---



CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDEDMARCH 31, 2010, 2009 and 2008

(Expressed in Canadian Dollars, unless otherwise stated)

---



AUDITORS' REPORT

To the Shareholders of Amarc Resources Ltd.

We have audited the balance sheets of Amarc Resources Ltd. as
at March 31, 2010 and 2009 and the statements of operations and comprehensive
loss, shareholders equity and cash flows for each of the years in the three
year period ended March 31, 2010. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

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

In our opinion, these financial statements present fairly, in
all material respects, the financial position of the Company as at March 31,
2010 and 2009 and the results of its operations and its cash flows for each of
the years in the three year period ended March 31, 2010 in accordance with
Canadian generally accepted accounting principles.

De Vissser Gray LLP

CHARTERED ACCOUNTANTS

Vancouver, British Columbia July 26, 2010

---

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

|                                                    |   | March 31    |   |   | March 31    |  
|--------------------------------------------------- | - | ----------- | - | - | ----------- | -
|                                                    |   | 2010        |   |   | 2009        |  
|ASSETS                                              |   |             |   |   |             |  
|                                                    |   |             |   |   |             |  
|Current assets                                      |   |             |   |   |             |  
|Cash and cash equivalents                           | $ | 4,310,460   |   | $ | 2,971,352   |  
|Amounts receivable and prepaid expenses             |   | 264,318     |   |   | 266,454     |  
|Balances due from related
      parties (note 9)    |   | 29,870      |   |   | 134,815     |  
|Marketable securities (note 5)                      |   | 45,376      |   |   |            |  
|                                                    |   | 4,650,024   |   |   | 3,372,621   |  
|                                                    |   |             |   |   |             |  
|Equipment (note 6)                                  |   | 37,863      |   |   | 54,091      |  
|Mineral property
      interests (note 7)           |   | 2           |   |   | 4           |  
|                                                    | $ | 4,687,889   |   | $ | 3,426,716   |  
|                                                    |   |             |   |   |             |  
|                                                    |   |             |   |   |             |  
|LIABILITIES AND SHAREHOLDERS' EQUITY                |   |             |   |   |             |  
|                                                    |   |             |   |   |             |  
|Current liabilities                                 |   |             |   |   |             |  
|Accounts payable and accrued liabilities            | $ | 32,999      |   | $ | 33,339      |  
|                                                    |   | 32,999      |   |   | 33,339      |  
|                                                    |   |             |   |   |             |  
|Shareholders' equity                                |   |             |   |   |             |  
|Share capital (note 8)                              |   | 36,474,363  |   |   | 31,247,065  |  
|Contributed surplus (note 8(e))                     |   | 1,852,377   |   |   | 1,713,992   |  
|Accumulated other
      comprehensive income        |   | (2,625      | ) |   |            |  
|Deficit                                             |   | (33,669,225 | ) |   | (29,567,680 | )
|                                                    |   | 4,654,890   |   |   | 3,393,377   |  
|                                                    |   |             |   |   |             |  
|Nature and continuance of operations (note
      1) |   |             |   |   |             |  
|Commitments (note 8(b))                             |   |             |   |   |             |  
|Subsequent events (note 12)                         |   |             |   |   |             |  
|                                                    | $ | 4,687,889   |   | $ | 3,426,716   |  

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

Approved by the Board of Directors

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

---

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

|                                                                           |   | Years ended March 31 |  
|-------------------------------------------------------------------------- | - | -------------------- | -
|                                                                           |   | 2010                 |  
|                                                                           |   |                      |  
|Expenses                                                                   |   |                      |  
|Amortization                                                               | $ | 16,228               |  
|Exploration (schedule)                                                     |   | 3,195,315            |  
|Legal, accounting, and audit                                               |   | 36,289               |  
|Management and consulting                                                  |   | 23,241               |  
|Office and administration                                                  |   | 153,518              |  
|Salaries and benefits                                                      |   | 311,512              |  
|Shareholder communication                                                  |   | 103,538              |  
|Stock-based compensation (note 8(c))                                       |   | 138,385              |  
|Travel and conference                                                      |   | 48,493               |  
|Trust and filing                                                           |   | 59,138               |  
|                                                                           |   | 4,085,657            |  
|Other items                                                                |   |                      |  
|Foreign exchange loss (gain)                                               |   | 39,576               |  
|Gain on sale of marketable securities (note 9(b))                          |   |                     |  
|Gain on disposal of fixed assets (note
      9(c))                         |   |                     |  
|Interest and other income                                                  |   | (23,688              | )
|Tax related to flow-through financing                                      |   |                     |  
|Loss for the year                                                          | $ | 4,101,545            |  
|Other comprehensive loss:                                                  |   |                      |  
|Unrealized loss on
      available-for-sale marketable securities (note 5) |   | 2,625                |  
|Total comprehensive loss for the period                                    | $ | 4,104,170            |  
|                                                                           |   |                      |  
|                                                                           |   |                      |  
|Basic and
      diluted loss per share                                     | $ | 0.05                 |  
|                                                                           |   |                      |  
|Weighted
      average number of common shares outstanding                 |   | 75,376,733           |  

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

---

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

|                                                                                                                          |  | Year ended       |  |   | Year ended     |   |  | Year ended       | 
|------------------------------------------------------------------------------------------------------------------------- |  | ---------------- |  | - | -------------- | - |  | ---------------- | 
|                                                                                                                          |  | March 31, 2010   |  |   | March 31, 2009 |   |  | March 31, 2008   | 
|                                                                                                                          |  |                  |  |   |                |   |  |                  | 
|                                                                                                                          |  |                  |  |   |                |   |  |                  | 
|Share capital                                                                                                             |  | Number of shares |  |   |                |   |  | Number of shares | 
|Balance at beginning of the
      year                                                                                    |  | 72,739,473       |  | $ | 31,247,065     |   |  | 67,739,473       | 
|Share issuance pursuant to the Newton property
      option 
              agreement at $0.17
      per share (note 8(b)) |  | 100,000          |  |   | 17,000         |   |  |                 | 
|Exercise of share purchase
      warrants at $0.55 per share                                                              |  |                 |  |   |               |   |  |                 | 
|Fair value of warrants allocated to shares
      issued on exercise                                                       |  |                 |  |   |               |   |  |                 | 
|Private placement at $0.10 per
      share, net of issue costs (note 8(b))                                                |  |                 |  |   |               |   |  | 5,000,000        | 
|Private placement at $0.50 per share, net of issue costs                                                                  |  | 11,000,000       |  |   | 5,210,298      |   |  |                 | 
|Balance at end of the year                                                                                                |  | 83,839,473       |  | $ | 36,474,363     |   |  | 72,739,473       | 
|                                                                                                                          |  |                  |  |   |                |   |  |                  | 
|Contributed surplus                                                                                                       |  |                  |  |   |                |   |  |                  | 
|Balance at beginning of the year                                                                                          |  |                  |  | $ | 1,713,992      |   |  |                  | 
|Fair value of warrants
      allocated to shares issued on exercise                                                       |  |                  |  |   |               |   |  |                  | 
|Stock-based compensation                                                                                                  |  |                  |  |   | 138,385        |   |  |                  | 
|Balance at end of the year                                                                                                |  |                  |  | $ | 1,852,377      |   |  |                  | 
|                                                                                                                          |  |                  |  |   |                |   |  |                  | 
|Accumulated other comprehensive loss                                                                                      |  |                  |  |   |                |   |  |                  | 
|Balance at beginning of the year                                                                                          |  |                  |  | $ |               |   |  |                  | 
|Unrealized loss on available-for-sale
      marketable securities (note 5)                                                |  |                  |  |   | (2,625         | ) |  |                  | 
|Balance at end of the year                                                                                                |  |                  |  | $ | (2,625         | ) |  |                  | 
|                                                                                                                          |  |                  |  |   |                |   |  |                  | 
|Deficit                                                                                                                   |  |                  |  |   |                |   |  |                  | 
|Balance at beginning of the
      year                                                                                    |  |                  |  | $ | (29,567,680    | ) |  |                  | 
|Loss
      for the year                                                                                                   |  |                  |  |   | (4,101,545     | ) |  |                  | 
|Balance at end of the year                                                                                                |  |                  |  | $ | (33,669,225    | ) |  |                  | 
|                                                                                                                          |  |                  |  |   |                |   |  |                  | 
|TOTAL SHAREHOLDERS' EQUITY                                                                                                |  |                  |  | $ | 4,654,890      |   |  |                  | 

Theaccompanyingnotes are anintegralpart of theseconsolidatedfinancialstatements.

