Amarc Resources : Notice to Reader - Form 6-K

Notice to Reader

In accordance with subsection 4.3(3) of National Instrument 51-102, management of the Company advises that the Company's auditors have not performed a review of these interim financial statements.

2

Amarc Resources Ltd.

Condensed Interim Consolidated Statements of Financial Position

(Unaudited - Expressed in Canadian Dollars)

				December 31,			March 31,
				2021			2021
		Note			($)			($)
ASSETS
Current assets
Cash			3				680,055				308,085
Amounts receivable and other assets			6				147,059				47,380
Marketable securities			4				283,072				1,026,418
							1,110,186				1,381,883
Non-current assets
Restricted cash			5				178,547				178,487
Right-of-use asset			13				87,426				-
Total assets							1,376,159				1,560,370
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued liabilities			8				311,502				168,195
Balances due to related parties			11				327,499				795,239
Lease liability			13				14,609				-
							653,610				963,434
Non-current liabilities
Director's loan			9				644,642				570,000
Lease liability			13				86,020				-
Total liabilities							1,384,272				1,533,434
Shareholders' equity
Share capital			10				65,044,721				64,744,721
Reserves			10				4,126,736				4,870,082
Accumulated deficit							(69,179,570	)			(69,587,867	)
							(8,113	)			26,936
Total liabilities and shareholders' equity							1,376,159				1,560,370

Nature of operations and going concern (note 1)

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

/s/ Robert A. Dickinson		/s/ Scott D. Cousens
Robert A. Dickinson		Scott D. Cousens
Director		Director

3

Amarc Resources Ltd.

Condensed Consolidated Interim Statements of Loss and Comprehensive Loss

(Unaudited - Expressed in Canadian Dollars, except for weighted average number of common shares)

				Three months ended December 31,			Nine months ended December 31,
					2021			2020			2021			2020
		Note			($)			($)			($)			($)
Expenses
Exploration and evaluation			6	(b)			1,210,119				282,062				4,993,106				1,237,047
Assays and analysis							133,434				43,028				268,050				129,042
Drilling							387,538				1,248				980,248				146,886
Equipment rental							-				875				-				875
Geological, including geophysical							274,753				60,107				921,359				393,190
Helicopter and fuel							86,163				28,800				910,699				208,347
Property acquisition and assessments costs							57,725				51,448				59,456				51,646
Site activities							213,838				31,026				1,504,625				177,470
Socioeconomic							31,246				11,145				224,733				65,622
Technical data							6,520				53,206				26,928				53,206
Travel and accommodation							18,902				1,179				97,008				10,763
Administration							137,385				87,269				385,349				387,435
Legal, accounting and audit							34,108				-				76,245				23,767
Office and administration			12	(b)			65,413				54,481				211,071				287,678
Rent							9,177				-				16,226				-
Shareholder communication							26,529				29,793				58,216				46,680
Travel and accommodation							1,243				2,000				1,428				7,008
Trust and regulatory							915				995				22,163				22,302
Equity-settled share-based compensation							-				2,645				-				15,420
Cost recoveries			6	(b)			(1,231,515	)			(141,182	)			(5,605,240	)			(1,221,230	)
Gain on sale of mineral property							-				(1,934,500	)			-				(1,934,500	)
							115,989				(1,703,706	)			(226,785	)			(1,515,828	)
Other items
Finance income							(3,218	)			(1,579	)			(17,072	)			(24,151	)
Interest expense - director's loans			9				25,205				25,206				75,342				86,697
Accretion expense - office lease							2,819				-				7,728				-
Other fee income			6	(b)			(30,343	)			-				(336,164	)			-
Amortization of Right-of-use asset							23,726				-				32,133				-
Transaction cost - director's loans			9				20,079				15,086				55,959				42,043
Foreign exchange loss							11				(77	)			562				(1,034	)
Net (income) loss							154,268				(1,665,070	)			(408,297	)			(1,412,273	)
Other comprehensive loss:
Items that will not be reclassified subsequently to loss:
Change in value of marketable securities							303,493				415,593				743,346				417,058
Total other comprehensive (income) loss							457,761				(1,249,477	)			335,049				(995,215	)
Basic and diluted (income) loss per share							0				(0	)			(0	)			(0	)
						(#)			(#)			(#)			(#)
Weighted average number of common
shares outstanding							182,559,416				180,580,916				180,849,132				178,029,901

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

4

Amarc Resources Ltd.

