---





AMARC RESOURCES LTD. 
  CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED MARCH 31, 2005, 2004 and 2003

(Expressed in Canadian Dollars)

---

D E V I S S E R  G R A YCHARTERED ACCOUNTANTS

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

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

AUDITORS REPORT

To the Shareholders of Amarc Resources Ltd.

We have audited the consolidated balance sheets of Amarc Resources
  Ltd. as at March 31, 2005 and 2004, and the consolidated statements of operations
  and deficit and cash flows for each of the years in the three year period ended
  March 31, 2005. These financial statements are the responsibility of the Companys
  management. Our responsibility is to express an opinion on these financial statements
  based on our audits.

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

In our opinion, these consolidated financial statements present
  fairly, in all material respects, the financial position of the Company as at
  March 31, 2005 and 2004 and the results of its operations and cash flows for
  each of the years in the three year period ended March 31, 2005 in accordance
  with generally accepted accounting principles in Canada.

De Visser Gray

CHARTERED ACCOUNTANTS

Vancouver, British Columbia
  July 18, 2005

---

|AMARC RESOURCES LTD.                                                                          |   |                 |   |   |                 |  
|--------------------------------------------------------------------------------------------- | - | --------------- | - | - | --------------- | -
|Consolidated Balance Sheets                                                                   |   |                 |   |   |                 |  
|(Expressed in Canadian Dollars)                                                               |   |                 |   |   |                 |  
|                                                                                              |   |                 |   |   |                 |  
|                                                                                              |   | March
      31, |   |   | March
      31, |  
|                                                                                              |   | 2005            |   |   | 2004            |  
|                                                                                              |   |                 |   |   |                 |  
|ASSETS                                                                                        |   |                 |   |   |                 |  
|                                                                                              |   |                 |   |   |                 |  
|Current assets                                                                                |   |                 |   |   |                 |  
|Cash and equivalents                                                                          | $ | 7,335,379       |   | $ | 13,724,673      |  
|Marketable
      securities (note 4)                                                          |   | 290,297         |   |   | 125,000         |  
|Amounts receivable
      and prepaids                                                         |   | 262,673         |   |   | 121,888         |  
|Balances receivable
      from related parties (note 8)                                       |   |                |   |   | 81,839          |  
|                                                                                              |   | 7,888,349       |   |   | 14,053,400      |  
|                                                                                              |   |                 |   |   |                 |  
|Equipment (note 5)                                                                            |   | 47,105          |   |   | 60,188          |  
|Mineral property interests (note 6)                                                           |   | 155,929         |   |   | 73,929          |  
|                                                                                              |   |                 |   |   |                 |  
|                                                                                              | $ | 8,091,383       |   | $ | 14,187,517      |  
|                                                                                              |   |                 |   |   |                 |  
|                                                                                              |   |                 |   |   |                 |  
|LIABILITIES AND SHAREHOLDERS' EQUITY                                                          |   |                 |   |   |                 |  
|                                                                                              |   |                 |   |   |                 |  
|Current liabilities                                                                           |   |                 |   |   |                 |  
|Accounts
      payable and accrued liabilities                                                | $ | 777,971         |   | $ | 182,759         |  
|Balances payable to related parties (note 8)                                                  |   | 93,272          |   |   |                |  
|                                                                                              |   | 871,243         |   |   | 182,759         |  
|                                                                                              |   |                 |   |   |                 |  
|Shareholders' equity                                                                          |   |                 |   |   |                 |  
|Share capital
      (note 7(b))                                                               |   | 22,387,954      |   |   | 20,638,830      |  
|Contributed
      surplus (note 7(e))                                                         |   | 507,065         |   |   | 413,168         |  
|Deficit                                                                                       |   | (15,674,879     | ) |   | (7,047,240      | )
|                                                                                              |   | 7,220,140       |   |   | 14,004,758      |  
|Nature of operations (note 1)                                                                 |   |                 |   |   |                 |  
|Commitments (notes 6(a) and 10)                                                               |   |                 |   |   |                 |  
|Subsequent events
      (notes 6(a) and 12)                                                   |   |                 |   |   |                 |  
|                                                                                              |   |                 |   |   |                 |  
|                                                                                              | $ | 8,091,383       |   | $ | 14,187,517      |  
|                                                                                              |   |                 |   |   |                 |  
|The accompanying notes are an integral part of
      these consolidated financial statements. |  

|Approved by the Board of Directors |  |                     
|---------------------------------- |  | --------------------
|                                   |  |                     
|                                   |  |                     
|/s/ Ronald W. Thiessen             |  | /s/ Jeffrey R. Mason
|                                   |  |                     
|Ronald W. Thiessen                 |  | Jeffrey R. Mason    
|Director                           |  | Director            

---

|AMARC RESOURCES LTD.                                                                          |   |                             |   |   |            |   |   |            |  
|--------------------------------------------------------------------------------------------- | - | --------------------------- | - | - | ---------- | - | - | ---------- | -
|Consolidated Statements of Operations and Deficit                                             |   |                             |   |   |            |   |   |            |  
|(Expressed in Canadian Dollars)                                                               |   |                             |   |   |            |   |   |            |  
|                                                                                              |   |                             |   |   |            |   |   |            |  
|                                                                                              |   | Years
      ended March 31, |  
|                                                                                              |   | 2005                        |   |   | 2004       |   |   | 2003       |  
|                                                                                              |   |                             |   |   |            |   |   |            |  
|Expenses                                                                                      |   |                             |   |   |            |   |   |            |  
|Conference and
      travel                                                                   | $ | 5,591                       |   | $ | 33,404     |   | $ | 12,157     |  
|Amortization                                                                                  |   | 13,083                      |   |   | 17,037     |   |   | 20,750     |  
|Exploration (schedule)                                                                        |   | 7,553,950                   |   |   | 460,252    |   |   | 405,330    |  
|Exploration
      - stock-based compensation (note 7(c))                                      |   | 213,231                     |   |   | 186,935    |   |   |           |  
|Legal, audit,
      and accounting                                                            |   | 63,521                      |   |   | 53,913     |   |   | 158,814    |  
|Management
      and consulting                                                               |   | 45,658                      |   |   | 79,964     |   |   | 73,697     |  
|Office and administration                                                                     |   | 106,349                     |   |   | 28,468     |   |   | 107,304    |  
|Salaries
      and benefits                                                                   |   | 356,841                     |   |   | 140,619    |   |   | 272,965    |  
|Shareholder communication                                                                     |   | 104,308                     |   |   | 21,495     |   |   | 126,193    |  
|Stock-based
      compensation (note 7(c))                                                    |   | 282,800                     |   |   | 220,428    |   |   | 5,805      |  
|Trust and filing                                                                              |   | 23,350                      |   |   | 43,915     |   |   | 11,550     |  
|                                                                                              |   | 8,768,682                   |   |   | 1,286,430  |   |   | 1,194,565  |  
|                                                                                              |   |                             |   |   |            |   |   |            |  
|Other items                                                                                   |   |                             |   |   |            |   |   |            |  
|Foreign exchange
      gain (loss)                                                            |   | (8,204                      | ) |   | (9,621     | ) |   | (64,609    | )
|Gain
      (loss) on sale of marketable securities                                            |   | 81,554                      |   |   | 2,052,596  |   |   | (19,500    | )
|Write down of
      mineral property interest (note 6 (a))                                    |   | (76,000                     | ) |   |           |   |   |           |  
|Write
      down of marketable securities                                                     |   | (6,667                      | ) |   |           |   |   | (581,010   |  
|Interest on flow-through
      shares                                                         |   | (92,502                     | ) |   |           |   |   |           |  
|Interest and
      other                                                                      |   | 242,862                     |   |   | 74,590     |   |   | 4,963      |  
|                                                                                              |   | 141,043                     |   |   | 2,117,565  |   |   | (660,156   | )
|                                                                                              |   |                             |   |   |            |   |   |            |  
|Net income (loss) for the year                                                                | $ | (8,627,639                  | ) | $ | 831,135    |   | $ | (1,854,721 | )
|                                                                                              |   |                             |   |   |            |   |   |            |  
|Deficit, beginning
      of year                                                              | $ | (7,047,240                  | ) | $ | (7,878,375 | ) | $ | (6,023,654 | )
|                                                                                              |   |                             |   |   |            |   |   |            |  
|Deficit, end of
      year                                                                    | $ | (15,674,879                 | ) | $ | (7,047,240 | ) | $ | (7,878,375 | )
|                                                                                              |   |                             |   |   |            |   |   |            |  
|Basic and diluted
      net income (loss) per share                                           | $ | (0.19                       | ) | $ | 0.04       |   | $ | (0.12      | )
|                                                                                              |   |                             |   |   |            |   |   |            |  
|Weighted average number                                                                       |   |                             |   |   |            |   |   |            |  
|of common shares
      outstanding                                                            |   | 45,168,411                  |   |   | 21,421,096 |   |   | 15,170,448 |  
|                                                                                              |   |                             |   |   |            |   |   |            |  
|                                                                                              |   |                             |   |   |            |   |   |            |  
|The accompanying notes are an integral part of
      these consolidated financial statements. |  

