Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

As at February 28, 2024

Commission File Number: 000-49869

AMARC RESOURCES LTD.

(Translation of registrant's name into English)

14th Floor – 1040 W. Georgia Street

Vancouver, British Columbia Canada V6E 4H1

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

☒ Form 20-F ☐ Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

SUBMITTED HEREWITH

Exhibits

99.1		Condensed Consolidated Interim Financial Statements for the nine months ended December 31, 2023
99.2		Management’s Discussion and Analysis for the nine months ended December 31, 2023
99.3		Form 52-109FV2 Certification of interim filings – venture issue basic certificate - CEO
99.4		Form 52-109FV2 Certification of interim filings – venture issue basic certificate - CFO

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		Amarc Resources Ltd. (Registrant)
Date: February 28, 2024	By:	/s/ Thomas Wilson
		Thomas Wilson

		Chief Financial Officer

EXHIBIT 99.1

AMARC RESOURCES LTD.

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED

December 31, 2023, and 2022

(Expressed in Canadian Dollars)

(Unaudited)

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.

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Amarc Resources Ltd.
Condensed Interim Consolidated Statements of Financial Position
(Unaudited - Expressed in Canadian Dollars)

			December 31,			March 31,
			2023			2023
	Note		($)			($)

ASSETS

Current assets
Cash		3		5,087,086			5,131,510
Amounts receivable and other assets		6		106,606			218,351
Marketable securities		4		96,837			139,284
				5,290,529			5,489,145
Non-current assets
Restricted cash		5		539,834			539,834
Right-of-use asset		14		47,076			62,208
Total assets				5,877,439			6,091,187

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities
Accounts payable and accrued liabilities		8		577,390			1,180,863
Advanced contributions received		7(b,c)		1,566,966			4,124,349
Balances due to related parties		12		132,146			530,512
Flow through liability		10		769,231			-
Lease liability		14		22,754			20,696
				3,068,487			5,856,420

Non-current liabilities
Director's loan		9		747,148			648,005
Lease liability		14		34,890			52,207
Total liabilities				3,850,525			6,556,632

Shareholders' equity (deficiency)
Share capital		11		67,236,421			65,228,921
Reserves		11		4,327,722			4,289,896
Accumulated deficit				(69,537,229	)		(69,984,263	)
				2,026,914			(465,446	)

Total liabilities and shareholders' equity				5,877,439			6,091,186

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

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Amarc Resources Ltd.
Condensed Interim Consolidated Statements of Income
(Unaudited - Expressed in Canadian Dollars, except for weighted average number of common shares)

			Three months ended December 31,						Nine months ended December 31,
	Note		2023			2022			2023			2022
			($)			($)			($)			($)
Expenses
Exploration and evaluation		7		1,712,024			2,123,387			9,182,161			10,714,921
Assays and analysis				245,484			305,763			1,120,316			415,664
Drilling				-			269,277			-			3,226,200
Environmental				23,370			-			58,506			-
Equipment rental				125,158			-			290,826			-
Freight				11,683			-			59,693			-
Geological, including geophysical				843,426			347,680			3,301,642			1,267,004
Graphics				3,575			-			24,305			-
Helicopter and fuel				13,446			52,175			1,487,096			2,034,154
Property acquisition and assessments costs				66,946			64,170			193,998			170,708
Site activities				176,183			788,096			2,077,330			2,955,128
Socioeconomic				103,795			198,089			225,217			437,866
Technical data				50,335			45,415			81,823			67,915
Travel and accommodation				48,623			52,722			261,409			140,282

Administration				343,252			212,667			794,633			559,603
Legal, accounting and audit				55,131			7,623			89,866			35,137
Office and administration		13(b)		103,763			81,228			296,929			219,335
Rent				13,721			4,640			40,975			22,275
Shareholder communication				83,014			102,200			225,069			217,489
Travel and accommodation				66,166			16,400			90,623			38,852
Trust and regulatory				21,457			576			51,171			26,515

Equity-settled share-based compensation				26,758			13,236			80,273			116,376

Cost recoveries		7		(2,713,983	)		(3,090,775	)		(9,992,051	)		(16,103,562	)

				445,510			(741,485	)		1,142,475			(4,712,662	)
Other items
Finance income				(72,612	)		(47,188	)		(249,553	)		(51,339	)
Interest expense – director's loans		9		25,205			35,574			75,342			99,574
Accretion expense - office lease				1,764			2,343			5,755			7,410
Other fee income		7		-			(175,501	)		(460,000	)		(960,882	)
Amortization of right-of-use asset				5,044			5,044			15,132			15,132
Transaction cost – director's loans		9		35,573			26,726			99,143			74,485
Loss on sales of marketable securities				-			-			-			2,429
Foreign exchange loss				1,583			788			2,132			2,424
Net income				(635,392	)		(893,699	)		(447,033	)		(5,523,429	)

Other comprehensive (income) loss
Items that will not be reclassified subsequently to loss:
Change in value of marketable securities				(14,495	)		(82,536	)		42,447			58,638
Total other comprehensive income				(649,887	)		(976,235	)		(404,586	)		(5,464,791	)

Basic and diluted income per share				(0.00	)		(0.00	)		(0.00	)		(0.03	)

Weighted average number of common
shares outstanding				195,126,807			186,602,894			189,462,894			186,602,894

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

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Amarc Resources Ltd.
Condensed Interim Consolidated Statements of Comprehensive Income (Loss)
(Unaudited - Expressed in Canadian Dollars)

	Three months ended December 31,				Nine months ended December 31,
	2023		2022		2023			2022

Net income	$	635,392	$	893,699	$	447,033		$	5,523,429

Other comprehensive income (loss):
Items that will not be reclassified subsequently to profit and loss:
Revaluation of marketable securities		14,495		82,536		(42,447	)		(58,638	)
Total other comprehensive income (loss)		14,495		82,536		(42,447	)		(58,638	)