Condensed Consolidated Interim Statements of Changes in (Deficiency) Equity

(Unaudited - Expressed in Canadian Dollars, except for share information)

		Share capital			Reserves
		Number of shares (#)			Amount ($)			Share-based payments reserve ($)			Investment revaluation reserve ($)			Share warrants reserve ($)			Deficit ($)			Total ($)
Balance at April 1, 2020			175,602,894				64,341,556				2,244,764				13,761				3,373,372				(70,948,566)			(975,113)
Net loss for the period			-				-				-				-				-				1,412,273				1,412,273
Other comprehensive loss for the period			-				-				-				(417,058)			-				-				(417,058)
Total comprehensive loss			-				-				-				(417,058)			-				1,412,273				995,215
Equity-settled share-based compensation			-				-				15,420				-				-				-				15,420
Subscription received for shares to be issued			-				-				-				-				-				-				-
Shares issued through exercise of warrants			3,000,000				403,165				-				-				(153,265)			-				249,900
Balance at December 31, 2020			178,602,894				64,744,721				2,260,184				(403,297)			3,220,107				(69,536,293)			285,422
Balance at April 1, 2021			180,602,894				64,744,721				2,262,652				(612,677)			3,220,107				(69,587,867)			26,936
Net income for the period			-				-				-				-				-				408,297				408,297
Other comprehensive loss for the period			-				-				-				(743,346)			-				-				(743,346)
Total comprehensive loss			-				-				-				(743,346)			-				408,297				(335,049)
Shares issued through exercise of warrants			6,000,000				300,000				-				-				-				-				300,000
Balance at December 31, 2021			186,602,894				65,044,721				2,262,652				(1,356,023)	)			3,220,107				(69,179,570	)			(8,113	)

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

5

Amarc Resources Ltd.

Condensed Consolidated Interim Statements of Cash Flows

(Unaudited - Expressed in Canadian Dollars)

				Nine months ended December 31,
		Note			2021			2020
				($)			($)
Operating activities
Loss for the period						408,297				1,412,273
Adjustments for:
Amortization of right-of-use asset			13				32,133				-
Equity-settled share-based compensation							-				15,420
Gain on sale of mineral property											(1,934,500	)
Office lease accretion per IFRS 16			13				7,728				-
Office base rent recorded as lease reduction per IFRS 16			13				(26,657	)			-
Interest expense - director's loans			9				75,342				86,697
Transaction cost - director's loans			9				74,642				42,043
Changes in working capital items
Amounts receivable and other assets							(99,679	)			(80,134	)
Restricted cash							(60	)			(338	)
Accounts payable and accrued liabilities							143,307				417,562
Advanced contributions received			6				-				179,076
Balances due to related parties							(543,083	)			89,102
Net cash (used in) provided by operating activities							71,970				227,201
Investing activities
Proceeds from disposition of mineral properties							-				300,000
Net cash provided by investing activities							-				300,000
Financing activities
Net proceeds from issuance of common shares pursuant to
exercise of share purchase warrants			9	(c)			300,000				249,900
Repayment of director's loans							-				(300,000	)
Net cash (used in) financing activities							300,000				(50,100	)
Net (decrease) increase in cash							371,970				477,101
Cash, beginning balance							308,085				249,183
Cash, ending balance							680,055				726,284

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

6

AMARC RESOURCES LTD.