---

|AMARC RESOURCES LTD.                                                                          |   |                                 |   |   |            |   |   |            |  
|--------------------------------------------------------------------------------------------- | - | ------------------------------- | - | - | ---------- | - | - | ---------- | -
|Consolidated Statements of Cash Flows                                                         |   |                                 |   |   |            |   |   |            |  
|(Expressed in Canadian Dollars)                                                               |   |                                 |   |   |            |   |   |            |  
|                                                                                              |   |                                 |   |   |            |   |   |            |  
|                                                                                              |   | **Years
      ended March 31,** |  
|Cash provided by
      (used in)                                                              |   | 2005                            |   |   | 2004       |   |   | 2003       |  
|                                                                                              |   |                                 |   |   |            |   |   |            |  
|Operating activities                                                                          |   |                                 |   |   |            |   |   |            |  
|Income (loss)
      for the year                                                              | $ | (8,627,639                      | ) | $ | 831,135    |   | $ | (1,854,721 | )
|Items
      not involving cash                                                                |   |                                 |   |   |            |   |   |            |  
|Common shares received                                                                        |   |                                |   |   |           |   |   | (1,300,000 | )
|Common shares issued for property fees                                                        |   | 174,900                         |   |   |           |   |   | 53,699     |  
|Amortization                                                                                  |   | 13,083                          |   |   | 17,037     |   |   | 20,750     |  
|(Gain) loss on sale of marketable securities                                                  |   | (81,554                         | ) |   | (2,052,596 |   |   | 19,500     |  
|Stock-based compensation (note 7(c))                                                          |   | 496,031                         |   |   | 407,363    |   |   | 5,805      |  
|Warrants received for option earn-in
      rights (note 6(b))                                 |   | (102,000                        | ) |   |           |   |   |           |  
|Write down of mineral property interest                                                       |   | 76,000                          |   |   |           |   |   |           |  
|Write down of marketable securities                                                           |   | 6,667                           |   |   |           |   |   | 581,010    |  
|Changes in non-cash
      working capital items                                               |   |                                 |   |   |            |   |   |            |  
|Amounts receivable and prepaids                                                               |   | (140,786                        | ) |   | 135,094    |   |   | 3,257      |  
|Balances receivable from and payable to related parties                                       |   | 175,111                         |   |   | (247,389   | ) |   | 1,344,464  |  
|Accounts payable and accrued liabilities                                                      |   | 595,213                         |   |   | 92,308     |   |   | (130,869   | )
|                                                                                              |   | (7,414,974                      | ) |   | (817,048   | ) |   | (1,257,105 | )
|                                                                                              |   |                                 |   |   |            |   |   |            |  
|Investing activities                                                                          |   |                                 |   |   |            |   |   |            |  
|Proceeds
      from sale of marketable securities                                             |   | 146,590                         |   |   | 2,657,646  |   |   | 94,440     |  
|Acquisition of
      mineral property interests                                               |   | (168,000                        | ) |   | (73,929    | ) |   |           |  
|Purchase
      of equipment                                                                   |   |                                |   |   |           |   |   | (76,984    | )
|Purchase of marketable
      securities                                                       |   | (125,000                        | ) |   | (125,000   | ) |   |           |  
|Reclamation
      deposit                                                                     |   |                                |   |   | 70,000     |   |   |           |  
|                                                                                              |   | (146,410                        | ) |   | 2,528,717  |   |   | 17,456     |  
|                                                                                              |   |                                 |   |   |            |   |   |            |  
|Financing activities                                                                          |   |                                 |   |   |            |   |   |            |  
|Issuance of
      share capital, net of costs                                                 |   | 1,172,090                       |   |   | 12,003,155 |   |   | 221,224    |  
|                                                                                              |   | 1,172,090                       |   |   | 12,003,155 |   |   | 221,224    |  
|                                                                                              |   |                                 |   |   |            |   |   |            |  
|Increase (decrease) in cash and equivalents                                                   |   | (6,389,294                      | ) |   | 13,714,824 |   |   | (1,018,425 | )
|                                                                                              |   |                                 |   |   |            |   |   |            |  
|Cash and equivalents,
      beginning of year                                                 |   | 13,724,673                      |   |   | 9,849      |   |   | 1,028,274  |  
|                                                                                              |   |                                 |   |   |            |   |   |            |  
|Cash and equivalents,
      end of year                                                       | $ | 7,335,379                       |   | $ | 13,724,673 |   | $ | 9,849      |  
|                                                                                              |   |                                 |   |   |            |   |   |            |  
|The accompanying notes are an integral part of
      these consolidated financial statements. |  
|                                                                                              |   |                                 |   |   |            |   |   |            |  
|                                                                                              |   |                                 |   |   |            |   |   |            |  
|Supplementary cash flow information:                                                          |   |                                 |   |   |            |   |   |            |  
|                                                                                              |   |                                 |   |   |            |   |   |            |  
|Interest paid                                                                                 | $ | 92,502                          |   | $ |           |   | $ |           |  
|                                                                                              |   |                                 |   |   |            |   |   |            |  
|Non cash financing and investing activities:                                                  |   |                                 |   |   |            |   |   |            |  
|Issuance of common
      shares for property option fees                                      |   | 174,900                         |   |   |           |   |   | 53,699     |  
|Common shares
      received from Expatriate Resources Ltd. (note 6(c))                       |   |                                |   |   |           |   |   | 1,300,000  |  