Comprehensive income	$	649,887	$	976,235	$	404,586		$	5,464,791

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

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Amarc Resources Ltd.
Condensed Interim Consolidated Statements of Changes in 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, 2022		186,602,894		65,228,921			2,386,230		(1,327,802	)		3,035,907		(69,951,679	)		(628,423	)
Net income for the period		-		-			-		-			-		5,523,429			5,523,429
Other comprehensive loss for the period		-		-			-		(58,638	)		-		-			(58,638	)
Total comprehensive loss		-		-			-		(58,638	)		-		5,523,429			5,464,791
Issuance of share purchase warrants		-		-			-		-			99,191		-			99,191
Equity-settled share-based compensation		-		-			116,376		-			-		-			116,376
Balance at December 31, 2022		186,602,894		65,228,921			2,502,606		(1,386,440	)		3,135,098		(64,428,250	)		5,051,935

Balance at April 1, 2023		186,602,894		65,228,921			2,650,490		(1,495,692	)		3,135,098		(69,984,262	)		(465,446	)
Net loss for the period		-		-			-		-			-		447,033			447,033
Other comprehensive income for the period		-		-			-		(42,447	)		-		-			(42,447	)
Total comprehensive loss		-		-			-		(42,447	)		-		447,033			404,586
Issuance of common shares pursuant to property agreement		100,000		7,500			-		-			-		-			7,500
Issuance of common shares pursuant to a non-flow-through private placement		9,615,385		769,231			-		-			-		-			769,231
Issuance of common shares pursuant to a flow-through private placement		15,384,615		2,000,000			-		-			-		-			2,000,000
Flow-through share premium liability		-		(769,231	)		-		-			-		-			(769,231	)
Equity-settled share-based compensation		-		-			80,273		-			-		-			80,273
Balance at December 31, 2023		211,702,894		67,236,421			2,730,763		(1,538,139	)		3,135,098		(69,537,229	)		2,026,914

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

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Amarc Resources Ltd.
Condensed Interim Consolidated Statements of Cash Flows
(Unaudited - Expressed in Canadian Dollars)

			Nine months ended December 31,
	Note		2023			2022
			($)			($)
Operating activities
Net income for the period				447,033			5,523,429
Adjustments for:
Amortization of right-of-use asset		14		15,132			15,132
Equity-settled share-based compensation				80,273			116,376
Office lease accretion per IFRS 16		14		5,755			7,410
Office base rent recorded as lease reduction per IFRS 16		14		(21,014	)		(20,031	)
Property acquisition and assessments costs				7,500			-
Interest expense – director's loans		9		-			99,574
Transaction cost – director's loans		9		99,143			74,485

Changes in working capital items
Amounts receivable and other assets				111,745			(102,471	)
Restricted cash				-			(346,484	)
Accounts payable and accrued liabilities				(603,473	)		331,036
Advanced contributions received		7(b,c)		(2,557,383	)		-
Balances due to related parties				(398,366	)		(45,596	)
Net cash provided by (used in) operating activities				(2,813,655	)		5,652,860

Investing activities
Proceeds from disposition of mineral properties				-			1,690
Net cash provided by investing activities				-			1,690

Financing activities
Net proceeds from issuance of common shares pursuant to
a private placement		11(a)		2,769,231			-
Proceeds from director's loan				-			350,000
Net cash provided by financing activities				2,769,231			350,000

Net increase (decrease) in cash				(44,424	)		6,004,550
Cash, beginning balance				5,131,510			370,784
Cash, ending balance				5,087,086			6,375,334

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

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AMARC RESOURCES LTD.

Notes to the Condensed Consolidated Interim Financial Statements.

For the nine months ended December 31, 2023, and 2022

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

1. NATURE AND CONTINUANCE OF OPERATIONS

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, 2023 (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, 2023, the Company had cash of $5,087,086, working capital of $2,222,042, and an accumulated deficit of $69,537,229.

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.

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, 2023. Results for the reporting period ended December 31, 2023 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.sedarplus.ca.

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AMARC RESOURCES LTD.

Notes to the Condensed Consolidated Interim Financial Statements.

For the nine months ended December 31, 2023, and 2022

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

The Board of Directors of the Company authorized these Financial Statements for issuance on February 28, 2024.

(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 British Columbia. The Subco was incorporated for the purposes of entering into an option agreement related to the JOY District. On March 31, 2021, the Subco was dissolved, did not have any assets, liabilities, income or expenses, and all intercompany balances and transactions had been eliminated.

Certain comparative amounts have been reclassified to conform to the presentation adopted in the current period.

(c)	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, 2023.

(d)	Operating segments

The Company operates as a single reportable segment—the acquisition, exploration and development of mineral properties. All assets are held in Canada.

The functional and presentational currency of the Company is the Canadian Dollar (“CAD”).

3. CASH

The Company’s cash is invested in business accounts, which are available on demand by the Company.

4. MARKETABLE SECURITIES

As at December 31, 2023, the fair value of its current holdings was $96,837 (March 31, 2023 - $139,284) and the positive change of fair value adjustment of $42,447 for the period ended December 31, 2023 (December 31, 2022 – positive change of fair value adjustment of $58,638). The marketable securities include 550,000 units (shares and warrants) of Carlyle Commodities Corp., a Canadian public company listed on TSXV Exchange.

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AMARC RESOURCES LTD.

Notes to the Condensed Consolidated Interim Financial Statements.

For the nine months ended December 31, 2023, and 2022

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

As at December 31, 2023, the Company held the following marketable securities:

	Shares/Warrants Held		Cost		Fair Value		Fair Value Increase (Decrease)
	(#)		($)		($)		($)
Carlyle Commodities Corp – Shares		550,000		907,500		66,000		(841,500	)
Carlyle Commodities Corp – Warrants		550,000		727,000		17,000		(710,000	)
Other		1,329,189		14,237		13,837		(400	)
Total		2,429,189		1,648,737		96,837		(1,551,900	)

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, 2023		March 31, 2023
	($)		($)
Sales tax refundable		98,729		199,184
Prepaid		7,877		19,167
		106,606		218,351

7. EXPLORATION AND EVALUATION EXPENSES AND COST RECOVERIES

Below is a summary of the Company’s major exploration property interests, together with the material property transactions.

(a)

IKE District

The IKE Property mineral claims (a subset of the IKE District mineral tenure) carry a net smelter return (“NSR”) royalty obligation of 1%, subject to a $2 million cap and which the Company is able to purchase at any time by payment of the same amount. These claims carry an additional NSR royalty of 2%, subject to the Company retaining the right to purchase up to the entire royalty amount by the payment of up to $4 million. The Company has also agreed to make annual advance royalty payments of $50,000 to the holders of the 2% NSR royalty interest and, upon completion of a positive feasibility study, to issue to these same parties 500,000 common shares.

