Amarc Resources (AXREF) 6-K Condensed Interim Financial Statements

AMARC RESOURCES LTD.

CONDENSED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED JUNE 30, 2012 AND 2011

(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.

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

		June 30,			March 31,
		2012			2012
ASSETS
Current assets
Cash and cash equivalents	$	11,269,102		$	15,475,104
Amounts receivable and other assets (note 4)		1,934,334			1,574,196
Marketable securities (note 5)		75,800			135,675
		13,279,236			17,184,975
Non-current assets
Restricted cash		246,307			246,142
Amounts receivable (note 4)		1,212,554			743,554
Mineral properties and equipment (note 6)		1,578			1,723
		1,460,439			991,419
	$	14,739,675		$	18,176,394
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued liabilities	$	460,268		$	823,934
Balances due to related party (note 8(a))		184,021			6,770
Flow-through share premium		–			130,000
		644,289			960,704
Shareholders' equity
Share capital (note 7)		58,744,810			58,740,910
Reserves		4,663,417			4,558,027
Accumulated deficit		(49,312,841	)		(46,083,247	)
		14,095,386			17,215,690
Subsequent events (notes 4 and 10)
	$	14,739,675		$	18,176,394

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

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

Amarc Resources Ltd.
Condensed Interim Statements of Comprehensive Loss
(Unaudited - Expressed in Canadian Dollars, except for share information)

		Three months ended June 30
		2012			2011
Expenses
Exploration	$	2,737,089		$	251,893
Assays and analysis		279,253			20,859
Drilling		859,034			–
Equipment rental		126,556			20,633
Geological		283,100			106,919
Graphics		4,126			4,926
Helicopter		114,082			–
Property fees and assessments		14,090			–
Site activities		855,067			55,013
Socio economic		157,012			37,162
Travel and accommodation		44,769			6,381
Administration		498,308			310,924
Depreciation		145			15,433
Legal, accounting and audit		2,056			11,565
Office and administration		430,911			245,952
Shareholder communication		45,649			29,513
Travel		16,742			6,343
Trust and filing		2,805			2,118
Share based payments		165,265			–
Share based payments - exploration-related		63,466			–
Share based payments - administration-related		101,799			–
		3,400,662			562,817
Other items
Interest income		(40,417	)		(21,237	)
Flow-through share premium		(130,000	)		(45,000	)
Gain on sale of mineral property		–			(679,050	)
Operator's fees		–			(1,067	)
Foreign exchange loss (gain)		(651	)		99
Loss (gain) for the period	$	3,229,594		$	(183,438	)
Other comprehensive loss (income):
Revaluation of available-for-sale financial assets		59,875			(47,000	)
Comprehensive loss (gain) for the period	$	3,289,469		$	(230,438	)
Basic and diluted loss (gain) per common share	$	0.02		$	(0.00	)
Weighted average number of common shares outstanding		138,580,764			102,728,896

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

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

		Three months ended June 30
Cash provided by (used in):		2012			2011
Operating activities
Loss for the period	$	(3,229,594	)	$	183,438
Adjustments for:
Common shares issued, included in exploration expenses		3,900			–
Depreciation (note 6)		145			15,433
Share based payments		165,265			–
Flow-through share premium		(130,000	)		(45,000	)
Interest and other income		(40,417	)		(21,237	)
Unrealized foreign exchange		–			99
Changes in working capital items
Amounts receivable and other assets		(818,489	)		425,077
Related party balances		177,251			(31,899	)
Accounts payable and accrued liabilities		(363,666	)		26,563
Net cash provided by (used in) operating activities		(4,235,605	)		552,474
Investing activities
Restricted cash		–			(5,000	)
Interest income		29,603			21,237
Net cash provided by investing activities		29,603			16,237
Net increase in cash and cash equivalents		(4,206,002	)		568,711
Cash and cash equivalents, beginning of the period		15,475,104			6,811,177
		11,269,102			7,379,888
Effect of exchange rate fluctuations on cash held		–			(99	)
Cash and cash equivalents, end of the period	$	11,269,102		$	7,379,789
Components of cash and cash equivalents are as follows:
Cash	$	11,269,102		$	7,379,789
Supplementary cash flow information:
Interest received	$	29,603		$	21,237
Non cash financing activities:
Common shares issued included in exploration expenses	$	3,900		$	–

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

Amarc Resources Ltd.
CondensedInterimStatements ofChanges in Equity
(Unaudited - Expressed in Canadian Dollars)