---

|AMARC RESOURCES LTD.                                                                          |   |           |   |   |            |  |   |            |   |   |            |  
|--------------------------------------------------------------------------------------------- | - | --------- | - | - | ---------- |  | - | ---------- | - | - | ---------- | -
|Consolidated Schedules of Exploration Expenses                                                |   |           |   |   |            |  |   |            |   |   |            |  
|Years ended March 31, 2005, 2004, and 2003                                                    |   |           |   |   |            |  |   |            |   |   |            |  
|(Expressed in Canadian Dollars)                                                               |   |           |   |   |            |  |   |            |   |   |            |  
|                                                                                              |   |           |   |   |            |  |   |            |   |   |            |  
|                                                                                              |   | Mexico    |   |   | British    |  |   | Manitoba   |   |   | All        |  
|                                                                                              |   | Inde      |   |   | Columbia   |  |   | Fox River  |   |   | Properties |  
|                                                                                              |   | Property  |   |   | Properties |  |   | Property   |   |   | Total      |  
|                                                                                              |   |           |   |   |            |  |   |            |   |   |            |  
|Exploration expenses for the year
      ended March 31, 2005                                  |   |           |   |   |            |  |   |            |   |   |            |  
|Assays
      and analysis                                                                     | $ |          |   | $ | 455,737    |  | $ |           |   | $ | 455,737    |  
|Drilling                                                                                      |   |          |   |   | 708,953    |  |   |           |   |   | 708,953    |  
|Engineering                                                                                   |   |          |   |   | 36,809     |  |   |           |   |   | 36,809     |  
|Environmental                                                                                 |   |          |   |   | 7,246      |  |   |           |   |   | 7,246      |  
|Equipment
      rental                                                                        |   | 603       |   |   | 149,258    |  |   |           |   |   | 149,861    |  
|Freight                                                                                       |   |          |   |   | 46,775     |  |   |           |   |   | 46,775     |  
|Geological                                                                                    |   |          |   |   | 3,082,953  |  |   |           |   |   | 3,082,953  |  
|Graphics                                                                                      |   |          |   |   | 73,072     |  |   |           |   |   | 73,072     |  
|Helicopter                                                                                    |   |          |   |   | 674,075    |  |   |           |   |   | 674,075    |  
|Option earn-in rights (note 6(b))                                                             |   | (102,000  | ) |   |           |  |   |           |   |   | (102,000   | )
|Property
      fees and assessments                                                           |   |          |   |   | 47,486     |  |   |           |   |   | 47,486     |  
|Property option payments                                                                      |   |          |   |   | 99,400     |  |   |           |   |   | 99,400     |  
|Site
      activities                                                                         |   | 742       |   |   | 2,105,905  |  |   |           |   |   | 2,106,647  |  
|Socioeconomic                                                                                 |   |          |   |   | 2,210      |  |   |           |   |   | 2,210      |  
|Travel and accommodation                                                                      |   |          |   |   | 164,726    |  |   |           |   |   | 164,726    |  
|Incurred during fiscal 2005                                                                   |   | (100,655  | ) |   | 7,654,605  |  |   |           |   |   | 7,553,950  |  
|Cumulative expenditures, March 31, 2004                                                       |   | 2,347,416 |   |   | 435,384    |  |   | 1,811,188  |   |   | 4,593,988  |  
|Cumulative expenditures, March 31, 2005                                                       | $ | 2,246,761 |   | $ | 8,089,989  |  | $ | 1,811,188  |   | $ | 12,147,938 |  
|                                                                                              |   |           |   |   |            |  |   |            |   |   |            |  
|                                                                                              |   |           |   |   |            |  |   |            |   |   |            |  
|Exploration expenses for the year ended March 31,
      2004                                  |   |           |   |   |            |  |   |            |   |   |            |  
|Assays and analysis                                                                           | $ | 575       |   | $ | 115,087    |  | $ |           |   | $ | 115,662    |  
|Engineering                                                                                   |   |          |   |   | 6,431      |  |   |           |   |   | 6,431      |  
|Equipment rental                                                                              |   | 1,119     |   |   | 1,446      |  |   |           |   |   | 2,565      |  
|Geological                                                                                    |   | 3,964     |   |   | 287,284    |  |   |           |   |   | 291,248    |  
|Graphics                                                                                      |   |          |   |   | 7,197      |  |   |           |   |   | 7,197      |  
|Helicopter                                                                                    |   |          |   |   | 2,302      |  |   |           |   |   | 2,302      |  
|Property fees and assessments                                                                 |   | (6,051    | ) |   | 500        |  |   |           |   |   | (5,551     | )
|Site
      activities                                                                         |   | 24,361    |   |   | 15,055     |  |   | 662        |   |   | 40,078     |  
|Travel and accommodation                                                                      |   | 238       |   |   | 82         |  |   |           |   |   | 320        |  
|Incurred during fiscal 2004                                                                   |   | 24,206    |   |   | 435,384    |  |   | 662        |   |   | 460,252    |  
|Cumulative expenditures, March 31, 2003                                                       |   | 2,323,210 |   |   |           |  |   | 1,810,526  |   |   | 4,133,736  |  
|Cumulative expenditures, March 31, 2004                                                       | $ | 2,347,416 |   | $ | 435,384    |  | $ | 1,811,188  |   | $ | 4,593,988  |  
|                                                                                              |   |           |   |   |            |  |   |            |   |   |            |  
|                                                                                              |   |           |   |   |            |  |   |            |   |   |            |  
|Exploration expenses for the year
      ended March 31, 2003                                  |   |           |   |   |            |  |   |            |   |   |            |  
|Assays
      and analysis                                                                     | $ | 51,273    |   | $ |           |  | $ | 15,582     |   | $ | 66,855     |  
|Drilling                                                                                      |   | 467,227   |   |   |           |  |   | 170,756    |   |   | 637,983    |  
|Engineering                                                                                   |   | 3,940     |   |   |           |  |   | 1,140      |   |   | 5,080      |  
|Equipment rental                                                                              |   | 24,588    |   |   |           |  |   | 5,756      |   |   | 30,344     |  
|Freight                                                                                       |   | 13,071    |   |   |           |  |   | 663        |   |   | 13,734     |  
|Geological                                                                                    |   | 297,126   |   |   |           |  |   | 198,247    |   |   | 495,373    |  
|Government
      grants                                                                       |   |          |   |   |           |  |   | (97,438    | ) |   | (97,438    | )
|Graphics                                                                                      |   | 29,519    |   |   |           |  |   | 1,633      |   |   | 31,152     |  
|Helicopter                                                                                    |   |          |   |   |           |  |   | 70,097     |   |   | 70,097     |  
|Option earn-in rights                                                                         |   |          |   |   |           |  |   | (1,300,000 | ) |   | (1,300,000 | )
|Property
      fees and assessments                                                           |   | 121,301   |   |   |           |  |   | (5,128     | ) |   | 116,173    |  
|Property option payments                                                                      |   | 45,078    |   |   |           |  |   |           |   |   | 45,078     |  
|Site
      activities                                                                         |   | 226,417   |   |   |           |  |   | 22,973     |   |   | 249,390    |  
|Travel and accommodation                                                                      |   | 34,078    |   |   |           |  |   | 7,431      |   |   | 41,509     |  
|Incurred during fiscal 2003                                                                   |   | 1,313,618 |   |   |           |  |   | (908,288   | ) |   | 405,330    |  
|Cumulative expenditures, March 31, 2002                                                       |   | 1,009,592 |   |   |           |  |   | 2,718,814  |   |   | 3,728,406  |  
|Cumulative expenditures, March 31, 2003                                                       | $ | 2,323,210 |   | $ |           |  | $ | 1,810,526  |   | $ | 4,133,736  |  
|                                                                                              |   |           |   |   |            |  |   |            |   |   |            |  
|The accompanying notes are an integral part of
      these consolidated financial statements. |  

---

|AMARC RESOURCES LTD.                          
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|Years ended March 31, 2005, 2004 and 2003     
|(Expressed
      in Canadian Dollars)         

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

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

---

|AMARC RESOURCES LTD.                          
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|Years ended March 31, 2005, 2004 and 2003     
|(Expressed
      in Canadian Dollars)         

|(d) | Reclamation deposits                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | Reclamation deposits are recorded at cost and are
        included in amounts receivable and prepaids.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(e) | Mineral property interests                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | 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 an 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 less than estimated fair market value, the unrecoverable
        portion is charged to operations in that period.                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | Mineral property acquisition costs include the cash
        consideration and the fair market value of common shares, based on the
        trading price of the shares, on the date of issue or as otherwise provided
        under the agreement terms for the mineral property interest. Costs for
        properties for which the Company does not possess unrestricted ownership
        and exploration rights, such as option agreements, are expensed in the
        period incurred or until a feasibility study has determined that the property
        is capable of commercial production.                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | Exploration costs and option payments are expensed
        in the period incurred. Option payments which are solely at the Companys
        discretion are recorded as they are made.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | Administrative expenditures are expensed in the period
        incurred.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | The Company 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 which is amortized
        over the life of the asset. Subsequent to the initial measurement of the
        asset retirement obligation, the obligation will be 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 also 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 to be generated by the asset.
        If the carrying amount of an 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.                                                                                                                                  

---

|AMARC RESOURCES LTD.                          
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|Years ended March 31, 2005, 2004 and 2003     
|(Expressed
      in Canadian Dollars)         

|(f) | Government grants                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | Due to the uncertainty of the approval of government
        grants for which the Company applies, government grants are recorded as
        and when the proceeds of these grants are received.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(g) | Share capital                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | Common shares issued for mineral property interests
        are recorded at the fair market value based upon the trading price of
        the shares on the TSX Venture Exchange on the date of issue or as otherwise
        provided under the agreement terms to issue the shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | The proceeds from common shares issued pursuant to
        flow-through share financing agreements are credited to share capital
        as the tax benefits of the exploration expenditures incurred pursuant
        to these agreements are transferred to the purchaser of the flow-through
        shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | Share issue costs are deducted from share capital.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(h) | Stock-based compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | Pursuant to CICA Handbook Section 3870, Stock-Based
        Compensation and Other Stock-Based Payments, the Company commenced
        recording non-cash stock-based payments to employees using the fair value
        method on a prospective basis effective April 1, 2003. Prior to April
        1, 2003, no compensation cost was required to be recorded for all other
        non-cash stock-based employee compensation awards. There has been no effect
        on any prior periods presented.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | The Company accounts for all non-cash stock-based
        payments to non-employees, and employee awards that are direct awards
        of shares, that call for settlement in cash or other assets, or that are
        share appreciation rights which call for settlement by the issuance of
        equity instruments, using the fair value method.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | Under the fair value method, stock-based payments
        are measured at the fair value of the consideration received, or the fair
        value of the equity instruments issued, or liabilities incurred, whichever
        is more reliably measurable. The fair value of non-cash stock-based payments
        is periodically re-measured until counterparty performance is complete,
        and any change therein is recognized over the period and in the same manner
        as if the Company had paid cash instead of paying with or using equity
        instruments. The cost of non-cash 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.