The Granite Property mineral claims (a subset of the IKE District mineral tenure) are subject to a 2% NSR royalty which can be purchased for $2 million. In addition, there is an underlying 2.5% NSR royalty on certain mineral claims within the Granite Property, which can be purchased at any time for $1.5 million less any amount of royalty already paid.

The entire IKE District is subject to a 1% NSR royalty from mine production capped at a total of $5 million.

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AMARC RESOURCES LTD.

Notes to the Condensed Consolidated Interim Financial Statements.

For the nine months ended December 31, 2023, and 2022

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

(b)

JOY District

In November 2016, the Company entered into a purchase agreement with a private company wholly-owned by one of its directors to purchase 100% of the JOY Property mineral claims (a subset of the JOY District mineral tenure) for the reimbursement of the vendor’s direct acquisition costs of $335,299.

In addition, the Company concluded agreements with each of Gold Fields Toodoggone Exploration Corporation (“GFTEC”) and Cascadero Copper Corporation (“Cascadero”) in mid-2017 pursuant to which the Company can purchase 100% of the PINE Property mineral claims (a subset of the JOY District Mineral tenure).

In October 2018, Amarc acquired a 100% interest in Cascadero’s 49% interest in the PINE Property by completing total cash payments of $1,000,000 and issuing 5,277,778 common shares.

In December 2019, the Company amended the GFTEC Agreement to purchase GFTEC’s 51% interest in the PINE Property. Under the terms of the amendment Amarc purchased outright GFTEC’s 51% interest in the PINE Property by issuing to GFTEC 5,000,000 common shares of the Company. As such, Amarc now holds a 100% interest in the PINE Property mineral claims.

The PINE Property is subject to a 3% underlying NSR royalty payable to a former owner. The Company reached an agreement with the former owner to cap the 3% NSR royalty at $5 million payable from production for consideration totaling $100,000 and 300,000 common shares payable in stages through to January 31, 2019 (completed).

GFTEC retains a 2.5% net profits interest (“NPI”) royalty on mineral claims comprising approximately 96% of the PINE Property, which are subject to a NSR royalty payable to a former owner (“Underlying NSR”) and a 1% NSR royalty on the balance of the claims that are not subject to the Underlying NSR royalty. The NPI royalty can be reduced to 1.25% at any time through the payment to GFTEC of $2.5 million in cash or shares. The NSR royalty can be reduced to 0.5% through the payment to GFTEC of $2.5 million in cash or shares.

In November 2019 Amarc entered into a purchase agreement with two prospectors to acquire 100% of a single mineral claim, called the Paula Property, located internal to the wider JOY District mineral tenure. The claim is subject to a 1% NSR royalty payable from commercial production that is capped at $0.5 million.

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 “Agreement”) 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 Agreement, 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.

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AMARC RESOURCES LTD.

Notes to the Condensed Consolidated Interim Financial Statements.

For the nine months ended December 31, 2023, and 2022

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

To earn an initial 60% interest, Freeport is required to fund $35 million of work expenditures over a 5- year term.

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.

The Company initially records the amounts of contributions received or receivable from Freeport pursuant to the Agreement as a liability (advanced contributions received) in the consolidated statements of financial position, and subsequently reallocates amounts as cost recoveries in the consolidated statements of (income) loss as the Company incurs the related expenditures.

During the nine months ended December 31, 2023, the Company recorded a gross amount of cost recovery of $4,922,827 offsetting the expenditures incurred pursuant to the Agreement.

(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 mineral claims (a subset of the DUKE District mineral tenure) for the reimbursement of the vendor’s direct acquisition costs of $168,996.

DUKE District Agreement with Boliden

On November 22, 2022, the Company announced that it had entered into a Mineral Property Earn-in Agreement (the "Agreement") with Boliden Mineral Canada Ltd. (“Boliden”), a wholly-owned subsidiary of the Boliden Group. Under the terms of the Agreement, Boliden has a two-staged option to earn up to a 70% interest in the DUKE District.

To earn an initial 60% interest Boliden must fund $30 million of exploration and development expenditures within four years of the effective date of the Agreement, of which $5 million is a committed amount to be spent in calendar 2022 and early calendar 2023. Amarc will be the operator during this initial earn-in stage.

Upon earning a 60% interest, Boliden can elect to earn an additional 10% interest in the Duke District, for an aggregate 70% interest, by funding an additional $60 million of exploration and development expenditures at a minimum rate of $10 million per year over the ensuing six years. Once Boliden has earned a 60% interest it will also have the right to become the operator.

Upon Boliden finalizing its earned ownership interest, Amarc and Boliden will form either a 60:40 or 70:30 unincorporated joint venture to further advance the DUKE District. At that stage, each party will be responsible for funding its own pro-rata share of project costs, or be subject to customary equity dilution, converting to a capped royalty if it falls below a 10% participating interest.

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AMARC RESOURCES LTD.

Notes to the Condensed Consolidated Interim Financial Statements.

For the nine months ended December 31, 2023, and 2022

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

The Company initially records the amounts of contributions received or receivable from Boliden pursuant to the Agreement as a liability (Advanced contributions received) in the consolidated statements of financial position, and subsequently recognizes amounts as cost recoveries in the consolidated statements of (income) loss as the Company incurs the related expenditures.

During the nine months ended December 31, 2023, the Company recorded a gross amount of cost recovery of $5,054,064 offsetting the expenditures incurred pursuant to the Agreement.

During the nine month period ended December 31, 2023, the Company earned a fee of $375,000 as the project operator.

DUKE District Capped Royalty

Amarc holds 100% interest in the 722 km² DUKE District which is largely free of any underlying royalty.

On September 5, 2023, Amarc announced that it may acquire 100% interest in a group of mineral claims covering some 2.34 km² subject to a 2% Net Smelter Returns royalty retained by the underlying owner that is capped at $10 million, by issuing 200,000 Amarc shares and making annual cash payments of $5,000 to the Optionor plus funding an annual scholarship for Indigenous students for a period of 10 years in the amount of $20,000 per year (total of 200,000 shares and $250,000 cash).