Notes to the Condensed Consolidated Interim Financial Statements

For the nine months ended December 31, 2021 and 2020

(Unaudited - Expressed in Canadian Dollars, unless otherwise stated)

1.	NATURE OF OPERATIONS AND GOING CONCERN
	Amarc Resources Ltd. ("Amarc" or the "Company") is a company incorporated under the laws of the Province of British Columbia ("BC"). Its principal business activity is the acquisition and exploration of mineral properties. The Company's mineral property interests are located in BC. The address of the Company's corporate office is 14th Floor, 1040 West Georgia Street, Vancouver, BC, Canada V6E 4H1. The Company is in the process of exploring its mineral property interests and has not yet determined whether its mineral property interests contain economically recoverable mineral reserves. The Company's continuing operations are entirely dependent upon the existence of economically recoverable mineral reserves, the ability of the Company to obtain the necessary financing to continue the exploration and development of its mineral property interests and to obtain the permits necessary to mine, and the future profitable production from its mineral property interest or proceeds from the disposition of its mineral property interests. These condensed consolidated interim financial statements as at and for the nine months ended December 31, 2021 (the "Financial Statements") have been prepared on a going concern basis, which contemplates the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future. As at December 31, 2021, the Company had cash of $680,055, a working capital of $456,576, and an accumulated deficit of $69,179,570. The Company will need to seek additional financing to meet its exploration and development objectives. The Company has a reasonable expectation that additional funds will be available when necessary to meet ongoing exploration and development costs. However, there can be no assurance that the Company will continue to be able to obtain additional financial resources or will achieve profitability or positive cash flows. If the Company is unable to obtain adequate additional financing, the Company will be required to re-evaluate its planned expenditures until additional funding can be raised through financing activities. These factors indicate the existence of a material uncertainty that casts significant doubt about the Company's ability to continue as a going concern. These Financial Statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that may be necessary should the Company be unable to continue as a going concern. The current outbreak of COVID-19, and any future emergence and spread of similar pathogens, could have a material adverse effect on global and local economic and business conditions, which may adversely impact Amarc's business and results of operations and the operations of contractors and service providers. The extent to which the COVID-19 impacts our operations will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the outbreak, new information that may emerge concerning its severity and the actions taken to contain the virus or treat its impact, among others. The adverse effects on the economy, the stock market and Amarc's share price could adversely impact its ability to raise capital, with the result that our ability to pursue development of the JOY, IKE and DUKE Districts could be adversely impacted, both through delays and through increased costs. Any of these developments, and others, could have a material adverse effect on the Company's business and results of operation and could delay its plans for development of its districts.

7

AMARC RESOURCES LTD.

Notes to the Condensed Consolidated Interim Financial Statements

For the nine months ended December 31, 2021 and 2020

(Unaudited - Expressed in Canadian Dollars, unless otherwise stated)

2.	SIGNIFICANT ACCOUNTING POLICIES
	The principal accounting policies applied in the preparation of these Financial Statements are described below. These policies have been consistently applied for all years presented, unless otherwise stated.
(a)	Statement of compliance
	These Financial Statements have been prepared in accordance with IAS 34, Interim Financial Reporting ("IAS 34"), as issued by the International Accounting Standards Board ("IASB") and the interpretations by the IFRS Interpretation Committee ("IFRIC"). These Financial Statements do not include all of the information and footnotes required by International Financial Reporting Standards ("IFRS") for complete financial statements for year-end reporting purposes. These Financial Statements should be read in conjunction with the Company's consolidated financial statements as at and for the year ended March 31, 2021. Results for the reporting period ended December 31, 2021 are not necessarily indicative of future results. The accounting policies and methods of computation applied by the Company in these Financial Statements are the same as those applied by the Company in its more recent annual financial statements, which are filed under the Company's provide on SEDAR at www.sedar.com. The Audit Committee of the Company's Board of Directors authorized these Financial Statements for issuance on February 24, 2022.
(b)	Basis of presentation and consolidation
	These Financial Statements have been prepared on a historical cost basis, except for certain financial instruments classified as fair value through other comprehensive income, which are reported at fair value. In addition, these Financial Statements have been prepared using the accrual basis of accounting, except for cash flow information. These Financial Statements include the financial statements of the Company and its wholly-owned subsidiary, 1130346 B.C. Ltd. (the "Subco"), incorporated under the laws of BC. The Subco was incorporated for the purposes of entering into an option agreement related to the JOY District. On March 30, 2021, Subco was dissolved, did not have any assets, liabilities, income or expenses, and all intercompany balances and transactions had been eliminated on consolidation. Certain comparative amounts have been reclassified to conform to the presentation adopted in the current period.

8

AMARC RESOURCES LTD.