		Share capital		Reserves
				Share based		Share		Investment
				payments		warrants		revaluation
		Amount		reserve		reserve		reserve			Deficit			Total
Balance at April 1, 2011	$	45,482,087	$	870,267	$	982,110	$	65,749		$	(38,510,486	)	$	8,889,727
Revaluation of available-for-sale financial assets		–		–		–		47,000			–			47,000
Gain for the period		–		–		–		–			183,438			183,438
Balance at June 30, 2011	$	45,482,087	$	870,267	$	982,110	$	112,749		$	(38,327,048	)	$	9,120,165
Balance at April 1, 2012	$	58,740,910	$	1,666,133	$	2,811,220	$	80,674		$	(46,083,247	)	$	17,215,690
Revaluation of available-for-sale financial assets		–		–		–		(59,875	)		–			(59,875	)
Share based payments		–		165,265		–		–			–			165,265
Issuance of common shares for purchase of exploration and evaluation assets		3,900		–		–		–			–			3,900
Loss for the period		–		–		–		–			(3,229,594	)		(3,229,594	)
Balance at June 30, 2012	$	58,744,810	$	1,831,398	$	2,811,220	$	20,799		$	(49,312,841	)	$	14,095,386

Theaccompanying notes are anintegral part of thesecondensed interimfinancialstatements.

Amarc Resources Ltd.

Notes to Condensed Interim Financial Statements

For the three months ended June 30, 2012 and 2011

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

1.	NATURE OF OPERATIONS AND CONTINUANCE OF OPERATIONS
	Amarc Resources Ltd. (the "Company" or "Amarc") is incorporated under the laws of the province of British Columbia, and its principal business activity is the acquisition and exploration of mineral properties. Its principal mineral property interests are located in British Columbia.
2.	BASIS OF PREPARATION

(a)	Statement of compliance
	These condensed interim financial statements have been prepared in accordance with IAS 34, Interim Financial Reporting. Selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in financial position and results of operations of the Company since the last annual financial statements of the Company as at and for the year ended March 31, 2012 which were prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS") and which are publicly available atwww.sedar.com. These condensed interim financial statements do not include all the information required for full annual financial statements prepared in accordance with IFRS.
(b)	Judgements and estimates
	The preparation of interim financial statements in conformity with IAS 34 requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses. Actual results may differ from such estimates.
	In preparing these condensed interim financial statements, significant judgements made by management in applying the Company's accounting policies and the key sources of estimation uncertainty were the same as those applied to the financial statements as at and for the year ended March 31, 2012.
	Certain comparative amounts have been reclassified to conform to the presentation adopted in the current year.
(c)	Authority for issuance
	A committee of the Board of Directors of the Company authorized these condensed interim financial statements on August 23, 2012 for issuance.

Amarc Resources Ltd.

Notes to Condensed Interim Financial Statements

For the three months ended June 30, 2012 and 2011

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

3.	SIGNIFICANT ACCOUNTING POLICIES
	Except as described below, the accounting policies applied by the Company in these condensed interim financial statements are the same as those applied by the Company in its financial statements as at and for the year ended March 31, 2012.
	The following change in accounting policy is expected to be reflected in the Company's financial statements as at and for the year ending March 31, 2013.
	Effective April 1, 2012, the Company adopted amendments to IFRS 7, Financial Instruments Disclosures, and the amendments to IAS 12, Income Taxes, that were issued by the IASB. The application of these new and revised IFRS has not had any material impact on the amounts reported for the current and prior years but may affect the accounting for future transactions or arrangements.
4.	AMOUNTS RECEIVABLE AND OTHER ASSETS

		June 30,		March 31,
		2012		2012
Current
British Columbia Mineral Exploration Tax Credit ("METC")	$	1,013,817	$	1,013,817
Value added taxes refundable		835,303		441,235
Prepaid insurance		44,574		79,263
Other receivables and prepaid expenses		40,640		39,881
Total current	$	1,934,334	$	1,574,196
Non-current
British Columbia Mineral Exploration Tax Credit	$	1,212,554	$	743,554

	Subsequent to June 30, 2012, the current portion of British Columbia METC was received by the Company.
5.	MARKETABLE SECURITIES
	As at June 30, 2012 and March 31, 2012 the Company held common shares in several public and private companies. These marketable securities were classified as available–for–sale securities with aggregate acquisition costs of $55,001 (March 31, 2012 – $55,001). The estimated fair value of these securities based on securities exchange quotes was $75,800 (March 31, 2012 – $135,675).