(d)

Other property transactions

During the year ended March 31, 2020, the Company received a non-refundable payment of US$200,000 (CDN$260,115) pursuant to an option agreement, whereby an arms-length third party optionee agreed to earn an initial 51% interest in the Windfall Project which was comprised of 25 mineral claims located within the IKE District , by spending US$4.2 million of exploration expenditures by October 21, 2022. On May 25, 2021, this option agreement was terminated by mutual consent of both the Company and the optionee.

On December 16, 2020 (the “Closing Date”), the Company closed the sale of its Newton Property, located in south-central BC, to Isaac Mining Corp. (“IMC”), an arms-length private company and a wholly-owned subsidiary of Carlyle Commodities Corp. (“Carlyle”). Pursuant to this sale, the Company received $300,000 in cash from IMC and 5.5 million common shares and 5.5 million warrants of Carlyle as consideration. The 5.5 million common shares were measured at $907,500 based on the fair market value of $0.165 per share on the Closing Date. The 5.5 million warrants were measured at $727,000 using the Black-Scholes option pricing model with the following assumptions: risk free-interest rate – 0.38%; dividend yield – 0.00%; expected volatility – 139.0%; expected life – 4.98 years. As Carlyle consolidated its common shares on a basis of 10 to 1 on September 1, 2022, the 550,000 post-consolidated warrants are exercisable at $5 per warrant until December 8, 2025.

On May 16, 2022, the Company entered into a mineral claims option agreement with an arms-length third party optionor to acquire a 100% interest in and to a property, subject to a 2% NSR royalty in the event of commercial production on the property, payable until $10,000,000 has been paid after which the NSR royalty reduces to 0.5%. The Company paid $100,000 during the year ended March 31, 2023 and shall pay $100,000 on or before May 31, 2023 and each year thereafter to, and including, May 31, 2031 until an aggregate of $1,000,000 has been paid to optionor.

13 | Page

AMARC RESOURCES LTD.

Notes to the Condensed Consolidated Interim Financial Statements.

For the nine months ended December 31, 2023, and 2022

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

8. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

	December 31, 2023		March 31, 2023
	($)		($)
Accounts payable		312,410		944,393
Accrued liabilities		264,980		236,470
Total		577,390		1,180,863

9. DIRECTOR’S LOAN

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. On December 13, 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.

The Company entered into a Second Loan Amendment Agreement dated May 25, 2022, pursuant to which it agreed to a $100,000 increase to the existing Loan (the “Additional Loan”). The Additional Loan is unsecured, bears interest at a rate of 10% per annum and is repayable on or before the earlier of November 26, 2024, the occurrence of a default or on achievement of financing milestones.

In connection with the Additional Loan, the Company issued to the Lender a loan bonus comprising of 1,176,470 common share purchase warrants (the "Bonus Warrants"), each entitling the holder to acquire one common share of the Company until November 26, 2024 at a price of $0.085 per share.

On June 15, 2022, the Company obtained an additional short-term loan (the “Short-term Loan”) of $250,000 with an interest rate of 12% per annum from the Lender.

In January 2023, the Company repaid the Additional Loan and Short-term Loan, including accrued interest accrued to the date of repayment.

The change in the Loan balance is as follows:

	Nine months ended		Year ended
	December 31, 2023		March 31, 2023
	($)		($)
Opening balance		648,005		644,642
Principal advances		-		350,000
Principal repayment		-		(350,000	)
Transaction costs		-		(99,191	)
Amortization of transaction costs		99,143		102,554
Closing balance		747,148		648,005


	Nine months ended		Year ended
	December 31, 2023		March 31, 2023
	($)		($)
Non-current portion		747,148		648,005
Total		747,148		648,005


Finance expenses	Nine months ended December 31,
	2023		2022
	($)		($)
Interest on loan		75,342		99,574
Amortization of transaction costs		99,143		74,485
Total		174,485		174,059

14 | Page

AMARC RESOURCES LTD.

Notes to the Condensed Consolidated Interim Financial Statements.

For the nine months ended December 31, 2023, and 2022

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

10. FLOW THROUGH LIABILITY

During the nine months ended December 31, 2023, the Company issued 15,384,615 flow-through shares at a price of $0.13 per share for gross proceeds of $2,000,000 (the “Financing”) and recognized a flow-through premium liability of $769,231 as the difference between the flow-through share price and the non-flow-through share price in the concurrent offering. During the nine months ended December 31, 2023, the Company did not incur qualifying exploration expenses, subsequent to the Financing. The flow-through premium liability outstanding relating to these flow-through shares is $769,231 as at December 31, 2023.

11. 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 September 8, 2023, 100,000 common shares were issued pursuant to a property agreement at $0.075 per share.

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.

On December 2, 2021, 6,000,000 flow-through shares were issued pursuant to the exercise of warrants for gross proceeds of $300,000.

On December 1, 2023, 15,384,615 flow-through shares were issued pursuant to a flow-through private placement at a price of $0.13 each, totaling $2,000,000.

As at December 31, 2023, the amount of flow-through proceeds remaining to be expended is approximately $2,245,000 (March 31, 2023 - $245,000).

15 | Page

AMARC RESOURCES LTD.

Notes to the Condensed Consolidated Interim Financial Statements.

For the nine months ended December 31, 2023, and 2022

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

On December 1, 2023, 9,615,385 non-flow-through shares were issued pursuant to a non-flow-through private placement at a price of $0.08 each, totaling $769,231.

The BCMETC cannot be claimed by the Company on mineral exploration expenses related to meeting expenditure commitments pursuant to the issue of flow-through shares; however, the BCMETC itself, once received, may be used for any purpose.

As at December 31, 2023, there were 211,702,894 (March 31, 2023 – 186,602,894) Common Shares issued and outstanding.

(b)	Share purchase options

On March 9, 2022, the Company granted 3,480,000 incentive stock options to certain associates to acquire an aggregate of 3,480,000 common shares at $0.12 per share, for a period of three to five years, of which approximately 50% are being granted to insiders (Note 12(a)). All of the options are subject to the required TSXV acceptance and customary vesting provisions over 24 months. The fair value of these options at issue was determined to be $366,912 using the Black-Scholes pricing model and based on the following assumptions: risk-free rate of 1.65%; expected volatility of 139%; underlying market price of $0.12; strike price of $0.12; expiry term of 3 - 5 years; and dividend yield of nil.