Notes to the Condensed Consolidated Interim Financial Statements

For the nine months ended December 31, 2021 and 2020

(Unaudited - Expressed in Canadian Dollars, unless otherwise stated)

(c)	Adoption of IFRS 16, Leases ("IFRS 16")
	In January 2016, the IASB issued IFRS 16, replacing IAS 17 - Leases. IFRS 16 provides a single lessee accounting model and requires the lessee to recognize assets and liabilities for all leases on its statement of financial position, providing the reader with greater transparency of an entity's lease obligations. The Company elected to use the modified retrospective transition approach, which provides lessees a method for recording existing leases at adoption with no restatement of prior period financial information. Under this approach, a lease liability was recognized at January 1, 2019 in respect of leases previously classified as operating leases, measured at the present value of the remaining lease payments, discounted using the lessee's incremental borrowing rate at transition. The associated right-of-use assets were measured at amounts equal to the respective lease liabilities, subject to certain adjustments allowed under IFRS 16. All leases are accounted for by recognizing a right-of-use asset and a lease liability except for:

	·	Leases of low value assets; and
	·	Leases with a duration of twelve months or less.
Lease liabilities are measured at the present value of the contractual payments due to the lessor over the lease term, with the discount rate determined by the interest rate implicit in the lease, or if that rate cannot be readily determined, the Company's incremental borrowing rate on commencement of the lease is used. Variable lease payments are only included in the measurement of the lease liability if they depend on an index or rate. In such cases, the initial measurement of the lease liability assumes the variable element will remain unchanged throughout the lease term. Other variable lease payments are expensed in the period to which they relate. On initial recognition, the carrying value of the lease liability also includes:
	·	Amounts expected to be payable under any residual value guarantee;
	·	The exercise price of any purchase option granted if it is reasonable certain to assess that option;
	·	Any penalties payable for terminating the lease, if the term of the lease has been estimated on the basis of termination option being exercised.
Right-of-use assets are initially measured at the amount of the lease liability, reduced for any lease incentives received, and increased for:
	·	Lease payments made at or before commencement of the lease;
	·	Initial direct costs incurred; and
	·	The amount of any provision recognized where the Company is contractually required to dismantle, remove or restore the leased asset.
	Lease liabilities, on initial measurement, increase as a result of interest charged at a constant rate on the balance outstanding and are reduced for lease payments made. Right-of-use assets are amortized on a straight-line basis over the remaining term of the lease or over the remaining economic life of the asset if this is judged to be shorter than the lease term.

9

AMARC RESOURCES LTD.

Notes to the Condensed Consolidated Interim Financial Statements

For the nine months ended December 31, 2021 and 2020

(Unaudited - Expressed in Canadian Dollars, unless otherwise stated)

	When the Company revises its estimate of the term of any lease, it adjusts the carrying amount of the lease liability to reflect the payments to make over the revised term, which are discounted at the same discount rate that applied on lease commencement. The carrying value of lease liabilities is similarly revised when the variable element of future lease payments dependent on a rate or index is revised. In both cases, an equivalent adjustment is made to the carrying value. As of the initial adoption date of January 1, 2019, the Company does not have any leases that are required to be recognized as assets and liabilities. The Company entered into an office lease with an effective date on May 1, 2021.
(d)	Significant accounting estimates and judgements
	The critical estimates and judgements applied in the preparation of these Financial Statements are consistent with those applied in the Company's audited consolidated financial statements as at and for the year ended March 31, 2021.
(e)	Operating segments
	The Company operates as a single reportable segment-the acquisition, exploration and development of mineral properties. All assets are held in Canada.

3.	CASH
	The Company's cash is invested in business and savings accounts, which are available on demand by the Company.
4.	MARKETABLE SECURITIES
	As at December 31, 2021, the fair value of its current holdings was $283,072 (March 31, 2021 - $1,026,418) and the negative change of fair value adjustment of $743,346 for the nine months ended December 31, 2021 (December 31, 2020 -change of fair value adjustment of $1,217,443). The marketable securities include 5.5 million units (shares and warrants) of Carlyle Commodities Corp., a Canadian public company listed on TSX-V exchange.

10

AMARC RESOURCES LTD.