---

|AMARC RESOURCES LTD.                          
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|Years ended March 31, 2005, 2004 and 2003     
|(Expressed
      in Canadian Dollars)         

|    | Consideration received by the Company upon the exercise
        of share purchase options, and the stock- based compensation previously
        credited to contributed surplus related to such options, is credited to
        share capital.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(i) | Use of estimates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | The preparation of financial statements in conformity
        with Canadian generally accepted accounting principles requires management
        to make estimates and assumptions that affect the reported amounts of
        assets and liabilities and the disclosure of contingent assets and liabilities
        as at the balance sheet date, and the reported amounts of revenues and
        expenses during the reporting period. Significant areas requiring the
        use of management estimates include the determination of potential impairments
        of asset values, and rates for amortization of equipment, as well as the
        assumptions used in determining the fair value of non-cash stock-based
        compensation. Actual results could differ from those estimates.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(j) | Foreign currency translation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | All of the Companys foreign subsidiaries are
        considered integrated.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | Monetary assets and liabilities of the Company and
        its integrated foreign operations are translated into Canadian dollars
        at exchange rates in effect at the balance sheet date. Non-monetary assets
        and liabilities are translated at historical exchange rates unless such
        items are carried at market, in which case they are translated at the
        exchange rates in effect on the balance sheet date. Revenues and expenses,
        except amortization, are translated at average exchange rates for the
        period. Amortization is translated at the same exchange rates as the assets
        to which it relates. Foreign exchange gains or losses are recognized in
        the statement of operations.                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(k) | Income taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | The Company uses the asset and liability method of
        accounting for income taxes. Under this method, future income tax assets
        and liabilities are computed based on differences between the carrying
        amount of assets and liabilities on the balance sheet and their corresponding
        tax values, generally using the enacted or substantively enacted income
        tax rates expected to apply to taxable income in the years in which those
        temporary differences are expected to be recovered or settled.                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | Future income tax assets also result from unused
        loss carryforwards and other deductions. Future tax assets are recognized
        to the extent that they are considered more likely than not to be realized.
        The valuation of future income tax assets is adjusted, if necessary, by
        the use of a valuation allowance to reflect the estimated realizable amount.                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | The Companys accounting policy for future income
        taxes currently has no effect on the consolidated financial statements
        of any of the periods presented.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

---

|AMARC RESOURCES LTD.                          
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|Years ended March 31, 2005, 2004 and 2003     
|(Expressed
      in Canadian Dollars)         

|(l) | Loss per share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | Basic loss per share is calculated by dividing the
        loss for the period by the weighted average number of common shares outstanding
        during the period.                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | Diluted loss per share is calculated using the treasury
        stock method. Under the treasury stock method, the weighted average number
        of common shares outstanding used for the calculation of diluted loss
        per share assumes that the proceeds to be received on the exercise of
        dilutive stock options and warrants are used to repurchase common shares
        at the average market price during the period.                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(m) | Fair value of financial instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | The carrying values of cash and equivalents, amounts
        receivable and prepaids, and accounts payable and accrued liabilities
        approximate their fair value due to their short term nature. The fair
        value of balances receivable from related parties is not readily determinable
        due to the related party nature of these amounts and the absence of a
        secondary market for such instruments. The Company is not exposed to significant
        credit risk or interest rate risk.                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | Warrants received by the Company pursuant to certain
        private placement and option agreements described in note 4 and note 6
        are classified as derivative financial instruments and are recorded on
        the balance sheet as marketable securities and at estimated fair value.
        Changes in the fair value of a derivative financial instrument are charged
        to operations if the instrument does not qualify as a hedge, or to the
        balance sheet, if it does qualify as a hedge. The Company has not designated
        any of its warrants as a hedging instrument.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(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.                                                                                                                                                                                                                                                                                                                                                                                                                                       

---

|AMARC RESOURCES LTD.                          
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|Years ended March 31, 2005, 2004 and 2003     
|(Expressed
      in Canadian Dollars)         

|4. | MARKETABLE SECURITIES
|-- | ---------------------

| |                                                        | Number  |  |   | Book
      value |  |   | Market value | 
| | ------------------------------------------------------ | ------- |  | - | ---------------- |  | - | ------------ | 
| | March 31, 2005                                         |         |  |   |                  |  |   |              | 
| | Yukon Zinc Corporation (formerly Expatriate            |         |  |   |                  |  |   |              | 
| | Resources Ltd.) common shares (1)                      | 537,000 |  | $ | 163,964          |  | $ | 171,840      | 
| | Chatworth Resources Inc. (formerly GMD                 |         |  |   |                  |  |   |              | 
| | Resources Corp.)
      common shares (note 6(a))       | 16,667  |  |   | 3,333            |  |   | 3,583        | 
| | Chatworth Resources Inc. warrants (note 6(a))          | 100,000 |  |   | 22,000           |  |   | 22,000       | 
| | Yukon Zinc Corporation warrants
      (1)              | 250,000 |  |   | 12,000           |  |   | 12,000       | 
| | Sydney
      Resource Corporation warrants (note 6(b)) | 300,000 |  |   | 89,000           |  |   | 89,000       | 
| | Total                                                  |         |  | $ | 290,297          |  | $ | 298,423      | 
| |                                                        |         |  |   |                  |  |   |              | 
| | March 31, 2004                                         |         |  |   |                  |  |   |              | 
| | Expatriate Resources Ltd. common shares                | 250,000 |  | $ | 125,000          |  | $ | 112,500      | 
| | StrataGold Corporation common shares                   | 206,093 |  |   |                 |  |   | 84,498       | 
| | Total                                                  |         |  | $ | 125,000          |  | $ | 196,998      | 

|   | (1) On July 21, 2004, the Company subscribed
        to a private placement in Yukon Zinc Corporation (formerly Expatriate
        Resources Ltd.) consisting of 500,000 units for total gross proceeds of
        $125,000. Each unit consisted of one common share and one-half of one
        warrant. Each whole warrant is convertible into one common share of Yukon
        Zinc and expires on July 21, 2005. The gross proceeds of $125,000 were
        allocated between the common shares and warrants of Yukon Zinc based on
        their relative fair values at the date of issuance.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|5. | EQUIPMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

| |                |   |         |  |   | Accumulated  |  |   | Net Book | 
| | -------------- | - | ------- |  | - | ------------ |  | - | -------- | 
| |                |   | Cost    |  |   | Amortization |  |   | Value    | 
| | March 31, 2005 |   |         |  |   |              |  |   |          | 
| | Automotive     | $ | 24,514  |  | $ | 17,195       |  | $ | 7,319    | 
| | Site equipment |   | 77,551  |  |   | 37,765       |  |   | 39,786   | 
| | Total          | $ | 102,065 |  | $ | 54,960       |  | $ | 47,105   | 
| |                |   |         |  |   |              |  |   |          | 
| | March 31, 2004 |   |         |  |   |              |  |   |          | 
| | Automotive     | $ | 24,514  |  | $ | 14,058       |  | $ | 10,456   | 
| | Site equipment |   | 77,551  |  |   | 27,819       |  |   | 49,732   | 
| | Total          | $ | 102,065 |  | $ | 41,877       |  | $ | 60,188   | 

---

|AMARC RESOURCES LTD.                          
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|Years ended March 31, 2005, 2004 and 2003     
|(Expressed
      in Canadian Dollars)         

|6, | MINERAL PROPERTY INTERESTS
|-- | --------------------------

| |                   |  |            |  |  |            |  |  |          |  |  |            |  |  | Written-   |  |  |           |  |  |            | 
| | ----------------- |  | ---------- |  |  | ---------- |  |  | -------- |  |  | ---------- |  |  | ---------- |  |  | --------- |  |  | ---------- | 
| |                   |  | Balance    |  |  | Acquired   |  |  | Balance  |  |  | Credited   |  |  | down       |  |  | Acquired  |  |  | Balance at | 
| | Property          |  | at Mar 31, |  |  | during the |  |  | at Mar   |  |  | during the |  |  | during the |  |  | during    |  |  | Mar 31,    | 
| | Acquisition Costs |  | 2003       |  |  | year       |  |  | 31, 2004 |  |  | year       |  |  | year       |  |  | the year  |  |  | 2005       | 
| | British Columbia, |  |            |  |  |            |  |  |          |  |  |            |  |  |            |  |  |           |  |  |            | 
| | Canada            |  |            |  |  |            |  |  |          |  |  |            |  |  |            |  |  |           |  |  |            | 
| | Buck              |  | $         |  |  | $ 65,929   |  |  | $ 65,929 |  |  | $ 10,000   |  |  | $         |  |  | $        |  |  | $ 55,929   | 
| | RAD               |  |           |  |  | 8,000      |  |  | 8,000    |  |  |           |  |  | 8,000      |  |  |          |  |  |           | 
| | Bob and JMD       |  |           |  |  |           |  |  |         |  |  |           |  |  |           |  |  | 90,000    |  |  | 90,000     | 
| | Witch             |  |           |  |  |           |  |  |         |  |  |           |  |  |           |  |  | 10,000    |  |  | 10,000     | 
| | Sitka             |  |           |  |  |           |  |  |         |  |  |           |  |  | 68,000     |  |  | 68,000    |  |  |           | 
| | Total             |  | $         |  |  | $ 73,929   |  |  | $ 73,929 |  |  | $ 10,000   |  |  | $ 76,000   |  |  | $ 168,000 |  |  | $ 155,929  | 