On July 8, 2022, the Company entered into an Investor Relations Agreement (the “Agreement”) with Kin Communications Inc. (“Kin”). Pursuant to the Agreement, the Company granted Kin 1,000,000 stock options entitling Kin to purchase 1,000,000 common shares of the Company at a price of $0.11 per share for a period of five years. These options vest in four instalments of 25% each instalment, with the first instalment vesting 90 days after the effective date of the Agreement. The fair value of these options was determined at $88,486 using the Black-Scholes pricing model based on the following assumptions: risk-free rate of 3.21%; expected volatility of 139%; underlying market price of $0.10; strike price of $0.11; expiry term of 5 years; and dividend yield of nil.

On April 11, 2023, the Company granted 520,000 incentive stock options to certain associates to acquire an aggregate of 520,000 common shares at $0.125 per share, for a period of three years, of which 200,000 options were granted to insiders (Note 12(a)). All of the options are subject to the required TSXV acceptance and customary vesting provisions over 24 months. The fair value of these options at issue was determined to be $49,647 using the Black-Scholes pricing model and based on the following assumptions: risk-free rate of 3.56%; expected volatility of 123%; underlying market price of $0.13; strike price of $0.125; expiry term of 3 years; and dividend yield of nil.

The following summarizes changes in the Company’s share purchase options:

	December 31, 2023				March 31, 2023
	Weighted Average Exercise Price		Number of Options		Weighted Average Exercise Price		Number of Options
Beginning balance		0.10		6,480,000		0.09		5,480,000
Granted		0.125		520,000		0.11		1,000,000
Ending balance		0.11		7,000,000		0.10		6,480,000

16 | Page

AMARC RESOURCES LTD.

Notes to the Condensed Consolidated Interim Financial Statements.

For the nine months ended December 31, 2023, and 2022

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

The following summarizes information on the options outstanding and exercisable as at December 31, 2023:

			Weighted Average		Number of		Number of
			Remaining Contractual		Options		Options
Exercise price		Expiry date	Life (periods)		Outstanding		Exercisable

$	0.05	4-Oct-24		0.76		2,000,000		2,000,000
$	0.12	9-Mar-25		1.19		2,580,000		1,720,000
$	0.12	9-Mar-27		3.19		900,000		500,000
$	0.11	8-Jul-27		3.52		1,000,000		1,000,000
$	0.125	11-Apr-26		2.28		520,000		156,000
				1.74		7,000,000		5,376,000

(c)

Share purchase warrants

The following common summarizes changes in the Company’s share purchase warrants:

	December 31, 2023				March 31, 2023
	Weighted Average Exercise Price		Number of Warrants		Weighted Average Exercise Price		Number of Warrants
Beginning balance		0.06		6,176,470		0.05		5,000,000
Granted pursuant to the Loan (Note 9)				–		0.085		1,176,470
Granted pursuant to a private placement		0.08		4,807,693				–
Ending balance		0.07		10,984,163		0.06		6,176,470

(i) 2019 loan bonus warrants

In December 2019, 16,000,000 share purchase warrants were issued pursuant to the Loan (Note 9). 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.

(ii) 2022 loan bonus warrants

In June 2022, 1,176,470 share purchase warrants were issued pursuant to the Loan (Note 9). The fair value of these warrants at issue was determined to be $99,191 at $0.085 per warrant using the Black-Scholes pricing model and based on the following assumptions: risk-free rate of 3.28%; expected volatility of 138%; underlying market price of $0.11; strike price of $0.085; expiry term of 2.45 years; and dividend yield of nil.

17 | Page

AMARC RESOURCES LTD.

Notes to the Condensed Consolidated Interim Financial Statements.

For the nine months ended December 31, 2023, and 2022

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

(iii) 2023 non-flow-through warrants

In December 2023, 4,807,693 share purchase warrants were issued pursuant to a non-flow-through private placement. The share purchase warrants have a strike price of $0.08, an expiry term of 5 years, and are subject to a blocker term that prohibits exercise of the warrants to the extent the holder would as a result of any exercise exceed 19.99% of the issued shares.

12. RELATED PARTY TRANSACTIONS

	December 31, 2023		March 31, 2023
Balances due to related parties	($)		($)
Hunter Dickinson Services Inc.		93,859		327,348
Robert Dickinson (interest payable)		25,205		190,082
United Mineral Services Ltd.		7,586		7,586
Thomas Wilson (CFO fees)		5,496		5,496
Total		132,146		530,512

(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 month period ended December 31, 2023 and 2022, 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 12(b)).

During the nine month period ended December 31, 2023, the Company recorded share-based compensation expense of $35,037 (December 31, 2022 - $64,046) in relation to 1,950,000 (December 31, 2022 – 1,750,000) stock options issued to directors and officers of the Company in the prior year (Note 10 (b)).

During the nine month period ended December 31, 2023, the Company incurred fees totaling $47,107 (2022 -$27,000) in respect of services provided by the Chief Financial Officer.

During the nine month period ended December 31, 2023, the Company incurred fees totaling $159,165 (2022 - $41,461) in respect of geological services provided by the VP Exploration.

(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.

18 | Page

AMARC RESOURCES LTD.

Notes to the Condensed Consolidated Interim Financial Statements.

For the nine months ended December 31, 2023, and 2022

(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 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,
	2023		2022
*(rounded to the nearest thousand CAD)*	($)		($)
Services received from HDSI and as requested by the Company		923,000		686,000
Information technology – infrastructure and support services		45,000		45,000
Office rent		32,000		43,000
Reimbursement, at cost, of third-party expenses
incurred by HDSI on behalf of the Company		222,000		120,000
Total		1,222,000		894,000

(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. During the nine month period ended December 31, 2023, the Company incurred fees of $14,340 (2022 - $nil) in respect of geological services provided by UMS.

19 | Page

AMARC RESOURCES LTD.

Notes to the Condensed Consolidated Interim Financial Statements.

For the nine months ended December 31, 2023, and 2022

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

13. SUPPLEMENTARY INFORMATION TO THE CONSOLIDATED STATEMENTS OF LOSS

(a)	Salaries, fees and benefits

Salaries, fees and benefits included in exploration and evaluation expenses and administration expenses are as follows:

	Nine months ended December 31,
	2023		2022
Salaries, fees and benefits	($)		($)
Exploration and evaluation expenses		3,834,000		4,494,000
Administration expenses		241,000		172,000
		4,075,000		4,666,000

	⁽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,
	2023		2022
	($)		($)
Salaries and Benefits		235,000		171,000
Data processing and retention		17,000		11,000
Insurance		22,000		22,000
Other office expenses		22,000		15,000
		296,000		219,000

⁽¹⁾ rounded to the nearest thousand dollar

14. 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.