Notes to the Condensed Consolidated Interim Financial Statements

For the nine months ended December 31, 2021 and 2020

(Unaudited - Expressed in Canadian Dollars, unless otherwise stated)

As at December 31, 2021, the Company held the following marketable securities:

Company		Shares/Warrants Held			Cost			Fair Value			Fair Value Increase(Decrease)
		(#)			($)			($)			($)
Carlyle Commodities Corp - Shares			5,500,000				907,500				137,500				(770,000	)
Carlyle Commodities Corp - Warrants			5,500,000				727,000				127,000				(600,000	)
Other			2,275,002				18,356				18,572				216
			13,275,002				1,652,856				283,072				(1,369,784	)

5.	RESTRICTED CASH
	Restricted cash represents amounts held in support of exploration permits. The amounts are refundable subject to the consent of regulatory authorities upon completion of any required reclamation work on the related projects.
6.	AMOUNTS RECEIVABLE AND OTHER ASSETS

		December 31, 2021			March 31, 2021
		($)			($)
Sales tax refundable			66,667				17,011
Contribution receivable (note 7(b))			59,305				9,851
Prepaid			21,087				20,518
			147,059				47,380

7.	EXPLORATION AND EVALUATION EXPENSES AND COST RECOVERIES
	Below is a summary of the Company's major exploration projects and their associated royalties, where the Company is currently incurring the majority of its exploration work.
(a)	IKE District
	Refer to the discussion of IKE District under note 7(a) in the audited financial statements of the Company for the year ended March 31, 2021.

11

AMARC RESOURCES LTD.

Notes to the Condensed Consolidated Interim Financial Statements

For the nine months ended December 31, 2021 and 2020

(Unaudited - Expressed in Canadian Dollars, unless otherwise stated)

(b)	JOY District
	Historical information Refer to the discussion of JOY District under note 7(b) in the audited financial statements of the Company for the year ended March 31, 2021. JOY District Agreement with Freeport On May 11, 2021, the Company and Freeport-McMoRan Mineral Properties Canada Inc. ("Freeport"), a wholly owned subsidiary of Freeport-McMoRan Inc. (NYSE:FCX) entered into a Mineral Property Earn-in Agreement (the "EIA") whereby Freeport may acquire up to a 70% ownership interest of the Company's Joy porphyry Cu-Au District Property. Under the terms of the EIA, Freeport has a two-stage option to earn up to a 70% ownership interest in the mineral claims comprising the JOY District, plus other rights and interests, over a 10 year period. To earn an initial 60% interest, Freeport is required to fund $35 million of work expenditures over a 5- year term. During the first year of the earn-in, a $4 million work program is planned in the JOY District. These optional earn-in expenditures can be accelerated by Freeport at its discretion. Amarc will be operator during the initial earn-in period. Once Freeport has acquired such 60% interest, Amarc and Freeport will proceed to operate the JOY District through a jointly owned corporation with Freeport assuming project operatorship. Upon Freeport earning such 60% interest, it can elect, in its sole discretion, to earn an additional 10% interest, for a total 70% interest by sole funding a further $75 million within the following five years. Once Freeport has finalized its earned ownership interest at either the 60% or 70% level, each party will be responsible for funding its own pro-rata share of project costs on a 60:40 or 70:30 basis. On August 4, 2021 Amarc announced that Freeport had increased its first year contribution to the Company's ongoing exploration program at the JOY District from $4 million to $5.5 million. On November 15, 2021 Amarc announced that Freeport had further increased its first year contribution to the Company's ongoing exploration program at the JOY District by ~50% - from $4 million to $5.94 million. During the nine months ended December 31, 2021, the Company incurred eligible and recoverable project costs of $4,828,112. These were included in the expenses in the Condensed Interim Consolidated Statements of Loss and Comprehensive Loss for the nine months ended December 31, 2021. During the nine months ended December 31, 2021, the Company earned a fee of $336,164 as the operator of the project of the JOY District.

12

AMARC RESOURCES LTD.

