the reconciliation of
      recurring Level 3 measurements on a gross basis, all the amendments to ASC
      820 made by ASU 2010-06 are effective for interim and annual reporting
      periods beginning after 15 December 2009. The requirement to separately
      disclose purchases, sales, issuances, and settlements of recurring Level 3
      measurements does not become effective until fiscal years beginning after
      15 December 2010, including interim periods within those fiscal
    years.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | The Company has determined that the adoption of the parts
      of this standard which are currently in effect had no significant impact
      on its results of operations or financial position. The Company neither
      expects the adoption of the parts of this standard which are not currently
      in effect to have a significant impact on its results of operations or
      financial position.                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(g) | United States accounting pronouncements to be
      adopted.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

| | (i)  | In December 2010, the FASB issued Accounting Standards
      Update (ASU) No.2010- 29, "Disclosure of supplementary pro forma
      information for business combinations".                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |      | This ASU clarify that if a public entity presents
      comparative financial statements, the entity should disclose revenue and
      earnings of the combined entity as though the business combination(s) that
      occurred during the current year had occurred as of the beginning of the
      comparable prior annual reporting period only. This ASU also expands the
      supplemental pro forma disclosures to include a description of the nature
      and amount of material, nonrecurring pro forma adjustments directly
      attributable to the business combination included in the reported pro
      forma revenue and earnings. Effective for business combination for which
      the acquisition date is on or after the beginning of the first annual
      reporting period beginning of or after December 15, 2010.
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (ii) | In June 2011, the FASB issued ASU No. 2011-05,
      Presentation of comprehensive income.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |      | This ASU requires (i) that all non-owner changes in
      stockholders equity be presented either in a single continuous statement
      of comprehensive income or in two separate but consecutive statements and
      (ii) presentation of reclassification adjustments from other comprehensive
      income OCI to net income on the face of the financial statements.
      Effective for years, and interim periods within those years, beginning
      after December 15, 2011.                                                                                                                                                                                                                                                                                                                                                      

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