20 | Page

AMARC RESOURCES LTD.

Notes to the Condensed Consolidated Interim Financial Statements.

For the nine months ended December 31, 2023, and 2022

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

Right-of-use asset

A summary of the changes in the right-of-use asset for the nine month period ended December 31, 2023 and the year ended March 31, 2023 are as follows:

Right-of-use-asset	($)
Balance at March 31, 2022		82,384
Amortization		(20,176	)
Balance at March 31, 2023		62,208
Amortization		(15,132	)
Balance at December 31, 2023		47,076

Lease liability

On May 1, 2021, the Company entered into the 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 month period ended December 31, 2023 and the year ended March 31, 2023 are as follows:

Lease liability	($)
Balance at March 31, 2022		90,028
Lease payment – base rent portion		(26,745	)
Lease liability – accretion expense		9,620
Balance as at Mach 31, 2023		72,903
Current portion		20,696
Long-term portion		52,207

Lease liability	($)
Balance at March 31, 2023		72,903
Lease payment – base rent portion		(21,014	)
Lease liability – accretion expense		5,755
Balance as at December 31, 2023		57,644
Current portion		22,754
Long-term portion		34,890

21 | Page

AMARC RESOURCES LTD.

Notes to the Condensed Consolidated Interim Financial Statements.

For the nine months ended December 31, 2023, and 2022

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

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

Future lease payments (base rent portion only)	($)
Fiscal 2024 (January 1, 2024 to March 31, 2024)		7,041
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		65,718
Less: imputed interest		(8,074	)
Lease liability as at December 31, 2023		57,644

15. FINANCIAL RISK MANAGEMENT

(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 ongoing expenditures and suitable business opportunities as they arise.

The Company considers the components of shareholders’ equity as well as its cash 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.

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, which are readily convertible into known amounts of cash.

The Company is not subject to any imposed equity requirements.

There were no changes to the Company’s approach to capital management during the nine month period ended December 31, 2023.

(b)

Carrying amounts and fair values of financial instruments

The Company’s marketable securities are carried at fair value based on quoted prices in active markets.

As at December 31, 2023 and March 31, 2023, the carrying values of the Company’s financial assets and financial liabilities approximate their fair values.

(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 of Directors approves and monitors the risk management processes, inclusive of documented treasury policies, counterparty limits, and controlling and reporting structures. The type of risk exposure and the way in which such exposure is managed is provided as follows:

22 | Page

AMARC RESOURCES LTD.

Notes to the Condensed Consolidated Interim Financial Statements.

For the nine months ended December 31, 2023, and 2022

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

Credit risk

Credit risk is the risk of potential loss to the Company if a counterparty to a financial instrument fair to meet its contractual obligations. The Company’s credit risk is primarily attributable to its liquid financial assets, including cash, and amounts receivable and other assets. The carrying values of these financial assets represent the Company’s maximum exposure to credit risk.

The Company limits the exposure to credit risk by only investing its cash in high-credit quality financial institutions in business and savings accounts, which are available on demand by the Company for its programs.

Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or other financial assets. 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.

The Company has sufficient cash to meet its commitments associated with its financial liabilities in the near term, other than the amounts payable to related parties.

Interest rate risk

The Company is subject to interest rate risk with respect to its investments in cash. The Company’s policy is to invest cash at variable rates of interest and cash reserves are to be maintained in cash in order to maintain liquidity, while achieving a satisfactory return for shareholders. Fluctuations in interest rates when cash matures impact interest income earned.

As at December 31, 2023 and March 31, 2023, the Company’s exposure to interest rate risk was nominal.

Price risk

Equity price risk is defined as the potential adverse impact on the Company’s earnings due to movements in individual equity prices or general movements in the level of the stock market. The Company is subject to price risk in respect of its investments in marketable securities.

As at December 31, 2023 and March 31, 2023, the Company’s exposure to price risk was not significant in relation to these Financial Statements.

23 | Page

nullnullnull

Cover	9 Months Ended
Cover	Dec. 31, 2023
Cover [Abstract]
Entity Registrant Name	AMARC RESOURCES LTD.
Entity Central Index Key	0001175596
Document Type	6-K
Amendment Flag	false
Current Fiscal Year End Date	--03-31
Document Period End Date	Dec. 31, 2023
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2024
Entity Ex Transition Period	false
Entity File Number	000-49869
Entity Incorporation State Country Code	Z4
Entity Address Address Line 1	14th Floor – 1040 W. Georgia Street
Entity Address Address Line 2	1040 West Georgia Street
Entity Address City Or Town	Vancouver
Entity Address Postal Zip Code	V6E 4H1
City Area Code	604
Local Phone Number	561-2873
Entity Address Country	CA

Condensed Interim Consolidated Statements of Financial Position - CAD ($)	Dec. 31, 2023	Mar. 31, 2023
Current assets
Cash	$ 5,087,086	$ 5,131,510
Amounts receivable and other assets	106,606	218,351
Marketable securities	96,837	139,284
Total Current Assets	5,290,529	5,489,145
Non-current assets
Restricted cash	539,834	539,834
Right-of-use asset	47,076	62,208
Total assets	5,877,439	6,091,187
Current liabilities
Accounts payable and accrued liabilities	577,390	1,180,863
Advanced contributions received	1,566,966	4,124,349
Balance due to related parties	132,146	530,512
Flow through liability	769,231	0
Lease liability	22,754	20,696
Total current liabilities	3,068,487	5,856,420
Non-current liabilities
Director's loan	747,148	648,005
Lease Liability	34,890	52,207
Total liabilities	3,850,525	6,556,632
Shareholders' equity
Share capital	67,236,421	65,228,921
Reserves	4,327,722	4,289,896
Accumulated deficit	(69,537,229)	(69,984,263)
Stockholders' Equity	2,026,914	(465,446)
Total liabilities and shareholders' equity	$ 5,877,439	$ 6,091,186