|(a) | British Columbia, Canada                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | Buck Property                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | In January 2004, the Company entered into agreements
        to acquire a 100% interest in the Buckmineral property. The 4,750
        hectare Buckproperty, located 20 kilometers south of Houston,
        was acquired from United Mineral Services Ltd., a private company owned
        by a director of the Company, by reimbursing the $65,929 cost of staking
        the property, line cutting to establish a survey grid over it and by performing
        an induced polarization geophysical survey on the property.                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | On July 9, 2004, the Company reached an option agreement
        with Chatworth Resources Inc.(Chatworth) (then, GMD
        Resource Corp.) pursuant to which Chatworth can earn a 50% interest
        in the Buck project by (i) issuing 100,000 units comprised of 100,000
        common shares of Chatworth at a deemed price of $0.05 per share, (ii)
        issuing 100,000 two-year share purchase warrants exercisable at $0.10
        per share in the first year and $0.15 per share in the second year, and
        (iii) incurring exploration expenditures totaling $500,000 over five years,
        with a minimum annual expenditure of $100,000.                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | Upon acceptance of the option agreement by the TSX
        Venture Exchange on July 16, 2005, 100,000 common shares and 100,000 warrants
        of Chatworth were received by the Company. The 100,000 pre-consolidation
        Chatworth shares with a value of $5,000 were credited against the acquisition
        cost of the property. Chatworth subsequently completed a 6-for-1 share
        consolidation. The fair value of the Chatworth warrants was estimated
        on the TSX acceptance date at $5,000 using a Black-Scholes option pricing
        model, and has been credited against the acquisition cost of the property.
        Assumptions used in the pricing model include: (i) risk free rate of 3%,
        (ii) expected volatility of 328%, (iii) an estimated life of 2 years and
        (iv) an expected dividend rate of nil.

---

|AMARC RESOURCES LTD.                          
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|Years ended March 31, 2005, 2004 and 2003     
|(Expressed
      in Canadian Dollars)         

RAD and Sitka Properties

In January 2004, the Company entered
  into agreements to acquire 100% interests in each of the RAD and Sitkamineral properties. The 2,000 hectare RADproperty, located 250 kilometers
  west of Williams Lake, was acquired from United Mineral Services Ltd., a private
  company owned by a director of the Company, by reimbursing the $8,000 staking
  cost. The Company has no current plans to conduct further exploration work on
  this property. Consequently, the acquisition costs totaling $8,000 were expensed
  in the year ended March 31, 2005.

The Company continues to maintain the
  property in good standing.

The 1,275 hectare Sitka Gold
  property ("Sitka"), located 30 kilometers northeast of Port Hardy, was acquired
  by the Company for $20,000 in cash and the issuance of 80,000 common shares
  of the Company to an arm's length party. During February 2004 to August 2004,
  the Company conducted technical reviews of the Sitka property. The Company has
  no current plans to conduct further exploration work on this property and consequently,
  the acquisition costs totaling $68,000 were expensed in the year ended March
  31, 2005.

The Company continues to maintain the
  property in good standing.

Bob and JMD Properties

In January 2004, the Company entered
  into agreements to acquire a 100% interest in the Bob and JMD
  mineral properties. The 1,200 hectare Bob and the adjacent 100 hectare
  JMD properties, located 80 kilometers west of Quesnel, were acquired
  by issuing a total of 200,000 common shares of the Company to two arm's length
  parties. Of these 200,000 common shares, 50,000 are held in reserve until the
  Company reached a third party joint venture agreement or completed a total of
  $250,000 in exploration expenditures.

In November 2004 the Company signed
  an option agreement with Endurance Gold Corporation (Endurance Gold),
  an arm's length private company, whereby Endurance Gold can acquire a 60% interest
  in the properties by issuing to the Company 250,000 common shares, and by incurring
  $250,000 in exploration work over the next three years. The agreement is conditional
  upon Endurance Gold becoming a publicly-listed company.

At the end of the option period, the
  Company and Endurance Gold may enter into a joint venture to develop the property
  with the Company owning 40% and Endurance Gold owning 60%. The two arm's length
  parties, from whom the property was acquired, waived the right to the 50,000
  common shares held in reserve referred to above.

In January 2005, Endurance Gold staked
  an additional 2,047 hectares of mineral claims within the area of common interest
  surrounding the property which now form part of the property and is to the terms
  of the agreement with Endurance Gold.

---

|AMARC RESOURCES LTD.                          
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|Years ended March 31, 2005, 2004 and 2003     
|(Expressed
      in Canadian Dollars)         

GBR-Bonanza

In April 2004, the Company entered into
  an agreement to acquire the 1,000 hectare GBR Property located approximately
  70 kilometers northwest of Dease Lake. The Company has the option to acquire
  a 100% interest in the claims, subject to a net smelter royalty (NSR)
  of 2%, by making cash payments totaling $225,000, of which $15,000 has been
  paid, and by issuing 450,000 common shares of the Company, of which 30,000 have
  been issued. These option payments have been expensed and are presented in the
  consolidated schedules of exploration expenses under option payments. The Company
  subsequently staked an additional 28 claims on 5,825 hectares to add to the
  property within the area of common interest that are now subject to the terms
  of the agreement.

In October 2004, the Company signed
  a Letter of Intent to enter into an option agreement with Candorado Operating
  Co. Ltd. (Candorado), which owns an option to acquire 100% of the
  Bonanza property from the underlying owners, subject to a 2% net smelter
  royalty that can be purchased for $2 million. The property is located approximately
  25 kilometers southeast of the village of Iskut in northwest British Columbia.
  Pursuant to the Letter of Intent, the Company could have acquired 51% of Candorados
  interest by expending $125,000 in exploration work. After the Company had earned
  its 51% interest, the parties could have formed a joint venture to undertake
  ongoing exploration of the property.

In May 2005, the Company terminated
  the GBR and Bonanza agreements.

Spius Property

In June 2004, the Company entered into
  an option agreement with two arm's length parties to acquire a 100% interest
  in the 1,000 hectare Spius gold-copper porphyry property, located near
  Merritt. The Company can acquire this interest in the Spius property by making
  staged cash payments totaling $35,000 and issuing 80,000 common shares over
  three years (10,000 issued). The property is subject to a 2% NSR, which the
  Company can, at its option, purchase for $2 million.

Witch Properties

In September 2004, the Company acquired
  a 100% interest in the Witch porphyry gold-copper property, located in
  the Witch Lake/Chuchi Lake region, approximately 80 kilometers north-northwest
  of Fort St. James, for a cash payment of $10,000. At that time, the property
  comprised approximately 4,600 hectares and the Company subsequently staked an
  additional 1,750 hectares contiguous to the property.

During the period September 2004 to
  January 2005, the Company staked an additional 67,961 hectares in the Witch
  Lake region.

---

|AMARC RESOURCES LTD.                          
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|Years ended March 31, 2005, 2004 and 2003     
|(Expressed
      in Canadian Dollars)         

Natlan Property

In October 2004, the Company signed
  a Letter of Intent to enter into an option agreement to acquire the Natlan
  gold property, located 25 kilometers northeast of Hazelton. In March 2005, a
  definitive option agreement was entered into by the Company whereby the Company
  can purchase 100% of the claims by making staged cash payments totaling $500,000
  over five years, of which $10,000 has been paid and expensed. The property is
  subject to a 2% NSR which the Company can purchase for $2 million.

Cariboo Properties

In February and March 2004, the Company
  staked the 2,000 hectare Crystalproperty, the 2,000 hectare Orrproperty,
  the 1,125 hectare Hookproperty, the 2,125 Skyproperty and the
  2,175 hectare Jimproperty. The Crystal and the Orr properties are located
  approximately 45 kilometers southeast and 35 kilometers southeast, respectively,
  of the town of 100 Mile House. The Hook, Sky and Jim properties are located
  12 kilometers northeast, 15 kilometers northwest and 6 kilometers northeast,
  respectively, of the town of Horsefly. Subsequently, the Company added 100 hectares
  to the Jim property and 2,500 hectares to the Crystal property by staking.

In February 2005, a portion of the Crystal
  claims was allowed to lapse. Subsequent to March 31, 2005, the remainder of
  the Crystal claims were allowed to lapse. In March 2005, the Orr claims were
  allowed to lapse. Subsequent to the year ended March 31, 2005 the Sky
  claims were also allowed to lapse.

In March 2005, the Company signed an
  agreement with Wildrose Resources Ltd. whereby the Hook and Jim
  properties were sold to Wildrose for a nominal sum and a right of first refusal
  in favor of the Company to enter into an option agreement on Wildroses
  Cowtrail and Pat claims. The Cowtrail and the Pat claims are located
  near Horsefly, British Columbia.