Notes to the Condensed Consolidated Interim Financial Statements

For the nine months ended December 31, 2021 and 2020

(Unaudited - Expressed in Canadian Dollars, unless otherwise stated)

(c)	DUKE District
	The DUKE District is located in central BC. In November 2016, the Company entered into a purchase agreement with a private company wholly-owned by one of its directors (note 11(c)) to purchase a 100% interest in the DUKE property for the reimbursement of the vendor's direct acquisition costs of $168,996.
8.	ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

		December 31, 2021			March 31, 2021
		($)			($)
Accounts payable			87,434				51,889
Accrued liabilities			224,068				116,306
Total			311,502				168,195

9.	DIRECTORS' LOANS

		Nine months ended			Year ended
		December 31, 2021			March 31, 2021
		($)			($)
Opening balance			570,000				812,119
Principal repayment			-				(300,000	)
Amortization of transaction costs			74,642				57,881
Closing balance			644,642				570,000

		Nine months ended			Year ended
		December 31, 2021			March 31, 2021
		($)			($)
Non-current portion			644,642				570,000
Total			644,642				570,000

Finance expenses		Nine months ended December 31,
		2021			2020
		($)			($)
Interest on loan			75,342				86,697
Amortization of transaction costs			55,959				42,043
Total			131,301				128,740

13

AMARC RESOURCES LTD.

Notes to the Condensed Consolidated Interim Financial Statements

For the nine months ended December 31, 2021 and 2020

(Unaudited - Expressed in Canadian Dollars, unless otherwise stated)

	In December 2019, the Company entered into a loan extension and amendment agreement (the "Loan") with a director and significant shareholder of the Company (the "Lender"), pursuant to which a previous loan agreement with a maturity date of November 26, 2019 was extended for five years or earlier pending the achievement of certain financing milestones. The Loan has a principal sum of $1,000,000, is unsecured and bears interest at a rate of 10% per annum. In December 2021, a total of $160,000 in interest was paid. Pursuant to the Loan, the Company issued to the Lender a loan bonus comprising of 16,000,000 common share purchase warrants (the "Warrants") with an expiry of five years and an exercise price of $0.05 per share.
10.	SHARE CAPITAL AND RESERVES
(a)	Authorized and outstanding share capital
	The Company's authorized share capital consists of an unlimited number of common shares without par value ("Common Shares") and an unlimited number of preferred shares. All issued Common Shares are fully paid. No preferred shares have been issued. On August 20, 2020, 3,000,000 flow-through shares were issued pursuant to the exercise of warrants for gross proceeds of $150,000. On October 2, 2020, 2,000,000 flow-through shares were issued pursuant to the exercise of warrants for gross proceeds of $100,000. $100 related to flow-through tax filing has been deducted from the gross proceeds as issuance costs.
	Approximately $167,000 of the flow-through proceeds received were renounced to the shareholder as at December 31, 2020. The Company recognized no flow-through premium in excess of the fair value of these common shares at their dates of issuance. As at December 31, 2021, there were 186,602,894 Common Shares issued and outstanding. Pursuant to the exercise of warrants on December 2, 2021, 6,000,000 Common Shares were issued for gross proceeds of $300,000.

14

AMARC RESOURCES LTD.

Notes to the Condensed Consolidated Interim Financial Statements

For the nine months ended December 31, 2021 and 2020

(Unaudited - Expressed in Canadian Dollars, unless otherwise stated)

(b)	Share purchase options
	The following summarizes changes in the Company's share purchase options (the "Options"):

December 31, 2021			December 31, 2020
		Weighted Average Exercise Price			Number of Options			Weighted Average Exercise Price			Number of Options
Outstanding - beginning balance		$	0.05				2,000,000			$	0.05				2,000,000
Grant			-				-				-				-
Outstanding - ending balance		$	0.05				2,000,000			$	0.05				2,000,000

The following summarizes information on the options outstanding and exercisable as at December 31, 2021:

					Options Outstanding					Options Exercisable
Exercise price			Weighted Average Remaining Contractual Life (years)			Number of Options			Weighted Average Remaining Contractual Life (years)			Number of Options
$	0.05				2.76				2,000,000				2.76				2,000,000
Total				2.76				2,000,000				2.76				2,000,000

(c)	Share purchase warrants
	The following common share purchase warrants were outstanding at December 31, 2021 and March 31, 2020:

		Exercise price			December 31, 2021			March 31, 2021
Issued pursuant to the Loan (note 9(a))		$	0.05				16,000,000				16,000,000
Exercised							(11,000,000	)			(5,000,000	)
Total							5,000,000				11,000,000

15

AMARC RESOURCES LTD.