---

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

|                                                                              |   | Years ended March
      31 |  
|----------------------------------------------------------------------------- | - | -------------------------- | -
|Cash provided
      by (used in)                                              |   | 2010                       |  
|                                                                              |   |                            |  
|Operating activities                                                          |   |                            |  
|Loss for the year                                                             | $ | (4,101,545                 | )
|Items not involving cash:                                                     |   |                            |  
|Amortization                                                                  |   | 16,228                     |  
|Common shares received, included
      in exploration expenses                |   | (48,001                    | )
|Common shares
      issued, included in exploration expenses                  |   | 17,000                     |  
|Foreign exchange loss (gain)                                                  |   | 9,863                      |  
|Stock-based
      compensation (note 8(c))                                    |   | 138,385                    |  
|(Gain) on sale of marketable
      securities                                 |   |                           |  
|(Gain) on
      disposal of equipment                                         |   |                           |  
|Non-cash interest income (note
      9(b))                                    |   |                           |  
|Changes in non-cash working
      capital items:                              |   |                            |  
|Amounts receivable and prepaid
      expenses                                 |   | 2,136                      |  
|Balances due
      from and due to related parties                            |   | 70,799                     |  
|Accounts payable and accrued liabilities                                      |   | (340                       | )
|Cash used for operating activities                                            |   | (3,895,475                 | )
|                                                                              |   |                            |  
|Investing activities                                                          |   |                            |  
|Proceeds from sale of equipment                                               |   | 34,148                     |  
|Proceeds from sale of
      marketable securities (note 9(b))                 |   |                           |  
|Purchase of equipment                                                         |   |                           |  
|Repayment of loan provided to a related party
      (note 9(b))               |   |                           |  
|Cash provided by
      (used for) investing activities                        |   | 34,148                     |  
|                                                                              |   |                            |  
|Financing activities                                                          |   |                            |  
|Issuance of share capital, net of costs (
      note 8(b))                    |   | 5,210,298                  |  
|Cash provided by
      financing activities                                   |   | 5,210,298                  |  
|                                                                              |   |                            |  
|Effect of exchange
      rate fluctuations on cash held                       |   | (9,863                     | )
|                                                                              |   |                            |  
|                                                                              |   |                            |  
|Increase (decrease) in cash and cash
      equivalents                        |   | 1,339,108                  |  
|Cash and cash
      equivalents, beginning of year                            |   | 2,971,352                  |  
|Cash and cash equivalents, end of year                                        | $ | 4,310,460                  |  
|                                                                              |   |                            |  
|Components of cash and cash equivalents
      are as follows:                 |   |                            |  
|Cash                                                                          | $ | 4,310,460                  |  
|Treasury bills and
      banker's acceptances                                 |   |                           |  
|Commercial paper                                                              |   |                           |  
|Cash and cash equivalents, end of year                                        | $ | 4,310,460                  |  
|                                                                              |   |                            |  
|                                                                              |   |                            |  
|Supplementary cash flow information:                                          |   |                            |  
|Interest paid                                                                 | $ |                           |  
|Taxes paid                                                                    | $ |                           |  
|Interest received                                                             | $ | 23,688                     |  
|                                                                              |   |                            |  
|Non cash financing and investing
      activities:                            |   |                            |  
|Common shares received, included in exploration
      expenses (note 5)       | $ | 48,001                     |  
|Common shares received from Rockwell
      Diamonds Inc. (note 9(b))          | $ |                           |  
|Fair value of share warrants transferred to share
      capital upon exercise | $ |                           |  
|Issuance of common shares for property option fees
      (note 8(b))          | $ | 17,000                     |  

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

---

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

|                                                             |   | Newton    |  |   | Sitlika   |  |   |            |  |   |            |   |   |            |  
|------------------------------------------------------------ | - | --------- |  | - | --------- |  | - | ---------- |  | - | ---------- | - | - | ---------- | -
|                                                             |   | program   |  |   | program   |  |   | Generative |  |   | Other      |   |   |            |  
|                                                             |   | British   |  |   | British   |  |   | British    |  |   | (including |   |   |            |  
|                                                             |   | Columbia  |  |   | Columbia  |  |   | Columbia   |  |   | METC-BC)   |   |   | Total      |  
|                                                             |   |           |  |   |           |  |   |            |  |   |            |   |   |            |  
|Exploration expenses for the year ended March 31,
      2010 |   |           |  |   |           |  |   |            |  |   |            |   |   |            |  
|Assays and analysis                                          | $ | 149,350   |  | $ | 23,243    |  | $ | 54,657     |  | $ | 24,319     |   | $ | 251,569    |  
|Drilling                                                     |   | 617,938   |  |   | 1,178     |  |   |           |  |   | 51,190     |   |   | 670,306    |  
|Engineering                                                  |   | 1,208     |  |   |          |  |   |           |  |   |           |   |   | 1,208      |  
|Environmental                                                |   | 1,534     |  |   | 106,312   |  |   |           |  |   | 520        |   |   | 108,366    |  
|Equipment rental                                             |   | 13,244    |  |   | 13,738    |  |   |           |  |   | 1,547      |   |   | 28,529     |  
|Geological                                                   |   | 1,373,417 |  |   | 143,587   |  |   | 211,755    |  |   | 26,428     |   |   | 1,755,187  |  
|Graphics                                                     |   | 12,946    |  |   | 2,198     |  |   | 1,980      |  |   | 990        |   |   | 18,114     |  
|Helicopter                                                   |   |          |  |   | 79,505    |  |   | 1,645      |  |   | 37,011     |   |   | 118,161    |  
|Mineral Exploration Tax
      Credit (METC-BC)               |   |          |  |   |          |  |   |           |  |   | (252,086   | ) |   | (252,086   | )
|Property fees and assessments                                |   | 9,339     |  |   | 26,837    |  |   | 12,258     |  |   | 26,185     |   |   | 74,619     |  
|Property option
      payments                               |   | 77,000    |  |   |          |  |   |           |  |   |           |   |   | 77,000     |  
|Site activities                                              |   | 151,796   |  |   | 72,675    |  |   | 3,956      |  |   | 26,620     |   |   | 255,047    |  
|Socioeconomic                                                |   | 31,230    |  |   | 13,788    |  |   | 810        |  |   | 2,100      |   |   | 47,928     |  
|Travel and accommodation                                     |   | 33,096    |  |   | 5,362     |  |   | 1,270      |  |   | 1,639      |   |   | 41,367     |  
|Incurred during fiscal 2010                                  |   | 2,472,098 |  |   | 488,423   |  |   | 288,331    |  |   | (53,537    | ) |   | 3,195,315  |  
|Cumulative
      expenditures, March 31, 2009                |   |          |  |   | 6,797,771 |  |   | 3,464,755  |  |   | 11,806,233 |   |   | 22,068,759 |  
|Cumulative expenditures, March 31, 2010                      | $ | 2,472,098 |  | $ | 7,286,194 |  | $ | 3,753,086  |  | $ | 11,752,696 |   | $ | 25,264,074 |  
|                                                             |   |           |  |   |           |  |   |            |  |   |            |   |   |            |  
|Exploration expenses for the year ended
      March 31, 2009 |   |           |  |   |           |  |   |            |  |   |            |   |   |            |  
|Assays and analysis                                          | $ |          |  | $ | 462,881   |  | $ | 24,415     |  | $ | 109,053    |   | $ | 596,349    |  
|Drilling                                                     |   |          |  |   | 806,590   |  |   |           |  |   |           |   |   | 806,590    |  
|Engineering                                                  |   |          |  |   | 370,280   |  |   | 500        |  |   |           |   |   | 370,780    |  
|Environmental                                                |   |          |  |   | 14,847    |  |   |           |  |   | 628        |   |   | 15,475     |  
|Equipment rental                                             |   |          |  |   | 69,988    |  |   | 35,953     |  |   | 13,203     |   |   | 119,144    |  
|Geological                                                   |   |          |  |   | 1,496,369 |  |   | 549,721    |  |   | 496,574    |   |   | 2,542,664  |  
|Graphics                                                     |   |          |  |   | 6,004     |  |   | 10,008     |  |   | 2,845      |   |   | 18,857     |  
|Helicopter                                                   |   |          |  |   | 582,325   |  |   |           |  |   | 18,170     |   |   | 600,495    |  
|Mineral Exploration Tax Credit
      (METC-BC)               |   |          |  |   |          |  |   |           |  |   | (1,435,072 | ) |   | (1,435,072 | )
|Property fees and
      assessments                          |   |          |  |   | 41,435    |  |   | 12,361     |  |   | 19,059     |   |   | 72,855     |  
|Property option payments                                     |   |          |  |   | 50,000    |  |   |           |  |   | 10,000     |   |   | 60,000     |  
|Site activities                                              |   |          |  |   | 353,582   |  |   | 40,378     |  |   | 95,714     |   |   | 489,674    |  
|Socioeconomic                                                |   |          |  |   | 835       |  |   | 1,895      |  |   |           |   |   | 2,730      |  
|Travel and accommodation                                     |   |          |  |   | 317,731   |  |   | 7,039      |  |   | 33,874     |   |   | 358,644    |  
|Incurred during fiscal 2009                                  |   |          |  |   | 4,572,867 |  |   | 682,270    |  |   | (635,952   | ) |   | 4,619,185  |  
|Cumulative expenditures, March 31, 2008                      |   |          |  |   | 2,224,904 |  |   | 2,782,485  |  |   | 12,442,185 |   |   | 17,449,574 |  
|Cumulative
      expenditures, March 31, 2009                | $ |          |  | $ | 6,797,771 |  | $ | 3,464,755  |  | $ | 11,806,233 |   | $ | 22,068,759 |  
|                                                             |   |           |  |   |           |  |   |            |  |   |            |   |   |            |  
|Exploration expenses for the year ended March 31,
      2008 |   |           |  |   |           |  |   |            |  |   |            |   |   |            |  
|Assays and analysis                                          | $ |          |  | $ | 223,521   |  | $ | 23,113     |  | $ | 36,647     |   | $ | 283,281    |  
|Engineering                                                  |   |          |  |   | 7,581     |  |   |           |  |   |           |   |   | 7,581      |  
|Equipment rental                                             |   |          |  |   | 56,066    |  |   | 11,993     |  |   | 15,874     |   |   | 83,933     |  
|Geological                                                   |   |          |  |   | 998,736   |  |   | 296,571    |  |   | 444,768    |   |   | 1,740,075  |  
|Graphics                                                     |   |          |  |   | 10,728    |  |   | 3,218      |  |   | 7,182      |   |   | 21,128     |  
|Helicopter                                                   |   |          |  |   | 380,857   |  |   |           |  |   | 11,020     |   |   | 391,877    |  
|Property fees and
      assessments                          |   |          |  |   | 51,393    |  |   | 2,528      |  |   | 13,568     |   |   | 67,489     |  
|Property option payments                                     |   |          |  |   | 50,000    |  |   |           |  |   | 10,000     |   |   | 60,000     |  
|Site activities                                              |   |          |  |   | 295,404   |  |   | 23,997     |  |   | 53,090     |   |   | 372,491    |  
|Travel and accommodation                                     |   |          |  |   | 30,441    |  |   | 2,844      |  |   | 5,799      |   |   | 39,084     |  
|Incurred during fiscal 2008                                  |   |          |  |   | 2,104,727 |  |   | 364,264    |  |   | 597,948    |   |   | 3,066,939  |  
|Cumulative
      expenditures, March 31, 2007                |   |          |  |   | 120,177   |  |   | 2,418,221  |  |   | 11,844,237 |   |   | 14,382,635 |  
|Cumulative expenditures, March 31, 2008                      | $ |          |  | $ | 2,224,904 |  | $ | 2,782,485  |  | $ | 12,442,185 |   | $ | 17,449,574 |  