In November 2004, the Company staked
  the Giff, NaudandTin properties, comprising 5,196 hectares,
  approximately 85 kilometers east of Williams Lake. In February 2005, the Company
  staked the Magoro, RS, Tisdall and TKL properties, comprising
  a total of 7,462 hectares, also located approximately 85 kilometers east of
  Williams Lake.

In December 2004, the Company entered
  into a Letter of Intent whereby it obtained an option to acquire a 100% interest
  in the 121 hectare Homestake/Kamadcrown-granted mineral claims, located
  65 kilometers northeast of Kamloops, by making staged payments totaling $135,000
  and issuing 200,000 common shares of the Company over a period of 2 years. The
  property is subject to a 2% NSR which can be purchased by the Company for $1
  million.

In January 2005, a definitive legal
  agreement was entered into by the parties and the Company made an option payment
  of 25,000 common shares and $15,000 at that time.

---

|AMARC RESOURCES LTD.                          
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|Years ended March 31, 2005, 2004 and 2003     
|(Expressed
      in Canadian Dollars)         

In December 2004, the Company entered
  into a letter agreement with Eagle Plains Resources Ltd.(Eagle
  Plains) to obtain an option to earn a 60% joint venture interest with
  Eagle Plains to develop the 5,075 hectare Acacia property, which is contiguous
  with and surrounds the Homestake/Kamad property. The Company can earn its 60%
  interest by making staged payments totaling $125,000 (of which $10,000 was paid
  in December 2004 and $15,000 was paid in April 2005, subsequent to the year
  end), issuances of 350,000 common shares of the Company (of which 25,000 were
  issued in May 2005, subsequent to the year end), and by expending $2,500,000
  in exploration over the ensuing four years. The Company may increase its interest
  to 75% by completing a feasibility study. A definitive agreement was entered
  into subsequent to March 31, 2005.

In January 2005 the Company staked the
  5,687 hectare Pike property, located approximately 30 kilometers northwest
  of Princeton.

Farm out agreement

On November 1, 2004 the Company signed
  an agreement with Rockwell Ventures Inc.(Rockwell), a company
  related by certain directors in common, whereby Rockwell was granted the right
  to earn an interest in each of the Crystal, Hook, Kal, M2, M3, M5 and
  Tsil properties by incurring $600,000 in exploration expenditures on
  these properties by December 31, 2004 (completed).

|(b) | Durango State, Mexico 
        Inde Property                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | The Inde Property ("the Property") comprises approximately
        270 hectares located in Durango State, Mexico, and consists of five mineral
        concessions, of which three were owned outright by the Company and two
        were held under option.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | In December 2003, and concurrent with an amendment
        to the underlying option agreement, the Company optioned the Property
        to Minera Bugambilias, S.A. de C.V. ("Bugambilias"). Bugambilias could
        have earned up to a 70% interest in the Inde Property by exercising two
        options and was also required to make all necessary option payments to
        the underlying property vendor. On October 14, 2004, Bugambilias terminated
        its option. The Company then terminated its option agreement with the
        underlying vendor, and pursuant to that agreement also relinquished, to
        the underlying vendor, the three concessions which it owned. Consequently,
        the Company has no further interest in the Inde Property.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | In January 2004, the Company reached an option agreement
        with Sydney Resource Corporation(Sydney) pursuant
        to which Sydney can earn a 51% interest in the Inde project by (i) incurring
        $2.2 million in exploration expenses within 3 years and (ii) issuing 300,000
        warrants at exercisable at $0.52 per share until February 4, 2006.                                                                                                                                                                                                                                                                                                                                                                                                            

---

|AMARC RESOURCES LTD.                          
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|Years ended March 31, 2005, 2004 and 2003     
|(Expressed
      in Canadian Dollars)         

Upon acceptance of the option agreement
  by the TSX Venture Exchange on April 27, 2004, 300,000 warrants of Sydney were
  received by the Company. The Sydney warrants were recorded as a reduction in
  exploration expenses with an estimated fair value of $102,000 using the Black-Scholes
  option pricing model. Assumptions used in this calculation included: (i) risk
  free rate of 3%, (ii) expected volatility of 131%, (iii) an estimated life of
  1.41 years and (iv) an expected dividend rate of nil.

|(c) | Manitoba, Canada 
        Fox River Property                                                                                                                                                                                                                                                                                                                                                                                                                                
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | By an agreement dated November 15, 2001, the Company
        acquired the right to participate in the Fox River Project by investing
        in, and becoming a general partner of, a limited partnership which held
        an option to acquire property interests comprising of four Special Exploration
        Permits located near Thompson, Manitoba, covering approximately 314,000
        hectares. The expenditure requirements were to be $2.5 million per year.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | During the year ended March 31, 2003, the Company
        sought an extension to earn an interest in the Fox River property, which
        was not agreed to by Falconbridge. In January 2003, the Company terminated
        its option to earn the joint venture interest from Falconbridge Limited
        on the Fox River Project.                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(d) | Other Properties                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | Yukon Territory and Saskatchewan                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | The Company has a 5% net profits interest ("NPI")
        in the 46 mineral claims comprising the Ana Property in the Yukon, and
        a 2.5% NPI in a mineral lease comprising the Mann Lake Property in Saskatchewan.
        The Company has neither active exploration programs nor does it plan to
        undertake any new programs on these properties at the present time.                                                                                       

---

|AMARC RESOURCES LTD.                          
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|Years ended March 31, 2005, 2004 and 2003     
|(Expressed
      in Canadian Dollars)         

|7.  | SHARE CAPITAL                                                                                                                                                      
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                    
|(a) | Authorized share capital                                                                                                                                           
|    |                                                                                                                                                                    
|    | The Company's authorized share capital consists of
        an unlimited number (2004  100 million, 2003  100 million)
        of common shares without par value.
|    |                                                                                                                                                                    
|(b) | Issued and outstanding common shares                                                                                                                               

| |                                                                 | Number of  |  |   |            | 
| | --------------------------------------------------------------- | ---------- |  | - | ---------- | 
| | Common shares issued:                                           | Shares     |  |   | Amount     | 
| | Balance at March 31, 2003                                       | 15,468,890 |  | $ | 8,635,675  | 
| | Issued during fiscal 2004                                       |            |  |   |            | 
| | Options exercised                                               | 758,000    |  |   | 318,290    | 
| | Warrants exercised                                              | 4,944,667  |  |   | 2,238,482  | 
| | Private placement, net of issue
      costs, October 2003 (i)   | 13,000,000 |  |   | 3,849,889  | 
| | Private placement, net of issue costs, December
      2003 (ii) | 8,002,084  |  |   | 4,189,297  | 
| | Private placement, net of issue costs, March
      2004 (iii)   | 2,000,000  |  |   | 1,407,197  | 
| | Balance at March 31, 2004                                       | 44,173,641 |  | $ | 20,638,830 | 
| | Issued during fiscal 2005                                       |            |  |   |            | 
| | Options exercised                                               | 2,123,500  |  |   | 654,090    | 
| | Bob and JMD property option payment,
      June 2004            | 150,000    |  |   | 90,000     | 
| | GBR property option payment, June 2004                          | 30,000     |  |   | 18,000     | 
| | Sitka property option payment,
      June 2004                  | 80,000     |  |   | 48,000     | 
| | Spius Creek property option payment, July 2004                  | 10,000     |  |   | 5,900      | 
| | Homestake/Kamad property option
      payment, January, 2005    | 25,000     |  |   | 13,000     | 
| | Warrants exercised                                              | 1,145,001  |  |   | 518,000    | 
| | Contributed surplus transferred on options exercised            |            |  |   | 402,134    | 
| | Balance at March
      31, 2005                                 | 47,737,142 |  | $ | 22,387,954 | 

| | (i)  | On October 31, 2003 the Company announced a private
        placement of 13,000,000 units, of which 5,047,000 were flow-through units
        and 7,953,000 were non-flow-through units, at a price of $0.30 per unit.
        Each unit was comprised of one common share and one warrant to purchase
        one common share at a price of $0.34 until December 31, 2005. The warrants
        are subject to a 45 day accelerated expiry, at the option of the Company,
        if the closing trade price of the Company's common shares is at least
        $0.68 for ten consecutive trading days.
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (ii) | In December 2003, the Company announced and completed
        a private placement of 8,002,084 units, of which 4,397,906 were flow-through
        units and 3,604,178 were non- flow-through, at a price of $0.55 per unit.
        Each unit was comprised of one common share and one share purchase warrant
        redeemable for one common share at a price of $0.60 until December 31,
        2004.                                                                                                                                                                                             

