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)
September 30,
March 31,
2024
2024
Note
($)
($)
ASSETS
Current assets
Cash
3
7,673,957
9,007,042
Amounts receivable and other assets
6
621,949
216,124
Marketable securities
4
29,584
41,587
8,325,490
9,264,753
Non-current assets
Restricted cash
5
514,828
534,828
Right-of-use asset
14
31,945
42,033
Total assets
8,872,263
9,841,614
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued liabilities
8
2,976,618
1,128,808
Advanced contributions received
7(b, c)
2,831,580
5,132,721
Balances due to related parties
12
212,418
147,333
Flow through liability
10
769,231
769,231
Lease liability
14
24,886
23,443
6,814,733
7,201,536
Non-current liabilities
Director's loan
9
869,630
784,947
Lease liability
14
15,950
28,764
Total liabilities
7,700,313
8,015,247
Shareholders' equity (deficiency)
Share capital
11
67,378,421
67,236,421
Reserves
11
4,746,921
4,617,658
Accumulated deficit
(70,953,392
)
(70,027,712
)
1,171,950
1,826,367
Total liabilities and shareholders' equity
8,872,263
9,841,614
Nature of operations and going concern (note 1)
Events after the reporting period (note 16)
The accompanying notes are an integral part of these condensed interim financial statements.
/s/ Robert A. Dickinson
/s/ Scott D. Cousens
Robert A. Dickinson
Scott D. Cousens
Director
Director
3 | Page
Amarc Resources Ltd.
Condensed Interim Statements of Loss
(Unaudited - Expressed in Canadian Dollars, except for weighted average number of common shares)
Three months ended September 30,
Six months ended September 30,
Note
2024
2023
2024
2023
($)
($)
($)
($)
Expenses
Exploration and evaluation
7
10,729,287
5,074,790
15,474,420
7,470,137
Assays and analysis
642,447
513,866
826,285
874,832
Drilling
3,445,577
–
4,681,468
–
Environmental
17,994
17,666
30,018
35,136
Equipment rental
182,964
128,202
242,650
165,668
Freight
199,706
23,419
268,264
48,010
Geological, including geophysical
1,177,045
1,653,892
2,224,410
2,458,216
Graphics
3,576
9,748
19,071
20,730
Helicopter and fuel
2,836,689
1,042,625
3,799,078
1,473,650
Property acquisition and assessments costs
24,984
24,124
137,901
127,052
Site activities
1,927,162
1,456,626
2,671,500
1,901,147
Socioeconomic
104,881
76,616
267,050
121,422
Technical data
17,080
17,035
36,110
31,488
Travel and accommodation
149,182
110,971
270,615
212,786
Administration
227,511
270,268
500,799
451,381
Legal, accounting and audit
4,865
30,791
13,348
34,735
Office and administration
13(b)
104,729
120,834
204,382
193,166
Rent
11,848
14,659
26,435
27,254
Shareholder communication
92,708
71,149
202,146
142,055
Travel and accommodation
7,331
8,192
25,568
24,457
Trust and regulatory
6,030
24,643
28,920
29,714
Equity-settled share-based compensation
76,082
26,757
141,266
53,515
Cost recoveries
7
(10,078,964
)
(5,478,502
)
(14,290,541
)
(7,278,068
)
953,916
(106,687
)
1,825,944
696,965
Other items
Finance income
(101,705
)
(90,985
)
(223,581
)
(176,941
)
Interest expense – director's loans
9
24,205
25,205
49,137
50,137
Accretion expense - office lease
1,271
1,920
2,711
3,991
Other fee income
7
(823,841
)
(85,000
)
(823,841
)
(460,000
)
Amortization of right-of-use asset
5,044
5,043
10,088
10,088
Transaction cost – director's loans
9
44,090
33,098
84,683
63,570
Foreign exchange loss
(99
)
769
539
549
Net loss (income)
102,881
(216,637
)
925,680
188,359
Other comprehensive loss (income)
Items that will not be reclassified subsequently to loss:
Change in value of marketable securities
(44,939
)
(74,242
)
12,003
(17,300
)
Total other comprehensive loss (income)
57,942
(290,879
)
937,683
171,059
Basic and diluted loss (income) per share
0.00
(0.00
)
0.00
0.00
Weighted average number of common
shares outstanding
212,387,677
186,627,894
212,047,156
186,615,462
The accompanying notes are an integral part of these condensed interim financial statements.
4 | Page
Amarc Resources Ltd.