Condensed Interim Consolidated Statements of Income (Unaudited) - CAD ($)	3 Months Ended		9 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Expenses
Exploration and evaluation	$ 1,712,024	$ 2,123,387	$ 9,182,161	$ 10,714,921
Assays and analysis	245,484	305,763	1,120,316	415,664
Drilling	0	269,277	0	3,226,200
Environmental	23,370	0	58,506	0
Equipment rental	125,158	0	290,826	0
Freight	11,683	0	59,693	0
Geological, including geophysical	843,426	347,680	3,301,642	1,267,004
Graphics	3,575	0	24,305	0
Helicopter and fuel	13,446	52,175	1,487,096	2,034,154
Property acquisition and assessments costs	66,946	64,170	193,998	170,708
Site activities	176,183	788,096	2,077,330	2,955,128
Socioeconomic	103,795	198,089	225,217	437,866
Technical data	50,335	45,415	81,823	67,915
Travel and accommodation	48,623	52,722	261,409	140,282
Administration	343,252	212,667	794,633	559,603
Legal, accounting and audit	55,131	7,623	89,866	35,137
Office and administration	103,763	81,228	296,929	219,335
Rent	13,721	4,640	40,975	22,275
Shareholder communication	83,014	102,200	225,069	217,489
Travel and accommodation expense	66,166	16,400	90,623	38,852
Trust and regulatory	21,457	576	51,171	26,515
Equity-settled share-based compensation	26,758	13,236	80,273	116,376
Cost recoveries	(2,713,983)	(3,090,775)	(9,992,051)	(16,103,562)
Loss (income) before other items	445,510	(741,485)	1,142,475	(4,712,662)
Other items
Finance income	(72,612)	(47,188)	(249,553)	(51,339)
Interest expense - director's loans	25,205	35,574	75,342	99,574
Accretion expense - office lease	1,764	2,343	5,755	7,410
Other fee income	0	(175,501)	(460,000)	(960,882)
Amortization of right-of-use asset	5,044	5,044	15,132	15,132
Transaction cost - director's loans	35,573	26,726	99,143	74,485
Loss on sales of marketable securities	0	0	0	2,429
Foreign exchange loss	1,583	788	2,132	2,424
Net income	(635,392)	(893,699)	(447,033)	(5,523,429)
Other comprehensive (income) loss
Change in value of marketable securities	(14,495)	(82,536)	42,447	58,638
Total other comprehensive income	$ (649,887)	$ (976,235)	$ (404,586)	$ (5,464,791)
Basic and diluted income per share	$ (0.00)	$ (0.00)	$ (0.00)	$ (0.03)
Weighted average number of common shares outstanding	195,126,807	186,602,894	189,462,894	186,602,894

Condensed Interim Consolidated Statements of Comprehensive Income (Loss) (unaudited)	3 Months Ended		9 Months Ended
	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)
Condensed Interim Consolidated Statements of Income (Unaudited)
Net income	$ 635,392	$ 893,699	$ 447,033	$ 5,523,429
Other comprehensive income (loss):
Revaluation of marketable securities	14,495	82,536	(42,447)	(58,638)
Total other comprehensive income (loss)	14,495	82,536	(42,447)	(58,638)
Comprehensive income	$ 649,887	$ 976,235	$ 404,586	$ 5,464,791

Condensed Interim Consolidated Statements of Changes in Equity	CAD ($)	USD ($)	Number of Common Shares CAD ($) shares	Share-based payments reserve CAD ($)	Investment revaluation reserve CAD ($)	Share warrants reserve CAD ($)	Deficit CAD ($)
Balance, amount at Mar. 31, 2022	$ (628,423)		$ 65,228,921	$ 2,386,230	$ (1,327,802)	$ 3,035,907	$ (69,951,679)
Balance, shares at Mar. 31, 2022 \| shares			186,602,894
Statement [Line Items]
Net income for the period	5,523,429		$ 0	0	0	0	5,523,429
Other comprehensive loss for the period	(58,638)		0	0	(58,638)	0	0
Total comprehensive loss	5,464,791	$ 5,464,791	0	0	(58,638)	0	5,523,429
Issuance of share purchase warrants	99,191		0	0	0	99,191	0
Equity-settled share-based compensation	116,376		$ 0	116,376	0	0	0
Equity-settled share-based compensation	116,376
Balance, shares at Dec. 31, 2022 \| shares			186,602,894
Balance, amount at Dec. 31, 2022	5,051,935		$ 65,228,921	2,502,606	(1,386,440)	3,135,098	(64,428,250)
Balance, amount at Mar. 31, 2023	(465,446)		$ 65,228,921	2,650,490	(1,495,692)	3,135,098	(69,984,262)
Balance, shares at Mar. 31, 2023 \| shares			186,602,894
Statement [Line Items]
Net income for the period	447,033		$ 0	0	0	0	447,033
Other comprehensive loss for the period	(42,447)		0	0	(42,447)	0	0
Total comprehensive loss	404,586	$ 404,586	$ 0	0	(42,447)	0	447,033
Issuance of common shares pursuant to property agreement, shares \| shares			100,000
Issuance of common shares pursuant to property agreement, amount	7,500		$ 7,500	0	0	0	0
Issuance of common shares pursuant to a non-flow-through private placement, shares \| shares			9,615,385
Issuance of common shares pursuant to a non-flow-through private placement, amount	769,231		$ 769,231	0	0	0	0
Issuance of common shares pursuant to a flow-through private placement, shares \| shares			15,384,615
Issuance of common shares pursuant to a flow-through private placement, amount	2,000,000		$ 2,000,000	0	0	0	0
Flow-through share premium liability	(769,231)		(769,231)	0	0	0	0
Equity-settled share-based compensation	80,273		$ 0	80,273	0	0	0
Balance, shares at Dec. 31, 2023 \| shares			211,702,894
Balance, amount at Dec. 31, 2023	$ 2,026,914		$ 67,236,421	$ 2,730,763	$ (1,538,139)	$ 3,135,098	$ (69,537,229)