---

|AMARC RESOURCES LTD.                          
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|Years ended March 31, 2005, 2004 and 2003     
|(Expressed
      in Canadian Dollars)         

| | (iii) | In March 2004, the Company completed a private placement
        of 2,000,000 units at a price of $0.75 per unit. Each unit was comprised
        of one common share and one share purchase warrant redeemable for one
        common share at a price of $0.85 until March 9, 2005.
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(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 (prior to September 2004, 2,970,000 share purchase options) 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 can be set equal to or greater than the closing market price
        of the common shares on the TSX Venture Exchange on the day prior to the
        date of the grant of the option, less any allowable discounts. Options
        have a maximum term of five years and terminate 30 days following the
        termination of the optionees employment, except in the case of retirement
        or death.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | The continuity of share purchase options for the
        period ended March 31, 2005 is:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

| |                                 | Exercise | March 31, |           |             | Expired/  | March 31,
| | ------------------------------- | -------- | --------- | --------- | ----------- | --------- | ---------
| | Expiry date                     | price    | 2004      | Granted   | Exercised   | cancelled | 2005     
| | December 20, 2004               | $0.18    | 67,000    |          | (67,000)    |          |         
| | March 21, 2005                  | $0.31    | 2,033,000 |          | (2,013,000) | (20,000)  |         
| | March 21, 2005                  | $0.36    | 25,500    |          | (25,500)    |          |         
| | March 21, 2005                  | $0.49    | 73,000    |          | (18,000)    | (55,000)  |         
| | May 9, 2005                     | $0.17    | 7,000     |          |            |          | 7,000    
| | March 21,
      2006            | $0.60    |          | 2,046,000 |            | (25,000)  | 2,021,000
| | Total                           |          | 2,205,500 | 2,046,000 | (2,123,500) | (100,000) | 2,028,000
| |                                 |          |           |           |             |           |          
| | Weighted average exercise price |          | $0.31     | $0.60     | $0.31       | $0.48     | $0.60    

The weighted-average contractual remaining
  life of share purchase options is 0.97 years.

The continuity of share purchase options
  for the year ended March 31, 2004 is:

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

---

|AMARC RESOURCES LTD.                          
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|Years ended March 31, 2005, 2004 and 2003     
|(Expressed
      in Canadian Dollars)         

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

| |                                                   |   | Year ended March 31, |  
| | ------------------------------------------------- | - | -------------------- | -
| |                                                   |   | 2005                 |  
| | Exploration                                       |   |                      |  
| | Engineering                                       | $ | 57,330               |  
| | Environmental, socioeconomic
      and land       |   | (344                 | )
| | Geological                                        |   | 156,245              |  
| |                                                   |   | 213,231              |  
| | Office and administration                         |   | 282,800              |  
| | Total compensation cost recognized in operations, |   |                      |  
| | credited
      to contributed surplus             | $ | 496,031              |  

The assumptions used to estimate the
  fair value of options granted during the period are as follows:

| |                                      | Year ended March 31,
| | ------------------------------------ | --------------------
| |                                      | 2005                
| | Risk free interest rate              | 3%                  
| | Weighted average expected life       | 1.4 years           
| | Vesting period                       | 3-8 months          
| | Weighted average expected volatility | 100%                
| | Expected dividends                   | nil                 

|(d) | Share purchase warrants                                                                                                               
|--- | --------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                       
|    | The continuity of share purchase warrants (each warrant
        redeemable for one common share) for the year ended March 31, 2005 is:

| |                                                                                | Exercise | March 31   |        |             | Expired/    | March 31  
| | ------------------------------------------------------------------------------ | -------- | ---------- | ------ | ----------- | ----------- | ----------
| | Expiry date                                                                    | Price    | 2004       | Issued | Exercised   | Cancelled   | 2005      
| | December 31, 2004                                                              | $0.60    | 8,002,084  |       | (495,000)   | (7,507,084  |          
| | March 9, 2005                                                                  | $0.85    | 2,000,000  |       |            | (2,000,000) |          
| | December 31, 2005                                                              | $.34     | 13,000,000 |       | (650,001)   |            | 12,349,999
| | Total                                                                          |          | 23,002,084 |       | (1,145,001) | (9,507,084) | 12,349,999
| |                                                                                |          | $0.47      | $     | $0.45       | $0.65       | $0.34     
| | Weighted average exercise price                                                |          |            |        |             |             |           
| |                                                                                |          |            |        |             |             |           
| | The contractual remaining life of share purchase
      warrants is 0.75 years.

---

|AMARC RESOURCES LTD.                          
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|Years ended March 31, 2005, 2004 and 2003     
|(Expressed
      in Canadian Dollars)         

The continuity of share purchase warrants
  for the year ended March 31, 2004 is:

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

|(e) | Contributed surplus                                                                     |   |          |  
|--- | --------------------------------------------------------------------------------------- | - | -------- | -
|    |                                                                                         |   |          |  
|    | Balance at March 31, 2003                                                               | $ | 5,805    |  
|    | Changes during fiscal 2004                                                              |   |          |  
|    | Non-cash
      stock-based compensation (note 7(c))                                     |   | 407,363  |  
|    | Balance at March 31, 2004                                                               |   | 413,168  |  
|    | Changes during fiscal 2005                                                              |   |          |  
|    | Non-cash
      stock-based compensation (note 7(c))                                     |   | 496,031  |  
|    | Contributed
      surplus transferred to share capital on options exercised (note 7(a)) |   | (402,134 | )
|    | Balance at March
      31, 2005                                                         | $ | 507,065  |  
|    |                                                                                         |   |          |  
|    | The components of contributed surplus at March 31, 2005 are:                            |   |          |  
|    |                                                                                         |   |          |  
|    | Cumulative
      stock-based compensation                                               |   | 909,199  |  
|    | Contributed
      surplus transferred to share capital upon options exercised           |   | (402,134 | )
|    | Balance
      at March 31, 2005                                                         | $ | 507,065  |  

---

|AMARC RESOURCES LTD.                          
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|Years ended March 31, 2005, 2004 and 2003     
|(Expressed
      in Canadian Dollars)         

|8. | RELATED PARTY BALANCES AND TRANSACTIONS    |                       |                      |                    
|-- | ------------------------------------------ | --------------------- | -------------------- | -------------------
|   |                                            |                       |                      |                    
|   | Balances
      receivable (payable)        |                       | March
      31, 2005 | March
      31,2004
|   | Hunter Dickinson Inc. (a)                  |                       | $(89,848)            | $85,263            
|   | Hunter
      Dickinson Group Inc. (b)      |                       | (3,424)              | (3,424)            
|   | Total                                      |                       | $(93,272)            | $81,839            
|   |                                            |                       |                      |                    
|   |                                            |                       |                      |                    
|   |                                            | Years ended March 31,
|   |                                            |                       |                      |                    
|   | Transactions                               | 2005                  | 2004                 | 2003               
|   | Services rendered and expenses reimbursed: |                       |                      |                    
|   | Hunter Dickinson Inc. (a)                  | $1,779,538            | $502,474             | $973,289           
|   | Hunter Dickinson Group
      Inc. (b)      | 12,780                | 12,800               | 20,736             
|   | C.E.C Engineering Ltd. (c)                 |                      |                     | 10,123             
|   | Property acquisitions:                     |                       |                      |                    
|   | United
      Mineral Services Ltd. (d)     |                      | 73,929               | 73,929             

| | (a) | Hunter Dickinson Inc. ("HDI") and its wholly-owned
        subsidiaries are private companies, owned equally by nine public companies,
        one of which is the Company, and has certain directors in common with
        the Company. HDI provides geological, technical, corporate development,
        administrative and management services to, and incur third party costs
        on behalf of, the Company on a full cost recovery basis pursuant to an
        agreement dated December 31, 1996. Balances receivable from (payable to)
        Hunter Dickinson Inc. have arisen in the normal course of exploration
        work on the Companys mineral properties and from the provision of
        ongoing administrative services.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (b) | Hunter Dickinson Group Inc. (HDGI) is
        a private company with certain directors in common with the Company that
        provides consulting services at market rates to the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (c) | C.E.C Engineering Ltd. is a private company controlled
        by a director, that provides engineering and project management services
        to the Company based on the fair market value of those services.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (d) | United Mineral Services Ltd. (UMS) is
        a private company owned by a director of the Company. During the year
        ended March 31, 2004, the Company acquired the 2,000 hectare RAD claims
        for $8,000, which was the staking cost paid by UMS, and the Buck claims
        for $65,929, being the cost of staking the property and line cutting (note
        6(a)).                                                                                                                                                                                                                                                                                                                                                              