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, 2010, 2009, and 2008                    
|(Expressed in
      Canadian Dollars, unless otherwise stated)

|1. | NATURE AND CONTINUANCE OF OPERATIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Amarc Resources Ltd. (the "Company") is incorporated
      under the laws of the province of British Columbia, and its principal
      business activity is the acquisition and exploration of mineral
      properties. Its principal mineral property interests are located in
      British Columbia.                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | These consolidated financial statements have been
      prepared using Canadian generally accepted accounting principles (GAAP)
      assuming a going concern. The Company has incurred losses since inception
      and its ability to continue as a going concern depends upon its capacity
      to develop profitable operations and to continue to raise adequate
      financing. These consolidated financial statements do not reflect
      adjustments, which could be material, to the carrying values of assets and
      liabilities which may be required should the Company be unable to continue
      as a going concern.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|2. | BASIS OF PRESENTATION AND PRINCIPLES OF
      CONSOLIDATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | These consolidated financial statements are prepared in
      accordance with Canadian GAAP and are presented in Canadian dollars, and
      have been reconciled to the United States generally accepted accounting
      principles in note 13.                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | These consolidated financial statements include the
      accounts of the Company and Precious Exploration Limited Partnership,
      which is subject to the Company's control and primary beneficial
      ownership.                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | All material intercompany balances and transactions have
      been eliminated.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|3. | SIGNIFICANT ACCOUNTING
POLICIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

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

---

|AMARC RESOURCES LTD.                                    
|--------------------------------------------------------
|Notes to the Consolidated Financial Statements          
|Years ended March 31, 2010, 2009, and 2008              
|(Expressed in Canadian Dollars, unless otherwise stated)

|(c) | Mineral property interests and related asset retirement obligations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | The acquisition costs of mineral properties are deferred until the properties are placed into production, sold or abandoned. These costs are amortized on a unit-of-production basis over the estimated useful life of the related
properties following the commencement of production, or written off if the properties are sold, allowed to lapse or abandoned, or when impairment has been determined to have occurred. If the deferred mineral property costs are determined not to be
recoverable over the estimated useful life or are greater than the estimated fair market value, the unrecoverable portion is charged to operations in that period.                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | Mineral property acquisition costs include the cash consideration and the fair market value of common shares, based on the trading price of the shares, on the date of issue or as otherwise provided under the agreement terms for
the mineral property interest. Costs for properties for which the Company does not possess unrestricted ownership and exploration rights, such as option agreements, are expensed in the period incurred or until a feasibility study has determined that
the property is capable of commercial production.                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | Exploration costs and option payments are expensed in the period incurred. Option payments which are solely at the Company's discretion are recorded as they are made.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | Administrative expenditures are expensed in the period incurred.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Recoverability of assets to be held and used is measured by
a comparison of the carrying amount of an asset to future net cash flows expected from the asset. If the carrying amount of the long-lived asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the
carrying amount of the asset exceeds the fair value of the asset.                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | The Company records the fair value of an asset retirement obligation as a liability in the period in which it incurs a legal obligation associated with the retirement of tangible long-lived assets that result from the acquisition,
construction, development and/or normal use of the assets. The Company also records a corresponding asset value which is amortized over the same basis as the asset being retired. Subsequent to the initial measurement of the asset retirement
obligation, the obligation is adjusted at the end of each period to reflect the passage of time (accretion expense) and changes in the estimated future cash flows underlying the obligation (asset retirement cost).
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | The Company has no material asset retirement obligations as the disturbance at the exploration sites as at March 31, 2010 has been minimal.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

---

|AMARC RESOURCES LTD.                                    
|--------------------------------------------------------
|Notes to the Consolidated Financial Statements          
|Years ended March 31, 2010, 2009, and 2008              
|(Expressed in Canadian Dollars, unless otherwise stated)