Condensed Interim Statements of Comprehensive (Loss)
(Unaudited - Expressed in Canadian Dollars)
Three months ended September 30,
Six months ended September 30,
2024
2023
2024
2023
Net income (loss)
$
(102,881
)
$
216,637
$
(925,680
)
$
(188,359
)
Other comprehensive income (loss):
Items that will not be reclassified subsequently to profit and loss:
Revaluation of marketable securities
44,939
74,242
(12,003
)
17,300
Total other comprehensive income (loss)
44,939
74,242
(12,003
)
17,300
Comprehensive income (loss)
$
(57,942
)
$
290,879
$
(937,683
)
$
(171,059
)
The accompanying notes are an integral part of these condensed interim financial statements.
5 | Page
Amarc Resources Ltd.
Condensed 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, 2023
186,602,894
65,228,921
2,650,490
(1,495,692
)
3,135,098
(69,984,262
)
(465,445
)
Net loss for the period
–
–
–
–
–
(188,359
)
(188,359
)
Other comprehensive loss for the period
–
–
–
17,300
–
–
17,300
Total comprehensive loss
–
–
–
17,300
–
(188,359
)
(171,059
)
Issuance of common shares pursuant to property agreement
100,000
7,500
–
–
–
–
7,500
Equity-settled share-based compensation
–
–
53,515
–
–
–
53,515
Balance at September 30, 2023
186,702,894
65,236,421
2,704,005
(1,478,392
)
3,135,098
(70,172,621
)
(575,489
)
Balance at April 1, 2024
211,702,894
67,236,421
3,075,950
(1,593,390
)
3,135,098
(70,027,712
)
1,826,367
Net loss for the period
–
–
–
–
–
(925,680
)
(925,680
)
Other comprehensive loss for the period
–
–
–
(12,003
)
–
–
(12,003
)
Total comprehensive loss
–
–
–
(12,003
)
–
(925,680
)
(937,683
)
Issuance of common shares pursuant to property agreement
100,000
7,500
–
–
–
–
7,500
Shares issued through exercise of options
2,300,000
134,500
–
–
–
–
134,500
Equity-settled share-based compensation
–
–
141,266
–
–
–
141,266
Balance at September 30, 2024
214,102,894
67,378,421
3,217,216
(1,605,393
)
3,135,098
(70,953,392
)
1,171,950
The accompanying notes are an integral part of these condensed interim financial statements.
6 | Page
Amarc Resources Ltd.
Condensed Interim Statements of Cash Flows
(Unaudited - Expressed in Canadian Dollars)
Six months ended September 30,
Note
2024
2023
($)
($)
Operating activities
Net (loss) for the period
(925,680
)
(188,359
)
Adjustments for:
Amortization of right-of-use asset
14
10,088
10,088
Equity-settled share-based compensation
141,266
53,515
Office lease accretion per IFRS 16
14
2,711
3,991
Office base rent recorded as lease reduction per IFRS 16
14
(14,082
)
(13,972
)
Property acquisition and assessments costs
7,500
7,500
Transaction cost – director's loans
9
84,683
63,570
Changes in working capital items
Amounts receivable and other assets
(405,825
)
(50,854
)
Accounts payable and accrued liabilities
1,847,810
14,391
Advanced contributions received
7(b, c)
(2,301,141
)
(1,423,077
)
Balances due to related parties
65,085
(37,675
)
Net cash provided by (used in) operating activities
(1,467,585
)
(1,560,882
)
Financing activities
Proceeds from option exercise
134,500
–
Net cash provided by (used in) financing activities
134,500
–
Net increase (decrease) in cash
(1,333,085
)
(1,560,882
)
Cash, beginning balance
9,007,042
5,131,510
Cash, ending balance
7,673,957
3,570,628
The accompanying notes are an integral part of these condensed interim financial statements.
7 | Page
AMARC RESOURCES LTD.
Notes to the Condensed Interim Financial Statements.
For the six months ended September 30, 2024 and 2023
(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 Interim financial statements as at and for the six months ended September 30, 2024 (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 September 30, 2024 , the Company had cash of $7,673,957, working capital of $1,510,757, and an accumulated deficit of $70,953,392.
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. MATERIAL ACCOUNTING POLICY INFORMATION
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 International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”) and the International Financial Reporting Interpretations Committee (“IFRIC”) effective for the Company’s reporting year ended March 31, 2024. 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, 2024. Results for the reporting period ended September 30, 2024 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 profile on SEDAR at www.sedarplus.com
8 | Page
AMARC RESOURCES LTD.
Notes to the Condensed Interim Financial Statements.
For the six months ended September 30, 2024 and 2023
(Unaudited – Expressed in Canadian Dollars, unless otherwise stated)
The Board of Directors of the Company authorized these Financial Statements for issuance on November 26, 2024.
(b) Basis of presentation
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.
Certain comparative amounts have been reclassified to conform to the presentation adopted in the current period.
(c) Significant accounting estimates and judgements
The preparation of the Financial Statements in conformity with IFRS requires management to make judgements, estimates, and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. Actual results may differ from these estimates.