---

|AMARC RESOURCES LTD.                          
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|Years ended March 31, 2005, 2004 and 2003     
|(Expressed
      in Canadian Dollars)         

|9.  | INCOME TAXES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | As of March 31, 2005, the Company had approximately
        $2.5 million (2004 - $1.9 million) in non- capital losses and $5.7 million
        (2004 - $1.8 million) in capital losses for Canadian tax purposes available
        to reduce taxable income in future years. These non-capital losses expire
        in various periods ranging from 2006 to 2012. Future tax benefits, if
        any, resulting from the application of these losses have not been reflected
        in these consolidated financial statements, as it cannot be considered
        more likely than not that they will be realized.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|10. | COMMITMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | Pursuant to a flow-through private placement on December
        2003, the Company was committed to incur prior to December 31, 2004, on
        a best efforts basis, approximately $3.8 million in qualifying Canadian
        exploration expenses. As at December 31, 2004, the Company had incurred
        the necessary expenditure and consequently had fulfilled its flow-through
        obligation.                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|11. | DIFFERENCES BETWEEN CANADIAN AND UNITED STATES
        GENERALLY ACCEPTED ACCOUNTING PRINCIPLES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

|(a) | Mineral property costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | The Companys policy of expensing all property costs except where
      an outright property interest has been acquired results in an accounting
      treatment for these costs which the Company considers to be materially congruent
      with US GAAP. Accordingly, the Company considers that no US/Canadian GAAP
      difference exists with respect to mineral property costs in these consolidated
      financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(b) | Stock-based compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | United States Statement of Financial Accounting Standards No. 123 (SFAS
      123), "Accounting for Stock-Based Compensation", requires that stock-based
      compensation be accounted for based on a fair value methodology, although
      in certain instances, it allows the effects to be disclosed in the notes
      to the consolidated financial statements rather than in the statement of
      operations. SFAS 123 also allows an entity to continue to measure compensation
      costs for stock-based compensation plans using the intrinsic value based
      method of accounting as prescribed by APB Opinion No. 25 (APB 25).
      To March 31, 2002, the Company had elected to measure compensation cost
      for those plans using APB 25 for US GAAP purposes. There were no material
      differences in the treatment by the Company with respect to stock based
      compensation under US and Canadian GAAP for the year ended March 31, 2002.

---

|AMARC RESOURCES LTD.                          
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|Years ended March 31, 2005, 2004 and 2003     
|(Expressed
      in Canadian Dollars)         

United States Statement of Financial
  Accounting Standards 148 ("SFAS 148"), "Accounting for Stock-Based Compensation
  - Transition and Disclosure - an amendment of FASB Statement No. 123", permits
  the Company to adopt a fair value methodology on a prospective basis. Effective
  April 1, 2002, for US GAAP purposes the Company prospectively adopted the fair
  value method of accounting for stock-based compensation, a treatment consistent
  with the accounting treatment used for Canadian GAAP. Accordingly the Company
  considers there were no material differences in the treatment by the Company
  with respect to stock based compensation under US and Canadian GAAP for the
  years ended March 31, 2005, 2004 and 2003.

|(c) | Available for sale securities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | US GAAP requires investments in available-for-sale
        securities to be recorded at fair value in accordance with SFAS 115, Accounting
        for Certain Investments in Debt and Equity Securities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | Unrealized gains and losses are recorded as other
        comprehensive income which is a separate component of shareholders
        equity, except for declines in fair value that are determined to be other
        than temporary. These declines in value are charged to the statement of
        operations, which is consistent with the treatment prescribed under Canadian
        GAAP for that occurrence.                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | US GAAP requires the Company to present comprehensive
        income (loss) in accordance with SFAS 130, Reporting Comprehensive
        Income, which establishes standards for the reporting and display
        of comprehensive income (loss), its components and accumulated balances.
        Comprehensive income (loss) comprises net income (loss) and all changes
        to shareholders equity except those resulting from investments by
        owners and distributions to owners. Canadian GAAP does not require the
        presentation of comprehensive income (loss).                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | For the year ended March 31, 2005, the common shares
        of Yukon Zinc Corporation (Yukon Zinc) and Chatworth Resources
        Inc. (Chatworth) held by the Company would be considered available-for-sale
        securities and the Company would have recorded an upward mark-to-market
        adjustment of $8,126 related to its investment in common shares of Yukon
        Zinc and Chatworth.                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | The warrants held as marketable securities by the
        Company would be considered derivative financial instruments and would
        be accounted for under SFAS 133, Accounting for Derivative Instruments
        and Hedging Activities, until they are exercised. Once exercised,
        the common shares received would be considered available-for-sale securities
        and would be accounted for under SFAS 115. SFAS 133 requires that all
        derivative financial instruments be recognized in the financial statements
        and measured at fair value. Changes in the fair value of a derivative
        financial instrument are charged to operations if the instrument does
        not qualify as a hedge, or to operations or other comprehensive income,
        a separate component of shareholders equity, if it does qualify
        as a hedge.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | For the year ended March 31, 2004, for US GAAP purposes,
        the common shares of StrataGold Corporation ("StrataGold") and of Expatriate
        Resources Ltd. ("Expatriate") held by the Company would be considered
        available-for-sale securities and the Company would have recorded an upward
        mark-to-market adjustment of $84,498 (year ended March 31, 2003 
        $nil) related to its investment in common shares of StrataGold.                                                                                                                                                                                                                                                                                                                                                                                                                         

---

|AMARC RESOURCES LTD.                          
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|Years ended March 31, 2005, 2004 and 2003     
|(Expressed
      in Canadian Dollars)         

|(d) | Summary of effect of differences in Canadian and US GAAP                                                                                                                    
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                             
|    | The effect of the above differences between Canadian
        GAAP and US GAAP on the balance sheet and statement of operations and
        deficit is summarized as follows:

| | Total assets                                 |   | 2005        |   |   | 2004       |   |   |            |  
| | -------------------------------------------- | - | ----------- | - | - | ---------- | - | - | ---------- | -
| | Total assets under Canadian GAAP             | $ | 8,091,383   |   | $ | 14,187,517 |   |   |            |  
| | Mark-to-market adjustment
      (note 13(c)) |   | 8,126       |   |   | 84,498     |   |   |            |  
| | Total assets under US GAAP                   | $ | 8,099,509   |   | $ | 14,272,015 |   |   |            |  
| |                                              |   |             |   |   |            |   |   |            |  
| |                                              |   |             |   |   |            |   |   |            |  
| | Loss for the year                            |   | 2005        |   |   | 2004       |   |   | 2003       |  
| | Income (loss) for the year under Canadian    |   |             |   |   |            |   |   |            |  
| | GAAP and US GAAP                             | $ | (8,627,639  | ) | $ | 831,135    |   | $ | (1,854,721 | )
| | Other comprehensive income                   |   |             |   |   |            |   |   |            |  
| | Mark-to-market adjustment
      (note 13(c)) |   | 8,126       |   |   | 84,498     |   |   |           |  
| | Comprehensive income (loss)                  | $ | (8,619,513  | ) | $ | 915,633    |   | $ | (1,854,721 | )
| |                                              |   |             |   |   |            |   |   |            |  
| | Comprehensive income (loss) per share        | $ | (0.19       | ) | $ | 0.04       |   | $ | (0.12      | )
| |                                              |   |             |   |   |            |   |   |            |  
| |                                              |   |             |   |   |            |   |   |            |  
| | Deficit                                      |   | 2005        |   |   | 2004       |   |   | 2003       |  
| | Deficit under Canadian GAAP                  | $ | (15,674,879 | ) | $ | (7,047,240 | ) | $ | (7,878,375 | )
| | Mark-to-market adjustment
      (note 13(c)) |   | 8,126       |   |   | 84,498     |   |   |           |  
| | Deficit under US GAAP                        | $ | (15,666,753 | ) | $ | (6,962,742 | ) | $ | (7,878,375 | )

|(e) | Impact of recent United States accounting pronouncements:
|--- | ---------------------------------------------------------
|    |                                                          
|    | (i)                                                      
|    |                                                          
|    | (ii)                                                     

---

|AMARC RESOURCES LTD.                          
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|Years ended March 31, 2005, 2004 and 2003     
|(Expressed
      in Canadian Dollars)         

| | (iii) | At March 31, 2005, for US GAAP purposes, the Company
        adopted FIN 46R, "Consolidation of Variable Interest Entities".
        Pursuant to FIN 46R, under US GAAP the Company is required to consolidate
        variable interest entities ("VIEs"), where the Company is the entitys
        Primary Beneficiary. VIEs are entities in which equity investors do not
        have the characteristics of a controlling financial interest or do not
        have sufficient equity at risk for the entity to finance its activities
        without additional subordinated financial support from other parties.
        The Primary Beneficiary is the party that has exposure to a majority of
        the expected losses and/or expected residual returns of the VIE. To March
        31, 2005, there has been no impact from the adoption of FIN 46R.
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|12. | SUBSEQUENT EVENTS                         
|--- | ------------------------------------------
|    |                                           
|    | Subsequent to March 31, 2005, the Company:
|    |                                           
|    | (a)                                       
|    |                                           
|    | (b)                                       
|    |                                           
|    | (c)                                       
|    |                                           
|    | (d)                                       

---