Notes to the Condensed Consolidated Interim Financial Statements

For the nine months ended December 31, 2021 and 2020

(Unaudited - Expressed in Canadian Dollars, unless otherwise stated)

(i)

2019 loan bonus warrants

	In December 2019, 16,000,000 share purchase warrants were issued pursuant to the Loan (note 9(a)). The fair value of these warrants at issue was determined to be $490,449 at $0.03 per warrant using the Black-Scholes pricing model and based on the following assumptions: risk-free rate of 1.57%; expected volatility of 144%; underlying market price of $0.035; strike price of $0.05; expiry term of 5 years; and, dividend yield of nil.
11.	RELATED PARTY TRANSACTIONS

		December 31, 2021			March 31, 2021
Balances due to related parties		($)			($)
Bookskipper Accounting & Tax Services			-				1,050
Hunter Dickinson Services Inc.			266,102				614,352
Robert Dickinson (interest payable)			61,397				174,816
United Mineral Services Ltd.			-				5,021
			327,499				795,239

(a)	Transactions with key management personnel
	Key management personnel ("KMP") are those persons that have the authority and responsibility for planning, directing, and controlling the activities of the Company, directly and indirectly, and by definition include all the directors of the Company. Note 9 includes the details of a director's loan. Note 7(b) and 7(c) includes the details of the acquisition of mineral property interests from a private entity wholly-owned by one of the directors of the Company. During the nine months ended December 31, 2021 and 2020, the Company's President, Chief Executive Officer and Director; and Corporate Secretary provided services to the Company under a service agreement with Hunter Dickinson Services Inc. (note 11(b)). During the nine months ended December 31, 2021, the Company incurred fees totaling $22,500 in respect of services provided by the Chief Financial Officer. There were no other transactions with KMP during the nine months ended December 31, 2021.
(b)	Hunter Dickinson Services Inc.
	Hunter Dickinson Inc. ("HDI") and its wholly-owned subsidiary Hunter Dickinson Services Inc. ("HDSI") are private companies established by a group of mining professionals. HDSI provides contract services for a number of mineral exploration and development companies, and also to companies that are outside of the mining and mineral development space. Amarc acquires services from a number of related and arms-length contractors, and it is at Amarc's discretion that HDSI provides certain contract services.

16

AMARC RESOURCES LTD.

Notes to the Condensed Consolidated Interim Financial Statements

For the nine months ended December 31, 2021 and 2020

(Unaudited - Expressed in Canadian Dollars, unless otherwise stated)

	The Company has one director in common with HDSI, namely Robert Dickinson. Also, the Company's President, Chief Executive Officer and Director, and Corporate Secretary are employees of HDSI and are contracted to work for the Company under an employee secondment agreement between the Company and HDSI.
	Pursuant to an agreement dated July 2, 2010, HDSI provides certain cost effective technical, geological, corporate communications, regulatory compliance, and administrative and management services to the Company, on a non-exclusive basis as needed and as requested by the Company. As a result of this relationship, the Company has ready access to a range of diverse and specialized expertise on a regular basis, without having to engage or hire full-time employees or experts. The Company benefits from the economies of scale created by HDSI which itself serves several clients both within and external to the exploration and mining sector. The Company is not obligated to acquire any minimum amount of services from HDSI. The monetary amount of the services received from HDSI in a given period of time is a function of annually set and agreed charge-out rates for and the time spent by each HDSI employee engaged by the Company. HDSI also incurs third-party costs on behalf of the Company. Such third party costs include, for example, capital market advisory services, communication services and office supplies. Third-party costs are billed at cost, without markup. There are no ongoing contractual or other commitments resulting from the Company's transactions with HDSI, other than the payment for services already rendered and billed. The agreement may be terminated upon 60 days' notice by either the Company or HDSI. The following is a summary of transactions with HDSI that occurred during the reporting period:

		Nine months ended December 31,
		2021			2020
(rounded to the nearest thousand CAD)		($)			($)
Services received from HDSI and as requested by the Company			583,000				542,000
Information technology - infrastructure and support services			52,000				30,000
Office rent			16,000				-
Reimbursement, at cost, of third-party expenses
incurred by HDSI on behalf of the Company			111,000				40,000
Total			762,000				612,000

(c)	United Mineral Services Ltd.
	United Mineral Services Ltd. ("UMS") is a private company wholly-owned by one of the directors of the Company. UMS is engaged in the acquisition and exploration of mineral property interests. There were no transactions with UMS that occurred during the nine months ended December 31, 2021 and 2020.