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

---

|AMARC RESOURCES LTD.                                    
|--------------------------------------------------------
|Notes to the Consolidated Financial Statements          
|Years ended March 31, 2010, 2009, and 2008              
|(Expressed in Canadian Dollars, unless otherwise stated)

|(g) | Use of estimates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | The preparation of financial statements in conformity with Canadian generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities as at the balance sheet date, and the reported amounts of revenues and expenses during the reporting period. Significant areas requiring the use of management estimates include the determination of
potential impairments of asset values, and rates for amortization of equipment, as well as the assumptions used in determining the fair value of non-cash stock-based compensation. Actual results could differ from those estimates.                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(h) | Foreign currency translation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | All of the Company's foreign subsidiaries are considered integrated.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | Monetary assets and liabilities of the Company and its integrated foreign operations are translated into Canadian dollars at exchange rates in effect at the balance sheet date. Non-monetary assets and liabilities are translated at
historical exchange rates unless such items are carried at market, in which case they are translated at the exchange rates in effect on the balance sheet date. Revenues and expenses, except amortization, are translated at average exchange rates for
the period. Amortization is translated at the same exchange rates as the assets to which it relates. Foreign exchange gains or losses are recognized in the statement of operations.                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(i) | Segment disclosures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | The Company is operating in a single reportable segment  the acquisition, exploration and development of mineral properties in British Columbia, Canada.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(j) | Income taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | The Company uses the asset and liability method of accounting for income taxes. Under this method, future income tax assets and liabilities are computed based on differences between the carrying amount of assets and liabilities on
the balance sheet and their corresponding tax values, generally using the enacted or substantively enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or
settled. Future income tax assets also result from unused loss carry-forwards and other deductions. Future tax assets are recognized to the extent that they are considered more likely than not to be realized. The valuation of future income tax
assets is adjusted, if necessary, by the use of a valuation allowance to reflect the estimated realizable amount.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | Under the Canadian Income Tax Act, a company may issue securities referred to as flow-through shares whereby the investor may claim the tax deductions arising from the qualifying expenditure of the proceeds by the company. When
resource expenditures are renounced to the investors and the Company has reasonable assurance that the expenditures will be completed, future income tax liabilities are recognized (renounced expenditures multiplied by the effective corporate tax rate), thereby reducing share capital. Previously unrecognized tax assets may then offset or eliminate the liability recorded.                                                                                                                                                                                                                                      

---

|AMARC RESOURCES LTD.                                    
|--------------------------------------------------------
|Notes to the Consolidated Financial Statements          
|Years ended March 31, 2010, 2009, and 2008              
|(Expressed in Canadian Dollars, unless otherwise stated)

|(k) | Loss per share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | Basic loss per share is calculated by dividing the loss for the period by the weighted average number of common shares outstanding during the period.                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | Diluted loss per share is calculated using the treasury stock method. Under the treasury stock method, the weighted average number of common shares outstanding used for the calculation of diluted loss per share assumes that the
proceeds to be received on the exercise of dilutive stock options and warrants are used to repurchase common shares at the average market price during the period.                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | When the Company is in a net loss position, diluted loss per share is not presented separately as the effect of the outstanding options and warrants would be anti-dilutive.                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(l) | Impairment of long-lived assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | The Company reviews and evaluates its long -lived assets, including mineral properties, plant and equipment, for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable.
Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to its estimated undiscounted future cash flows expected to be generated by the asset. Measurement of an impairment loss is based on the
excess of the estimated fair value of the asset over its carrying value.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | At each reporting period and whenever events or circumstances indicate that an asset's fair value may not be at least equal to its carrying value, management of the Company reviews the net carrying value. These reviews involve
consideration of the fair value of each property to determine whether a permanent impairment in value has occurred and whether any asset write down is necessary.                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(m) | Financial instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | All financial instruments, including derivatives, are included on the Companys balance sheet and measured either at fair value or, in certain circumstances when fair value may not be considered most relevant, at cost or
amortized cost. Changes in fair value are recognized in the statements of operations or accumulated other comprehensive income, depending on the classification of the related instruments.                                                                                                                                            

---

|AMARC RESOURCES LTD.                                          
|--------------------------------------------------------------
|Notes to the Consolidated Financial Statements                
|Years ended March 31, 2010, 2009, and 2008                    
|(Expressed in
      Canadian Dollars, unless otherwise stated)

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

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

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

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

|    | (i)                                                                                                                                                                                                                                                                                                                                                                                                                 | Marketable securities are classified as
      available-for-sale securities and are measured at fair market value with
      unrealized gains or losses recorded in comprehensive income (loss). At the
      time securities are sold or otherwise disposed of, gains or losses are
      included in net earnings (loss).
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                            
|(n) | Variable interest entities                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                            
|    | An enterprise holding other than a voting interest in a
      variable interest entity ("VIE") could, subject to certain conditions, be
      required to consolidate the VIE if it is considered its primary
      beneficiary whereby it would absorb the majority of the VIE's expected
      losses, receive the majority of its expected residual returns, or both.
      The Company does not have any VIE's.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                            
|(o) | Going Concern  Amendments to Section
  1400                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                            
|    | CICA Section 1400, "General Standards of Financial
      Statement Presentation", was amended to include requirements to assess and
      disclose an entity's ability to continue as a going concern. The Company
      has assessed its ability to continue as a going concern and concluded that
      it will be able to continue as a going concern (note
1).                                                 

---

|AMARC RESOURCES LTD.                                          
|--------------------------------------------------------------
|Notes to the Consolidated Financial Statements                
|Years ended March 31, 2010, 2009, and 2008                    
|(Expressed in
      Canadian Dollars, unless otherwise stated)

|(p) | Comparative figures
|--- | -------------------

Certain of the prior years' comparative
figures have been reclassified to conform to the financial statement
presentation adopted for the current year.

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

|(a) | Newly adopted accounting policy                                                                                                                                                                                                                                                               
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                               
|    | During 2009, CICA Handbook Section 3862, Financial
      Instruments  Disclosures, was amended to require additional disclosures
      about fair value measurements. These amendments apply to annual financial
      statements relating to fiscal years ending after September 30,
  2009.
|    |                                                                                                                                                                                                                                                                                               
|    | This disclosure requires the Company to classify fair
      value measurements using a fair value hierarchy that reflects the
      significance of the inputs used in making the measurements. The three
      levels of the fair value hierarchy are:                                       
|    |                                                                                                                                                                                                                                                                                               
|    | Level 1  Unadjusted quoted prices in active markets for
      identical assets or liabilities                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                               
|    | Level 2  Inputs other than quoted prices that are
      observable for the asset or liability either directly or
  indirectly                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                               
|    | Level 3  Inputs that are not based on observable market
      data                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                               
|    | A table providing the classification of the Companys
      investments within the fair value hierarchy is shown in note 11 to the
      annual consolidated financial statements.                                                                                                            

|(b) | Accounting standards not yet adopted
|--- | ------------------------------------
|    |                                     
|    | (i)                                 
|    |                                     
|    |                                     

---

|AMARC RESOURCES LTD.                                          
|--------------------------------------------------------------
|Notes to the Consolidated Financial Statements                
|Years ended March 31, 2010, 2009, and 2008                    
|(Expressed in
      Canadian Dollars, unless otherwise stated)

| | (ii) | Business Combinations/Consolidated Financial
      Statements/Non-Controlling Interests                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |      | The AcSB adopted CICA sections 1582 "Business
      Combinations", 1601 "Consolidated Financial Statements", and 1602
      "Non-Controlling Interests" which superseded current sections 1581
      "Business Combinations" and 1600 "Consolidated Financial Statements".
      These new sections replace existing guidance on business combinations and
      consolidated financial statements to harmonize Canadian accounting for
      business combinations with IFRS. These Sections will be applied
      prospectively to business combinations for which the acquisition date is
      on or after the beginning of the first annual reporting period beginning
      on or after January 1, 2011. Earlier adoption is permitted. If an entity
      applies these sections before January 1, 2011, it is required to disclose
      that fact and apply each of the new sections concurrently. The Company is
      currently evaluating the impact of the adoption of these changes on its
      consolidated financial statements.