The impacts of such estimates are pervasive throughout the Financial Statements, and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and future periods if the revision affects both current and future periods. These estimates are based on historical experience, current and future economic conditions and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Specific areas where significant estimates or judgments exist are:
·
assessment of the Company’s ability to continue as a going concern;
·
the determination of categories of financial assets and financial liabilities; and
·
the carrying value and recoverability of the Company’s marketable securities.
(d) Operating segments
The functional and presentational currency of the Company is the Canadian Dollar (“CAD”).
Transactions in currencies other than the functional currency of the Company are recorded at the rates of exchange prevailing on the dates of transactions. At each financial position reporting date, monetary assets and liabilities that are denominated in foreign currencies are translated at the rates of exchange prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not re-translated. Gains and losses arising on translation are included in profit or loss for the year.
9 | Page
AMARC RESOURCES LTD.
Notes to the Condensed Interim Financial Statements.
For the six months ended September 30, 2024 and 2023
(Unaudited – Expressed in Canadian Dollars, unless otherwise stated)
3. CASH
The Company’s cash is invested in business accounts, which are available on demand by the Company.
4. MARKETABLE SECURITIES
As at September 30, 2024, the fair value of its current holdings was $29,584 (March 31, 2024 - $41,587) and during the six months ended September 30, 2024 there was a negative change of fair value adjustment of $12,003 (September 30, 2023 – $17,300 positive change). The marketable securities include 550,000 units (shares and warrants) of Carlyle Commodities Corp., a Canadian public company listed on the TSX Venture Exchange.
As at September 30, 2024, the Company held the following marketable securities:
Company
Shares/Warrants Held
Cost
Fair Value
Fair Value Increase(Decrease)
(#)
($)
($)
($)
Carlyle Commodities Corp - Shares
550,000
907,500
13,750
(893,750
)
Carlyle Commodities Corp - Warrants
550,000
727,000
2,000
(725,000
)
Other
1,680,729
14,237
13,834
(403
)
Total
2,780,729
1,648,737
29,584
(1,619,153
)
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
September 30 2024
March 31, 2024
($)
($)
Sales tax refundable
510,039
158,223
Prepaid
111,910
57,901
621,949
216,124
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.
10 | Page
AMARC RESOURCES LTD.
Notes to the Condensed Interim Financial Statements.
For the six months ended September 30, 2024 and 2023
(Unaudited – Expressed in Canadian Dollars, unless otherwise stated)
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.
(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 million 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 (“Underlying NSR”) 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 the Underlying NSR and a 1% NSR royalty on the balance of the claims that are not subject to the Underlying NSR. 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 $500,000.
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.
11 | Page
AMARC RESOURCES LTD.
Notes to the Condensed Interim Financial Statements.
For the six months ended September 30, 2024 and 2023
(Unaudited – Expressed in Canadian Dollars, unless otherwise stated)
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.
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 an aggregate 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 statements of financial position, and subsequently reallocates amounts as cost recoveries in the statements of (income) loss as the Company incurs the related expenditures. During the six months ended September 30, 2024, the Company recorded advanced contributions balance of $1,501,750 (March 31, 2024 - $1,187,195).
During the six months ended September 30, 2024, the Company recorded a gross amount of cost recovery of $8,840,172 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 12(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.
12 | Page
AMARC RESOURCES LTD.
Notes to the Condensed Interim Financial Statements.
For the six months ended September 30, 2024 and 2023
(Unaudited – Expressed in Canadian Dollars, unless otherwise stated)
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.
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 statements of financial position, and subsequently recognizes amounts as cost recoveries in the statements of (income) loss as the Company incurs the related expenditures. During the six months ended September 30, 2024, the Company recorded advanced contributions balance of $1,329,830 (March 31, 2024 - $3,945,526).
During the six months ended September 30, 2024, the Company recorded a gross amount of cost recovery of $5,450,369 offsetting the expenditures incurred pursuant to the Agreement.
DUKE District Capped Royalty
Amarc holds 100% interest in the 722 km2 DUKE District which is largely free of any underlying royalty.
On July 7, 2023, the Company entered into a mineral property 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 million has been paid after which the NSR shall cease. To acquire the property, the Company must issue 200,000 common shares and make 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.
(d) Other property transactions
On December 16, 2020, the Company closed the sale of its Newton Property, located in south-central BC, to Isaac Mining Corp., an arms-length private company and a wholly-owned subsidiary of Carlyle Commodities Corp. Amarc retains a 2% NSR Royalty in the Newton Property.
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 $1,000,000 has been paid to optionor.
8. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
September 30 2024
March 31, 2024
($)
($)
Accounts payable
2,637,177
842,821
Accrued liabilities
339,441
285,987
Total
2,976,618
1,128,808
13 | Page
AMARC RESOURCES LTD.