17

AMARC RESOURCES LTD.

Notes to the Condensed Consolidated Interim Financial Statements

For the nine months ended December 31, 2021 and 2020

(Unaudited - Expressed in Canadian Dollars, unless otherwise stated)

12.	SUPPLEMENTARY INFORMATION TO THE CONSOLIDATED STATEMENTS OF LOSS
(a)	Employees' salaries and benefits
	The employees' salaries and benefits included in exploration and evaluation expenses and administration expenses are as follows:

		Nine months ended December 31,
		2021			2022
Employee salaries and benefits (1)		($)			($)
Exploration an evaluation expenses			969,000				467,000
Administration expenses (2)			190,000				183,000
			892,000				538,000

	(1)	rounded to the nearest thousand dollar
	(2)	includes salaries and benefits included in office and administration expenses (note 12(b)) and other salaries and benefits expenses classified as administration expenses

(b)	Office and administration expenses
	Office and administration expenses include the following:

		Nine months ended December 31,
		2021			2020
		($)			($)
Salaries and Benefits			160,000				127,000
Data processing and retention			13,000				31,000
Insurance			24,000				44,000
Other office expenses			9,000				7,000
			206,000				209,000

(1)

rounded to the nearest thousand dollar

13.	OFFICE LEASE - RIGHT OF USE ASSET AND LEASE LIABILITY
	The Company subleases corporate offices in Vancouver, BC from HDSI under a lease agreement dated May 1, 2021 and the lease expires on April 29, 2026. Refer to Note 2 (c) for details regarding the 2019 adoption of IFRS 16. Right-of-use asset A summary of the changes in the right-of-use asset for the nine months period ended December 31, 2021 and 2020 is as follow:

18

AMARC RESOURCES LTD.

Notes to the Condensed Consolidated Interim Financial Statements

For the nine months ended December 31, 2021 and 2020

(Unaudited - Expressed in Canadian Dollars, unless otherwise stated)

		2021			2020
Right-of-use-asset		($)			($)
Balance at March 31			-				-
Addition			100,877				-
Amortization			(32,133	)			-
Balance at December 31			68,744				-

	Lease liability
	On May 1, 2021, the Company entered into lease agreement which resulted in the lease liability of $100,877 (undiscounted value of $134,766, discount rate used is 12.00%). This liability represents the monthly lease payment from May 1, 2021 to April 29, 2026, the end of the lease term less abatement granted by HDSI. A summary of changes in the lease liability during the nine months ended December 31, 2021 and 2020 are as follows:

		2021			2020
Lease liability		($)			($)
Balance at March 31			-				-
Addition			100,877				-
Lease payment - base rent portion			(2,128	)			-
Lease liability - accretion expense			7,728				-
Balance as at December 31			106,477				-
Current portion			14,609				-
Long-term portion			86,020				-

The following is a schedule of the Company's future lease payments (base rent portion) under lease obligations:

Future lease payments (base rent portion only)		($)
Fiscal 2022 (January 1, 2022 to March 31, 2022)			13,416
Fiscal 2023 (April 1, 2022 to March 31, 2023)			26,746
Fiscal 2024 (April 1, 2023 to March 31, 2024)			28,056
Fiscal 2025 (April 1, 2024 to March 31, 2025)			28,165
Fiscal 2026 (April 1, 2025 to March 31, 2026)			28,165
Fiscal 2027 (April 1, 2026 to April 29, 2027) (Note 6)			2,347
Total undiscounted lease payments			126,895
Less: imputed interest			(26,266	)
Lease liability as at December 31, 2021			100,629

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