---

|AMARC RESOURCES LTD.                                          
|--------------------------------------------------------------
|Notes to the Consolidated Financial Statements                
|Years ended March 31, 2010, 2009, and 2008                    
|(Expressed in
      Canadian Dollars, unless otherwise stated)

|5. | AVAILABLE-FOR-SALE SECURITIES                                                                                                                      
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                    
|   | As at March 31, 2010, the Company held common shares in
      the following companies which were classified as available-for-sale
      securities:

| |                                               |   |        |  |   | Estimated Fair | 
| | --------------------------------------------- | - | ------ |  | - | -------------- | 
| |                                               |   |        |  |   | Value at March | 
| |                                               |   | Cost   |  |   | 31,
      2010 | 
| | Falkirk Resources Corp. (note
      7(a)(vi)) | $ | 17,000 |  | $ | 12,000         | 
| | New High Ridge Resources Inc. (note 7(a)(i))  |   | 5,000  |  |   | 2,375          | 
| | Serengeti Resources Inc.                      |   | 26,000 |  |   | 31,000         | 
| | Tulox
      Resources Inc. (note 7(a)(iv))    |   | 1      |  |   | 1              | 
| | Total                                         | $ | 48,001 |  | $ | 45,376         | 

As at March 31, 2009, there were no
available-for-sale financial assets held by the Company.

|6. | EQUIPMENT
|-- | ---------

| |                |   |        |  |   | Accumulated  |  |   |                      | 
| | -------------- | - | ------ |  | - | ------------ |  | - | -------------------- | 
| |                |   | Cost   |  |   | Amortization |  |   | Net
      Book Value | 
| | March 31, 2010 |   |        |  |   |              |  |   |                      | 
| | Site equipment | $ | 44,057 |  | $ | 21,986       |  | $ | 22,071               | 
| | Computers      |   | 30,607 |  |   | 14,815       |  |   | 15,792               | 
| | Total          | $ | 74,664 |  | $ | 36,801       |  | $ | 37,863               | 
| |                |   |        |  |   |              |  |   |                      | 
| | March 31, 2009 |   |        |  |   |              |  |   |                      | 
| | Site equipment | $ | 44,057 |  | $ | 12,526       |  | $ | 31,531               | 
| | Computers      |   | 30,607 |  |   | 8,047        |  |   | 22,560               | 
| | Total          | $ | 74,664 |  | $ | 20,573       |  | $ | 54,091               | 

---

|AMARC RESOURCES LTD.                                          
|--------------------------------------------------------------
|Notes to the Consolidated Financial Statements                
|Years ended March 31, 2010, 2009, and 2008                    
|(Expressed in
      Canadian Dollars, unless otherwise stated)

|7. | MINERAL PROPERTY INTERESTS                                                                                                                             
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                        
|   | The Company has recorded the following interest in
      royalties in currently non-producing properties at a nominal value on the
      balance sheet:

| |                             |   | March 31 |  |   | March 31 | 
| | --------------------------- | - | -------- |  | - | -------- | 
| |                             |   | 2010     |  |   | 2009     | 
| | British Columbia, Canada    |   |          |  |   |          | 
| | Iskut ((a)(ix))             | $ |         |  | $ | 1        | 
| | Witch ((a)(ix))             |   |         |  |   | 1        | 
| | Other                       |   |          |  |   |          | 
| | Ana, Yukon Territory (b)    |   | 1        |  |   | 1        | 
| | Mann Lake, Saskatchewan (b) |   | 1        |  |   | 1        | 
| | Total                       | $ | 2        |  | $ | 4        | 

|(a) | British Columbia, Canada
|--- | ------------------------

(i) Newton Property

In June 2009, the Company entered into
an option agreement with New High Ridge Resources Inc. ("High Ridge"), formerly
named High Ridge Resources Inc., whereby the Company has the right to earn an
80% interest in the Newton property by making a cash payment of $60,000 (paid),
issuing 100,000 of the Company's common shares (issued) to the underlying owners
and funding exploration expenditures to the amount of $240,000 on or before
December 31, 2009 (completed) and an additional $4,700,000 over seven years from
the effective date of the agreement.

The agreement is subject to an
underlying option agreement with arm's length parties, whereby High Ridge has
the right to acquire a 100% undivided interest in all the claims held under the
agreement through a series of staged payments and share issuances, which High
Ridge warrants have been completed, and exploration expenditures to the amount
of $240,000 on or before December 31, 2009. The claims held under the Newton
agreement are subject to a 2% net smelter royalty, which may be purchased by
High Ridge for $2,000,000. Annual advance royalty payments of $25,000 are
required starting in 2011.

In consideration of the Company
agreeing to issue to the underlying owners 100,000 common shares, High Ridge has
agreed to issue to the Company 100,000 common shares (issued).

(ii) The Plateau Gold-Copper Belt

During the year ended March 31, 2010,
the Company acquired, by staking claims, a 100% interest in approximately 2,600
square kilometers of minerals properties over the Plateau Gold-Copper Belt,
which extends south from the Newton property.

---

|AMARC RESOURCES LTD.                                          
|--------------------------------------------------------------
|Notes to the Consolidated Financial Statements                
|Years ended March 31, 2010, 2009, and 2008                    
|(Expressed in
      Canadian Dollars, unless otherwise stated)

(iii) Pinchi Property

In August 2009, the Company entered
into an option agreement with Lysander Minerals Corp. ("Lysander") on the Pinchi
property. Under the terms of the option agreement, the Company has the right to
earn a 60% interest in the Pinchi property by funding $3,151,000 in exploration
expenditures on or before December 2012. The Company can earn an additional 15%
interest by incurring an additional $4,000,000 in exploration expenditures over
the subsequent two calendar years. Upon the earlier of the Company exercising
its second option to earn a 75% interest or electing to remain at a 60%
interest, the two parties will enter into a joint venture agreement.

Subsequent to March 31, 2010, the
Company terminated the Pinchi property option agreement on May 14, 2010.

(iv) Tulox Property

The Tulox property (the "Property") was
acquired by the Company in stages by staking between 2005 to 2007.

In April 2009, the Company entered into
an agreement with Tulox Resources Inc. ("Tulox") (formerly named Sitec Ventures
Corp.), an unrelated British Columbia company, whereby Tulox may acquire a 50%
interest in the property for consideration of 1,600,000 Tulox's common shares
(250,000 shares issued) and by incurring $1,000,000 in expenditures on the
property over three years. Tulox may acquire a 100% interest for additional
consideration of 1,100,000 of its common shares and by incurring a further
$1,000,000 in expenditures on the property on or before August 1, 2013. The
agreement is subject to certain conditions including regulatory approval. Under
the agreement, the Company will receive a 3% net smelter returns ("NSR") royalty
following the commencement of commercial production on the property. In
addition, the Company receives a "back-in right" whereby the Company can acquire
a 60% interest in the property by agreeing, within 90 days of the completion of
a pre-feasibility study, to fund a further $10,000,000 of exploration
expenditures on the property. However, upon exercise of the "back-in right", the
Company's entitlement to NSR will reduce to 1.2% from 3%.

In April 2010, pursuant to the Tulox
property agreement, the Company received 250,000 common shares of Tulox
Resources Inc. (note 5), which the Company has recorded at a nominal value of
$1.

(v) Pond Property

Effective August 1, 2008, the Company
entered into an agreement with a private arm's-length company for an exclusive
option whereby the Company may acquire, over up to a four year period, the right
to earn an undivided 100% interest in the Pond property, subject to a 2% NSR,
which the Company may acquire for $2,000,000. Consideration for acquiring the
100% undivided interest in the Pond property is to consist of staged payments
totaling $215,000 ($5,000 paid) and the incurring of expenditures totaling
$225,000 on the property, prior to August 2012.

---

|AMARC RESOURCES LTD.                                          
|--------------------------------------------------------------
|Notes to the Consolidated Financial Statements                
|Years ended March 31, 2010, 2009, and 2008                    
|(Expressed in
      Canadian Dollars, unless otherwise stated)

During the year ended March 31, 2010,
the Company terminated the Pond agreement.

(vi) Bodine Property

In November 2006, the Company reached
an option agreement with an arm's length party to acquire a 100% undivided
interest in the Bodine property ("Bodine") which is located in the Omineca
Mining Division in central British Columbia. The Company can acquire its
interest in Bodine by making staged cash payments totaling $225,000 ($125,000
paid) and expending $2,000,000 (incurred) on the property over four years.
Bodine is subject to a 3% NSR, 2% of which may be purchased at the Company's
sole discretion for $2,000,000 with the remaining 1% subject to a right of first
refusal in favor of the Company. Annual advance royalty payments of $50,000 will
be payable beginning from the fifth year of the agreement to the fifteenth year
of the agreement. In January 2010, the Company terminated the Bodine property
agreement.

In June 2009, the Company reached an
agreement (the "Falkirk Agreement") with Falkirk Resources Corp. ("Falkirk"),
which was subsequently amended on August 25, 2009. Under the amended option
agreement and subject to the underlying Bodine Property Agreement, Falkirk has
the right to earn a 50% interest in the Bodine property by issuing 200,000
common shares to the Company (100,000 shares issued) and funding $600,000 in
exploration expenditures on or before December 31, 2009 (completed). In January
2010, the Company and Falkirk mutually terminated the Falkirk agreement.