Amarc Resources Ltd.

Notes to Condensed Interim Financial Statements

For the three months ended June 30, 2012 and 2011

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

6. MINERAL PROPERTIES AND EQUIPMENT

		Mineral		Site		Computer		Total
		properties		equipment		equipment
Cost
Balance at April 1, 2011	$	2	$	45,498	$	30,607	$	76,107
Additions during the year		–		1,230		–		1,230
Balance at March 31, 2012		2		46,728		30,607		77,337
Additions during the period		–		–		–		–
Balance at June 30, 2012	$	2	$	46,728	$	30,607	$	77,337
Accumulated Depreciation
Balance at April 1, 2011	$	–	$	29,040	$	19,552	$	48,592
Depreciation for the year		–		15,967		11,055		27,022
Balance at March 31, 2011		–		45,007		30,607		75,614
Depreciation for the period		–		145		–		145
Balance at June 30, 2012	$	–	$	45,152	$	30,607	$	75,759
Net Carrying Values
At March 31, 2012	$	2	$	1,721	$	–	$	1,723
At June 30, 2012	$	2	$	1,576	$	–	$	1,578

(a)	Newton Property
	In August 2009, the Company entered into an agreement ("Newton Agreement") with Newton Gold Corp. ("Newton Gold") (at that time named New High Ridge Resources Inc.), whereby the Company acquired the right to earn an 80% interest in the Newton property by making certain cash and share payments to the underlying owners and funding $4,940,000 in exploration expenditures over a specified period.
	The agreement with Newton Gold was subject to an underlying option agreement ("Underlying Agreement") with arm's length parties, whereby Newton Gold had the right to acquire a 100% undivided interest in all the claims held under that Underlying Agreement through a series of staged payments and share issuances (which payments and share issuances have been completed), in addition to the required exploration expenditures (which have also been completed). All the conditions in the Newton Agreement were met in May 2011, and the Company's 80% interest in the Newton property then vested. Amarc entered into the Newton Joint Venture Agreement (the "Newton JV Agreement") with Newton Gold. In June 2011, the Company and Newton Gold agreed to incorporate adjacent mineral claims then held by the Company into the Newton JV Agreement. The Company recorded a gain of $679,050 on this transaction, as the Company's expenditures on these adjacent mineral claims had previously been expensed.

Amarc Resources Ltd.

Notes to Condensed Interim Financial Statements

For the three months ended June 30, 2012 and 2011

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

	On March 1, 2012, Newton Gold ceased its pro-rata funding of the Newton Joint Venture. Consequently, expenditures on the properties subject to the Newton JV Agreement on or subsequent to March 1, 2012 are on the account of the Company.
	In May 2012, subsequent to the year end, the Newton JV Agreement was terminated and the 20% participating interest of Newton Gold was converted to a 5% net profits interest. Accordingly, Amarc holds a 100% interest in the Newton Property.
	The mineral claims defined in the underlying option agreement to the Newton Agreement are subject to a 2% net smelter returns royalty ("NSR"), which royalty may be purchased at any time by Amarc for $2,000,000. Advance royalty payments of $25,000 per annum commenced on January 1, 2011.
(b)	Galileo and Hubble Properties
	Amarc owns a 100% interest in the approximately 970 square kilometre Galileo and Hubble properties, which are located within the Blackwater district, located approximately 120 kilometres southwest of Vanderhoof, BC.
	In December 2011, Amarc purchased the 70 square kilometre Hubble East exploration property for $50,000 cash and 80,000 common shares of Amarc. The cash payment and the share issuance were completed in January 2012.

(c)	Blackwater South Property
	In September 2011, the Company entered into an Option Agreement with an individual (the "Optionor"), whereby the Company was granted an option to acquire an undivided 100% interest in the Blackwater South property, which is located in the Omineca Mining Division, British Columbia, by making cash payments of $35,000 and issuing 140,000 common shares in tranches over a two year period. The Company must also expend a minimum of $50,000 in exploration expenditures prior to October 20, 2013, and a further $50,000 must be expended prior to October 20, 2014. The Optionor will retain a net smelter returns royalty ("NSR") of 2%. By making a cash payment of $1,000,000 at any time, the Company may purchase one half of the royalty (1%) and cap the remaining 1% royalty at $5,000,000.
	To June 30, 2012, the Company had paid $5,000 and issued 20,000 shares to the Optionor, and had incurred approximately $42,000 in exploration expenditures on the Blackwater South property.
(d)	Tulox Property
	The Tulox property (the "Property") was acquired by the Company in stages by staking between 2005 to 2007.
	In April 2009, the Company entered into an agreement with Tulox Resources Inc. ("Tulox") (formerly named Sitec Ventures Corp.), and amended the agreement on March 23, 2010 and July 27, 2010, whereby Tulox may acquire a 50% interest in the Property for consideration of 1,525,000 Tulox common shares and by incurring $1,000,000 in expenditures on the Property over three years. Under this agreement, Tulox may acquire a 100% interest by issuing an additional 1,100,000 of its common shares to Amarc and by incurring a further $1,000,000 in expenditures on the property on or before August 1, 2013.