Condensed Interim Consolidated Statements of Cash Flows - CAD ($)	9 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Operating activities
Net income for the period	$ 447,033	$ 5,523,429
Adjustments for:
Amortization of right-of-use asset	15,132	15,132
Equity-settled share-based compensation	80,273	116,376
Office lease accretion per IFRS 16	5,755	7,410
Office base rent recorded as lease reduction per IFRS 16	(21,014)	(20,031)
Property acquisition and assessments costs	7,500	0
Interest expense - director's loans	0	99,574
Transaction cost - director's loans	99,143	74,485
Changes in working capital items
Amounts receivable and other assets	111,745	(102,471)
Restricted cash	0	(346,484)
Accounts payable and accrued liabilities	(603,473)	331,036
Advanced contributions received	(2,557,383)	0
Balances due to related parties	(398,366)	(45,596)
Net cash provided by (used in) operating activities	(2,813,655)	5,652,860
Investing activities
Proceeds from disposition of mineral properties	0	1,690
Net cash provided by investing activities	0	1,690
Financing activities
Net proceeds from issuance of common shares pursuant to a private placement	2,769,231	0
Proceeds from director's loan	0	350,000
Net cash provided by financing activities	2,769,231	350,000
Net increase (decrease) in cash	(44,424)	6,004,550
Cash, beginning balance	5,131,510	370,784
Cash, ending balance	$ 5,087,086	$ 6,375,334

Nature And Continuance Of Operations

9 Months Ended

Dec. 31, 2023

Nature And Continuance Of Operations

Nature And Continuance Of Operations

1. NATURE AND CONTINUANCE OF OPERATIONS

Significant Accounting Policies

9 Months Ended

Dec. 31, 2023

Significant Accounting Policies

Significant Accounting Policies

2. SIGNIFICANT ACCOUNTING POLICIES

(a)

Statement of compliance

The Board of Directors of the Company authorized these Financial Statements for issuance on February 28, 2024.

(b)	Basis of presentation and consolidation

Certain comparative amounts have been reclassified to conform to the presentation adopted in the current period.

(c)	Significant accounting estimates and judgements

(d)	Operating segments

The Company operates as a single reportable segment—the acquisition, exploration and development of mineral properties. All assets are held in Canada.

The functional and presentational currency of the Company is the Canadian Dollar (“CAD”).

Cash

9 Months Ended

Dec. 31, 2023

Cash

Cash

3. CASH

The Company’s cash is invested in business accounts, which are available on demand by the Company.

Marketable Securities

9 Months Ended

Dec. 31, 2023

Marketable Securities

Marketable Securities

4. MARKETABLE SECURITIES

As at December 31, 2023, the Company held the following marketable securities:

	Shares/Warrants Held		Cost		Fair Value		Fair Value Increase (Decrease)
	(#)		($)		($)		($)
Carlyle Commodities Corp – Shares		550,000		907,500		66,000		(841,500	)
Carlyle Commodities Corp – Warrants		550,000		727,000		17,000		(710,000	)
Other		1,329,189		14,237		13,837		(400	)
Total		2,429,189		1,648,737		96,837		(1,551,900	)

Restricted Cash

9 Months Ended

Dec. 31, 2023

Restricted Cash

Restricted Cash

5. RESTRICTED CASH

Amounts Receivable and Other Assets

9 Months Ended

Dec. 31, 2023

Amounts Receivable and Other Assets

Amounts Receivable and Other Assets

6. AMOUNTS RECEIVABLE AND OTHER ASSETS

	December 31, 2023		March 31, 2023
	($)		($)
Sales tax refundable		98,729		199,184
Prepaid		7,877		19,167
		106,606		218,351

Exploration and Evaluation Expenses and Cost Recoveries

9 Months Ended

Dec. 31, 2023

Exploration and Evaluation Expenses and Cost Recoveries

Exploration and Evaluation Expenses and Cost Recoveries

7. EXPLORATION AND EVALUATION EXPENSES AND COST RECOVERIES

Below is a summary of the Company’s major exploration property interests, together with the material property transactions.

(a)

IKE District

The entire IKE District is subject to a 1% NSR royalty from mine production capped at a total of $5 million.

(b)

JOY District

In October 2018, Amarc acquired a 100% interest in Cascadero’s 49% interest in the PINE Property by completing total cash payments of $1,000,000 and issuing 5,277,778 common shares.

JOY District Agreement with Freeport

To earn an initial 60% interest, Freeport is required to fund $35 million of work expenditures over a 5- year term.

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.

During the nine months ended December 31, 2023, the Company recorded a gross amount of cost recovery of $4,922,827 offsetting the expenditures incurred pursuant to the Agreement.

(c)

DUKE District

DUKE District Agreement with Boliden

During the nine months ended December 31, 2023, the Company recorded a gross amount of cost recovery of $5,054,064 offsetting the expenditures incurred pursuant to the Agreement.

During the nine month period ended December 31, 2023, the Company earned a fee of $375,000 as the project operator.

DUKE District Capped Royalty

Amarc holds 100% interest in the 722 km² DUKE District which is largely free of any underlying royalty.

(d)

Other property transactions

Accounts Payable and Accrued Liabilities

9 Months Ended

Dec. 31, 2023

Accounts Payable and Accrued Liabilities

Accounts Payable and Accrued Liabilities

8. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

	December 31, 2023		March 31, 2023
	($)		($)
Accounts payable		312,410		944,393
Accrued liabilities		264,980		236,470
Total		577,390		1,180,863

Directors Loans

9 Months Ended

Dec. 31, 2023

Directors Loans

Directors Loan

9. DIRECTOR’S LOAN

On June 15, 2022, the Company obtained an additional short-term loan (the “Short-term Loan”) of $250,000 with an interest rate of 12% per annum from the Lender.

In January 2023, the Company repaid the Additional Loan and Short-term Loan, including accrued interest accrued to the date of repayment.

The change in the Loan balance is as follows:

	Nine months ended		Year ended
	December 31, 2023		March 31, 2023
	($)		($)
Opening balance		648,005		644,642
Principal advances		-		350,000
Principal repayment		-		(350,000	)
Transaction costs		-		(99,191	)
Amortization of transaction costs		99,143		102,554
Closing balance		747,148		648,005

Flow Through Liability

9 Months Ended

Dec. 31, 2023

Flow Through Liability

FLOW THROUGH LIABILITY

10. FLOW THROUGH LIABILITY

Share Capital and Reserves

9 Months Ended

Dec. 31, 2023

Share Capital and Reserves

Share Capital and Reserves

11. SHARE CAPITAL AND RESERVES

(a)	Authorized and outstanding share capital