(vii) Sitlika Properties

The Company acquired by staking 100%
interests in several mineral properties located in the Omineca, Cariboo and
Clinton Mining Divisions of British Columbia, ranging in location from
approximately 110 kilometers northeast of Smithers to approximately 35
kilometers southwest of Williams Lake. As of March 31, 2010, these properties
included the Aspira, Huge East, Megamine, and Polymet claims and in total
comprised 17 square kilometers.

(viii) Rapid Property

In April 2008, the Company acquired, by
staking, claims known as the Rapid Property, which is located 27 kilometers
northeast of the Aspira Property (part of the Sitlika Properties) and 36
kilometers northwest of the town of Fort St. James. As at March 31, 2010, the
Companys claims in Rapid property comprised approximately 5 kilometers.

(ix) Other Properties

The Chona Agreement with an arm's
length party, through which the Company retained a 2.5% net smelter royalty in
the Chona claims, which were part of the Witch property located in BC, has
lapsed.

---

|AMARC RESOURCES LTD.                                          
|--------------------------------------------------------------
|Notes to the Consolidated Financial Statements                
|Years ended March 31, 2010, 2009, and 2008                    
|(Expressed in
      Canadian Dollars, unless otherwise stated)

|    | The AA Agreement with an arm's length party, through
      which the Company retained a 1.5% net smelter royalty interest in the AA
      claims, which were part of the Iskut properties located in BC, has
      lapsed.                                                                                                                                                                                                                                          
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(b) | Yukon Territory and Saskatchewan                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | The Company has a 5% net profits interest ("NPI") in the
      46 mineral claims comprising the Ana Property in the Yukon, and a 2.5% NPI
      in a mineral lease comprising the Mann Lake Property in Saskatchewan.
      These net profit interests have been recorded at a nominal value of $1
      each. The Company has neither active exploration programs nor does it plan
      to undertake any new programs on these properties at the present
    time.

|8.  | SHARE CAPITAL           
|--- | ------------------------
|    |                         
|(a) | Authorized share capital

|    | The Company's authorized share capital consists of an
      unlimited number of common shares without par value.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(b) | Private placements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | Fiscal year ended March 31, 2010.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | During the year ended March 31, 2010, the Company
      arranged a private placement of 11,000,000 of its common shares at a price
      of $0.50 per share, consisting of 4,800,000 flow-through shares and
      6,200,000 non-flow-through shares for aggregate gross proceed of
      $5,500,000. In accordance with the terms of flow-through share agreements,
      the Company is obligated to spend the proceeds from the flow-through
      shares on eligible exploration activities by December 31, 2010. As per
      certain provisions of the Income Tax Act (Canada), the Company is subject
      to a tax on the portion of proceeds from this flow-through share issuance
      unspent after February 2010. As of March 31, 2010, approximately
      $1,659,000 remained to be spent on eligible exploration
  activities.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | In August 2009, the Company issued 100,000 common shares
      pursuant to the Newton property agreement (note 7(a)(i)). The Company
      recorded this issuance and the corresponding property option fees at
      $17,000, being the estimated fair value of the shares using the quoted
      market price on the date of issuance.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | Fiscal year ended March 31, 2009.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | In December 2008, the Company completed a private
      placement of 5,000,000 units at a price of $0.10 per unit. Each unit
      consisted of one flow-through common share and one non-flow-through
      warrant. Each warrant is exercisable to purchase one additional common
      share at a price of $0.10 for a 24 month period. In accordance with the terms of
      the flow-through share agreements, the Company has spent total proceeds
      from the share issuance on eligible exploration expenses and has renounced
    those expenses to the investors.                                                                                                                                                                                                                                                                 

---

|AMARC RESOURCES LTD.                                          
|--------------------------------------------------------------
|Notes to the Consolidated Financial Statements                
|Years ended March 31, 2010, 2009, and 2008                    
|(Expressed in
      Canadian Dollars, unless otherwise stated)

|    | Fiscal year ended March 31, 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | During the year ended March 31, 2008, pursuant to
      exercise of share purchase warrants, the Company issued 4,440,000
      flow-through common shares and 350,000 non-flow-through common shares for
      total proceeds of $2,442,000 and $192,500 respectively. During the year
      ended March 31, 2009, the Company spent total proceeds from this
      flow-through share issuance on eligible exploration expenses and renounced
      those expenses to the investors, in accordance with the terms of the
      flow-through share agreements.                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(c) | Share purchase option compensation plan                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | The Company has a share purchase option compensation plan
      approved by the shareholders that allows the Company to grant up to 10% of
      the issued and outstanding shares of the Company at any one time,
      typically vesting over up to two years, subject to regulatory terms and
      approval, to its directors, employees, officers, and consultants. The
      exercise price of each option may be set equal to or greater than the
      closing market price of the common shares on the TSX Venture Exchange on
      the day prior to the date of the grant of the option, less any allowable
      discounts. Options have a maximum term of five years and terminate 90 days
      following the termination of the optionee's employment, except in the case
      of retirement or death.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | The continuity of share purchase options for the year
      ended March 31, 2010 was:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

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

The continuity of share purchase
options for the year ended March 31, 2009 was:

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

---

|AMARC RESOURCES LTD.                                          
|--------------------------------------------------------------
|Notes to the Consolidated Financial Statements                
|Years ended March 31, 2010, 2009, and 2008                    
|(Expressed in
      Canadian Dollars, unless otherwise stated)

Using an option pricing model with the
assumptions noted below, the estimated fair value of all options granted or
vesting during the fiscal year 2010, and which have been reflected in the
consolidated statements of operations, is as follows:

| |                                                                                         |   | Year ended March 31 | 
| | --------------------------------------------------------------------------------------- | - | ------------------- | 
| |                                                                                         |   | 2010                | 
| | Exploration                                                                             |   |                     | 
| | Engineering                                                                             | $ | 5,658               | 
| | Environmental,
      socioeconomic and land                                             |   | 2,385               | 
| | Geological                                                                              |   | 47,961              | 
| | Exploration                                                                             |   | 56,004              | 
| | Operations and administration                                                           |   | 82,381              | 
| | Total compensation cost recognized in operations, credited
      to contributed surplus |   | $ 138,385           | 

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

| |                         |  | Year ended March 31 | 
| | ----------------------- |  | ------------------- | 
| |                         |  | 2010                | 
| | Risk free interest rate |  | 2.48%               | 
| | Expected life           |  | 3 years             | 
| | Expected volatility     |  | 85%                 | 
| | 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, 2010
    was:

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

---

|AMARC RESOURCES LTD.                                          
|--------------------------------------------------------------
|Notes to the Consolidated Financial Statements                
|Years ended March 31, 2010, 2009, and 2008                    
|(Expressed in
      Canadian Dollars, unless otherwise stated)

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

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

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

| |                                                                                      |   | March 31  |   |   | March 31  |  
| | ------------------------------------------------------------------------------------ | - | --------- | - | - | --------- | -
| |                                                                                      |   | 2010      |   |   | 2009      |  
| | Fair value of warrants                                                               | $ | 982,110   |   | $ | 982,110   |  
| | Cumulative stock-based compensation                                                  |   | 1,275,363 |   |   | 1,136,978 |  
| | Contributed surplus transferred to share capital relating
      to options exercised |   | (405,096  | ) |   | (405,096  | )
| | Balance, end of
      the year                                                       | $ | 1,852,377 |   | $ | 1,713,992 |  

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

| | Balances receivable                            |   | March 31 |  |   | March 31 | 
| | ---------------------------------------------- | - | -------- |  | - | -------- | 
| |                                                |   | 2010     |  |   | 2009     | 
| | Hunter Dickinson Services Inc. (a)             | $ | 29,870   |  | $ | 90,140   | 
| | Farallon Minera
      Mexicana.S.A. de C.V (c) |   |         |  |   | 44,675   | 
| | Total                                          | $ | 29,870   |  | $ | 134,815  | 

| | Transactions                               |   | Year ended March 31 | 
| | ------------------------------------------ | - | ------------------- | 
| |                                            |   | 2010                | 
| | Services rendered and expenses reimbursed: |   |                     | 
| | Hunter Dickinson Services Inc. (a)         | $ | 1,526,583           | 
| | Interest income on loan:                   |   |                     | 
| | Rockwell Diamonds Inc. (b)                 | $ |                    | 
| | Sale of equipment:                         |   |                     | 
| | Farallon Minera Mexicana.S.A. de C.V (c)   | $ |                    | 