Amarc Resources Ltd.

Notes to Condensed Interim Financial Statements

For the three months ended June 30, 2012 and 2011

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

	In July 2011, Tulox assigned the option agreement to a subsidiary company, Newlox Gold Ventures Corp. ("Newlox"), as part of a corporate reorganization and Newlox entered into an amended option agreement with Amarc, which was further amended in December 2011. Pursuant to the latest amendments, Newlox can acquire a 100% interest in the Property by spending $2,000,000 on the Property and issuing 2,325,000 common shares in its capital to Amarc, in tranches ending December 2014.
	To June 30, 2012, the Company had received $10,000 cash and 775,000 Tulox common shares under the agreements and a further 225,000 Newlox common shares under the amended option agreement. The agreement is subject to certain conditions including regulatory approval.
	Under the agreement, the Company is entitled to receive a 3% net smelter returns royalty ("NSR") following the commencement of commercial production on the Property. In addition, the Company receives a "back–in right" whereby the Company can acquire a 60% interest in the Property by agreeing, within 90 days of the completion of a pre–feasibility study, to fund a further $10,000,000 of exploration expenditures on the Property. However, upon exercise of the "back–in right", the Company's entitlement to an NSR will reduce to 1.2% from 3%.
(e)	Franklin Property
	In March 2012, Amarc purchased outright 100% of the Franklin property under a Mineral Property Purchase Agreement with two unrelated individuals (the "Vendors"), in consideration of the payment by Amarc to the Vendors of $10,000 and the issuance to the Vendors of 10,000 Amarc common shares. The cash payment and the share issuance were completed in April 2012.
	The Franklin property lies 17 kilometers north of the Blackwater deposit and occupies an area of approximately 4.8 square kilometres.

7.	CAPITAL AND RESERVES
(a)	Reconciliation of changes in share capital

	Number of
	common shares
Number of common shares outstanding at March 31, 2012	138,574,061
Shares issued for acquisition of mineral property (note 6(e))	10,000
Number of common shares outstanding at June 30, 2012	138,584,061

Amarc Resources Ltd.

Notes to Condensed Interim Financial Statements

For the three months ended June 30, 2012 and 2011

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

8.	RELATED PARTY TRANSACTIONS
(a)	Outstanding balances

		June 30, 2012			March 31, 2012
Balance due from (to) Hunter Dickinson Services Inc ("HDSI") (note 8(c))	$	(184,021	)	$	(6,770	)

(b)	Transactions with key management personnel
	Transactions with key management personnel were as follows:

		Three months ended June 30
		2012		2011
Short-term employee benefits	$	137,522	$	93,750
Share-based payments		79,636		–
Total	$	217,158	$	93,750

(c)	Entities with significant influence
	Hunter Dickinson Services Inc. ("HDSI")
	Transactions with HDSI during the three months ended June 30, 2012 and 2011 were as follows:

		Three months ended June 30
		2012		2011
Based on annually set rates	$	1,231,899	$	329,182
Reimbursement of third party expenses		55,250		25,450
Total	$	1,287,149	$	354,632

9.	EMPLOYEES BENEFITS EXPENSES
	Employees' salaries and benefits (including share based payments) included in various expenses were as follows:

Amarc Resources Ltd.

Notes to Condensed Interim Financial Statements

For the three months ended June 30, 2012 and 2011

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

		Three months ended June 30
		2012		2011
Exploration	$	1,005,712	$	198,385
Office and administration		450,928		335,766
Shareholder communication		32,734		13,161
Total	$	1,489,374	$	547,312

10.	SUBSEQUENT EVENT
	Subsequent to June 30, 2012 the Company entered into an agreement with Metal Mountain Resources Inc., whereby the Company acquired a 100% interest in the Silver Vista property, located approximately 55 km northeast of Smithers, BC, by making a cash payment of $800,000.