---

|AMARC RESOURCES LTD.                                          
|--------------------------------------------------------------
|Notes to the Consolidated Financial Statements                
|Years ended March 31, 2010, 2009, and 2008                    
|(Expressed in
      Canadian Dollars, unless otherwise stated)

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

|10. | INCOME TAXES                                                                                                                                                                 
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                              
|    | As at March 31, 2010 and 2009, the estimated tax effects
      of the significant components within the Company's future income tax
      assets (liabilities) are as follow:

| |                                        |   | March 31   |   |   | March 31   |  
| | -------------------------------------- | - | ---------- | - | - | ---------- | -
| |                                        |   | 2010       |   |   | 2009       |  
| | Future income tax assets (liabilities) |   |            |   |   |            |  
| | Resource pools                         | $ | 2,707,000  |   | $ | 2,532,000  |  
| | Loss carry forwards                    |   | 1,057,000  |   |   | 593,000    |  
| | Financing expenses                     |   | 65,000     |   |   | 15,000     |  
| | Equipment                              |   | 9,000      |   |   | 5,000      |  
| | Subtotal                               |   | 3,838,000  |   |   | 3,145,000  |  
| | Valuation
      allowance              |   | (3,838,000 | ) |   | (3,145,000 | )
| | Net future income tax asset            | $ |           |   | $ |           |  

---

|AMARC RESOURCES LTD.                                          
|--------------------------------------------------------------
|Notes to the Consolidated Financial Statements                
|Years ended March 31, 2010, 2009, and 2008                    
|(Expressed in
      Canadian Dollars, unless otherwise stated)

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

| |                                                               |   | March 31   |   |   | March 31   |  
| | ------------------------------------------------------------- | - | ---------- | - | - | ---------- | -
| |                                                               |   | 2010       |   |   | 2009       |  
| | Combined Canadian federal and provincial
      statutory rate |   | 29.63%     |   |   | 30.75%     |  
| |                                                               |   |            |   |   |            |  
| | Income tax at statutory rates                                 | $ | (1,215,000 | ) | $ | (1,571,000 | )
| | Permanent differences                                         |   | 435,000    |   |   | 771,000    |  
| | Tax rate differences                                          |   | 128,000    |   |   | 383,000    |  
| | Adjustments of taxes of prior periods                         |   | (41,000    | ) |   | 872,000    |  
| | Change in valuation allowance                                 |   | 693,000    |   |   | (455,000   | )
| |                                                               | $ |           |   | $ |           |  

|    | At March 31, 2010, the Company had non-capital losses
      available for Canadian income tax purposes totaling approximately $2.6
      million (2009  $2.4 million) expiring in various periods to 2029, and
      taxable capital losses of $1.6 million (2009  $nil) that do not expire.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                               
|11. | CAPITAL MANAGEMENT AND FINANCIAL
      INSTRUMENTS                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                               
|(a) | Capital Management Objectives                                                                                                                                                                                                                                                                 

The Company's primary objectives when
managing capital are to safeguard the Company's ability to continue as a going
concern, so that it can continue to provide returns for shareholders, and to
have sufficient liquidity available to fund suitable business opportunities as
they arise.

The Company considers the components of
shareholders' equity, as well as its cash and equivalents as capital. The
Company manages its capital structure and makes adjustments to it in light of
changes in economic conditions and the risk characteristics of the underlying
assets. In order to maintain or adjust the capital structure, the Company may
issue equity, sell assets, or return capital to shareholders as well as issue or
repay debt.

In order to facilitate the management
of its capital requirements, the Company prepares annual operating plan that are
approved by the Board of Directors.

The Companys investment policy is to
invest its cash in highly liquid short-term interest-bearing investments, having
maturity dates of three months or less from the date of acquisition and that are
readily convertible to known amounts of cash.

There were no changes to the Company's
approach to capital management during the year ended March 31, 2010.

---

|AMARC RESOURCES LTD.                                          
|--------------------------------------------------------------
|Notes to the Consolidated Financial Statements                
|Years ended March 31, 2010, 2009, and 2008                    
|(Expressed in
      Canadian Dollars, unless otherwise stated)

|(b) | Carrying Amounts and Fair Values of Financial
      Instruments                                                                                                                                                                                                                                                                                                        
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                        
|    | The fair value of a financial instrument is the price at
      which a party would accept the rights and/or obligations of the financial
      instrument from an independent third party. Given the varying influencing
      factors, the reported fair values are only indicators of the prices that
      may actually be realized for these financial instruments.
|    |                                                                                                                                                                                                                                                                                                                                                                        
|    | Financial instruments measured at fair value are
      classified into one of three levels in the fair value hierarchy according
      to the relative reliability of the inputs used to estimate the fair
      values. The three levels of the fair value hierarchy are:                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                        
|    | Level 1  Unadjusted quoted prices in active markets for
      identical assets or liabilities;                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                        
|    | Level 2  Inputs other than quoted prices that are
      observable for the asset or liability either directly or indirectly;
      and                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                        
|    | Level 3  Inputs that are not based on observable market
      data                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                        
|    | The following table illustrates the classification of the
      Companys financial instruments within the fair value hierarchy as at
      March 31, 2010.                                                                                                                                                                                                            

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

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

---

|AMARC RESOURCES LTD.                                    
|--------------------------------------------------------
|Notes to the Consolidated Financial Statements          
|Years ended March 31, 2010, 2009, and 2008              
|(Expressed in
Canadian Dollars, unless otherwise stated)

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

(iii) Market Risk

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

Foreign exchange risk

The Company incurs substantially all
of its expenditures in Canada and a significant portion of its cash and cash
equivalents are denominated in Canadian dollars ("CAD"). At March 31, 2010, the
Company was exposed to foreign exchange risk to the extent of exchange rate
fluctuation and a resultant change in the value of its cash and cash equivalents
held in US dollars ("USD").

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

| |                                    |   | March 31 |  |   | March 31 | 
| | ---------------------------------- | - | -------- |  | - | -------- | 
| | Expressed in CAD
      equivalents |   | 2010     |  |   | 2009     | 
| | Financial assets                   |   |          |  |   |          | 
| | United States dollars              | $ | 118,199  |  | $ | 117,878  | 
| | Mexican
      pesos                |   |         |  |   | 37,072   | 
| | Total financial assets             | $ |         |  | $ | 154,950  | 

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

The Company currently does not engage
in foreign currency hedging.

---

|AMARC RESOURCES LTD.                                          
|--------------------------------------------------------------
|Notes to the Consolidated Financial Statements                
|Years ended March 31, 2010, 2009, and 2008                    
|(Expressed in
      Canadian Dollars, unless otherwise stated)

The following significant exchange
rates applied during the year:

| |                                           |  | 2010   |  |  | 2009   | 
| | ----------------------------------------- |  | ------ |  |  | ------ | 
| | Canadian dollars per United States dollar |  |        |  |  |        | 
| | Closing rate at March 31                  |  | 1.0158 |  |  | 1.2613 | 
| | Average rate during the year              |  | 1.0904 |  |  | 1.1274 | 
| |                                           |  |        |  |  |        | 
| | Mexican Peso per Canadian dollar          |  |        |  |  |        | 
| | Closing rate at March 31                  |  | 12.171 |  |  | 11.227 | 
| | Average rate
      during the year        |  | 12.037 |  |  | 10.641 | 

Interest rate risk

The Company is subject to interest
rate price with respect to its investments in cash equivalents. The Company's
policy is to invest cash in variable rate financial instruments having maturity
dates of three months or less from the date of acquisition and cash reserves are
to be maintained in cash equivalents in order to maintain liquidity, while
achieving a satisfactory return for shareholders.

Price risk

The Company is subject to price risk
in respect of its investments in marketable securities (note 5).

|12. | SUBSEQUENT EVENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | There were no significant events subsequent to March 31,
      2010 requiring disclosure in these consolidated financial
    statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|13. | DIFFERENCES BETWEEN CANADIAN AND UNITED STATES
      GENERALLY ACCEPTED ACCOUNTING PRINCIPLES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | The consolidated financial statements have been prepared
      in accordance with Canadian generally accepted accounting principles
      ("Canadian GAAP"), which differ in certain material respects from those
      principles that the Company would have followed had its consolidated
      financial statements been prepared in accordance with the generally
      accepted accounting principles in United States of America ("US GAAP").
      However, the differences between Canadian GAAP and US GAAP do not have
      material impact on the consolidated balance sheet as at March 31, 2010 and
      2009 and in the consolidated statements of operations and comprehensive
      loss, and the consolidated statement of cash flows for the years ended
      March 31, 2010, 2009 and 2008.

---

|AMARC RESOURCES LTD.                                          
|--------------------------------------------------------------
|Notes to the Consolidated Financial Statements                
|Years ended March 31, 2010, 2009, and 2008                    
|(Expressed in
      Canadian Dollars, unless otherwise stated)

|(a) | Mineral property costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | The Company's policy of expensing all property costs
      except where an outright property interest has been acquired results in an
      accounting treatment for these costs which the Company considers to be
      materially congruent with US GAAP. Accordingly, the Company considers that
      there are no differences between US and Canadian GAAP with respect to
      mineral property costs in these consolidated financial
  statements.                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(b) | Stock-based compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | Accounting Standard Codification 718,
      Compensation-Stock Compensation,requires all share- based payments
      to employees, including grants of employee stock options, to be recognized
      in the income statement based on their fair values. In calculating
      compensation to be recognized, SFAS 123(R) requires the Company to
      estimate future forfeitures. For Canadian GAAP purposes, the Company uses
      the fair value method to account for all stock option grants but accounts
      for forfeitures as they occur, as permitted by Canadian GAAP. The Company
      believes that the effect of estimated forfeiture rate is not
    material.                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(c) | Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | FASB Codification 740-10 (Codification 740-10)
      Accounting for Uncertainty in Income Taxes, prescribes a minimum
      recognition threshold a tax position is required to meet before being
      recognized in the financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | Codification 740-10 requires that the Company recognize
      the impact of a tax position in the financial statements if that position
      is more likely than not of being sustained on audit, based on the
      technical merits of the position. Codification 740-10 also provides
      guidance on derecognition, classification, interest and penalties,
      accounting in interim periods and disclosure. In accordance with the
      provisions of Codification 740-10, any cumulative effect resulting from
      the initial adoption of Codification 740-10 is to be recorded as an
      adjustment to the opening balance of deficit. The adoption of Codification
      740-10 did not result in a material impact on the Company's consolidated
      financial position or results of operations.

---

|AMARC RESOURCES LTD.                                          
|--------------------------------------------------------------
|Notes to the Consolidated Financial Statements                
|Years ended March 31, 2010, 2009, and 2008                    
|(Expressed in
      Canadian Dollars, unless otherwise stated)

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

| |                    |   | As at March 31 |  |   | As at March 31 | 
| | ------------------ | - | -------------- |  | - | -------------- | 
| |                    |   | 2010           |  |   | 2009           | 
| | GST receivable     | $ | 50,134         |  | $ | 10,643         | 
| | Prepaid expenses   |   | 32,157         |  |   | 21,931         | 
| | Other Receivable   |   | 89,932         |  |   | 131,578        | 
| | Advances and other |   | 92,095         |  |   | 102,302        | 
| |                    | $ | 264,318        |  | $ | 266,454        | 

(e)             
Accounts payable and accrued liabilities comprise:

| |                           |   | As at March 31 |  |   | As at March 31 | 
| | ------------------------- | - | -------------- |  | - | -------------- | 
| |                           |   | 2010           |  |   | 2009           | 
| | Trade payables            | $ | 12,999         |  | $ | 8,339          | 
| | Accrued
      liabilities |   | 20,000         |  |   | 25,000         | 
| |                           | $ | 32,999         |  | $ | 33,339         | 

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

---

|AMARC RESOURCES LTD.                                          
|--------------------------------------------------------------
|Notes to the Consolidated Financial Statements                
|Years ended March 31, 2010, 2009, and 2008                    
|(Expressed in
      Canadian Dollars, unless otherwise stated)

|    | (iii)                                                        | In June 2009, the FASB issued general standards of
      accounting for, and disclosure of, events that occur after the balance
      sheet date but before the financial statements are issued or are available
      to be issued (codified within ASC 855). The update sets forth: (a) the
      period after the balance sheet date during which management of a reporting
      entity should evaluate events or transactions that may occur for potential
      recognition or disclosure in the financial statements; (b) the
      circumstances under which an entity should recognize events or
      transactions occurring after the balance sheet date in its financial
      statements; and (c) the disclosures that an entity should make about
      events or transactions that occurred after the balance sheet date. The
      adoption of this standard had no impact on the Company's financial
      position, results of operations or cash flows.                                                                                                                                                                                                                                                                                                                                                                                                                                            
|--- | ------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(g) | United States accounting pronouncements to be
      adopted.
|    |                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | (i)                                                          | In April 2010, the FASB issued ASU 2010-13. This standard
      provides amendments to Topic 718 to clarify that an employee share-based
      payment award with an exercise price denominated in the currency of a
      market in which a substantial portion of the entity's equity securities
      trades should not be considered to contain a condition that is not a
      market, performance, or service condition. Therefore, an entity would not
      classify such an award as a liability if it otherwise qualifies as equity.
      The amendments in this Update are effective for fiscal years, and interim
      periods within those fiscal years, beginning on or after December 15,
      2010. The amendments in this Update should be applied by recording a
      cumulative-effect adjustment to the opening balance of retained earnings.
      The cumulative- effect adjustment should be calculated for all awards
      outstanding as of the beginning of the fiscal year in which the amendments
      are initially applied, as if the amendments had been applied consistently
      since the inception of the award. The cumulative-effect adjustment should
      be presented separately. Earlier application is permitted. The adoption of
      this standard is not expected to have a material impact on the Companys
      financial position and results of operations.
|    |                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | (ii)                                                         | In June 2009, the FASB issued new guidance relating to
      accounting for Variable Interest Entities ("VIE") codified within ASC
      810-10. Key changes include: (a) the elimination of the exemption for
      qualifying special purpose entities ("QSPE"); (b) a new approach for
      determining who should consolidate a VIE; and (c) changes to when it is
      necessary to reassess who should consolidate a VIE. This standard is
      effective for years beginning after November 15, 2009, and for subsequent
      interim and annual reporting periods thereafter. The Company does not
      expect the adoption of this standard to have a significant effect on the
      Company's results of operations or financial position.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | (iii)                                                        | In January 2010, the FASB issued Accounting Standards
      Update No. 2010-06, Improving Disclosures about Fair Value Measurements
      (ASU 2010-06 or the ASU). The ASU amends ASC 820 to require a number of
      additional disclosures regarding fair value measurements. Specifically,
      the ASU requires entities to disclose:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

---

|AMARC RESOURCES LTD.                                          
|--------------------------------------------------------------
|Notes to the Consolidated Financial Statements                
|Years ended March 31, 2010, 2009, and 2008                    
|(Expressed in
      Canadian Dollars, unless otherwise stated)

| | (a) | the amounts of significant transfers between Level 1 and
      Level 2 of the fair value hierarchy and the reasons for these
    transfers        
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                   
| | (b) | the reasons for any transfers in or out of Level
  3                                                                                              
| |     |                                                                                                                                                   
| | (c) | information in the reconciliation of recurring Level 3
      measurements about purchases, sales, issuances and settlements on a gross
      basis

In addition to these new disclosure
requirements, the ASU also amends ASC 820 to clarify certain existing disclosure
requirements.

Except for the requirement to disclose
information about purchases, sales, issuances, and settlements in the
reconciliation of recurring Level 3 measurements on a gross basis, all the
amendments to ASC 820 made by ASU 2010-06 are effective for interim and annual
reporting periods beginning after 15 December 2009. The requirement to
separately disclose purchases, sales, issuances, and settlements of recurring
Level 3 measurements does not become effective until fiscal years beginning
after 15 December 2010, including interim periods within those fiscal years.

The Company does not expect the
adoption of this standard to have a significant effect on the Company's results
of operations or financial position.

---