Notes to the Condensed Interim Financial Statements.
For the six months ended September 30, 2024 and 2023
(Unaudited – Expressed in Canadian Dollars, unless otherwise stated)
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 $250,000 with an interest rate of 12% per annum from the Lender.
In January 2023, the Company repaid the Additional Loan and Short-term Loan, including accrued interest accrued to the date of repayment.
The change in the Loan balance is as follows:
Six months ended
Year ended
September 30, 2024
March 31, 2024
($)
($)
Opening balance
784,947
648,005
Amortization of transaction costs
84,683
136,942
Closing balance
869,630
784,947
Six months ended
Year ended
September 30, 2024
March 31, 2024
($)
($)
Non-current portion
869,630
784,947
Total
869,630
784,947
Finance expenses
Six months ended September 30,
2024
2023
($)
($)
Interest on loan
49,137
50,137
Amortization of transaction costs
84,683
63,570
Total
133,820
113,707
14 | Page
AMARC RESOURCES LTD.
Notes to the Condensed Interim Financial Statements.
For the six months ended September 30, 2024 and 2023
(Unaudited – Expressed in Canadian Dollars, unless otherwise stated)
10. FLOW THROUGH LIABILITY
During the year ended March 31, 2024, 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 based on the difference between the flow-through share price and the non-flow-through share price in the concurrent offering. During the year ended March 31, 2024, 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 September 30, 2024 and March 31, 2024.
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 December 1, 2023, 15,384,615 flow-through shares were issued pursuant to a charity flow-through private placement at a price of $0.13 each, totaling $2,000,000.
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.
As at September 30, 2024, the amount of flow-through proceeds remaining to be expensed is approximately $975,000 (March 31, 2024 - $2,383,000).
On September 4, 2024, 100,000 common shares issued pursuant to a property agreement at $0.075 per share.
On September 3, 2024, 200,000 common shares issued at $0.12 per share upon the exercise of options.
On September 3, 2024, 100,000 common shares issued at $0.105 per share upon the exercise of options.
On September 25, 2024, 2,000,000 common shares issued at $0.05 per share upon the exercise of options.
As at September 30, 2024, there were 214,102,894 (March 31, 2024 – 211,702,894) Common Shares issued and outstanding.
(b) Share purchase options
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 TSX Venture Exchange 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.
15 | Page
AMARC RESOURCES LTD.
Notes to the Condensed Interim Financial Statements.
For the six months ended September 30, 2024 and 2023
(Unaudited – Expressed in Canadian Dollars, unless otherwise stated)
On March 22, 2024 the Company granted 6,410,000 incentive stock options to certain associates to acquire an aggregate of 6,410,000 common shares at $0.105 per share, for a period of three to five years, of which 5,500,000 options were granted to insiders (Note 12(a)). All of the options are subject to the required TSX Venture Exchange acceptance and customary vesting provisions over 24 months. The fair value of these options at issue was determined to be $589,109 using the Black-Scholes pricing model and based on the following assumptions: risk-free rate of 3.48%; expected volatility of 95% for options with three year expiry term and 131% for options with five year expiry term; underlying market price of $0.11; strike price of $0.105; and dividend yield of nil.
The following summarizes changes in the Company’s share purchase options:
September 30 2024
March 31, 2024
Weighted Average Exercise Price
Number of Options
Weighted Average Exercise Price
Number of Options
Beginning balance
0.102
13,410,000
0.100
6,480,000
Cancelled
0.116
(1,480,000
)
NA
–
Exercised
0.058
(2,300,000
)
NA
–
Granted
NA
–
0.107
6,930,000
Ending balance
0.110
9,630,000
0.102
13,410,000
The following summarizes information on the options outstanding and exercisable as at September 30, 2024:
Weighted Average
Number of
Number of
Remaining Contractual
Options
Options
Exercise price
Expiry date
Life (periods)
Outstanding
Exercisable
$
0.12
9-Mar-25
0.44
2,200,000
2,200,000
$
0.11
8-Jul-27
2.77
1,000,000
1,000,000
$
0.125
11-Apr-26
1.53
520,000
346,666
$
0.105
22-Mar-29
4.48
5,100,000
2,550,000
$
0.105
22-Mar-27
2.47
810,000
655,000
3.05
9,630,000
6,751,666
(c) Share purchase warrants
The following common summarizes changes in the Company’s share purchase warrants:
September 30 2024
March 31, 2024
Weighted Average Exercise Price
Number of Warrants
Weighted Average Exercise Price
Number of Warrants
Beginning balance
0.06
10,984,163
0.06
6,176,470
Granted pursuant to a private placement
0.08
4,807,693
Ending balance
0.06
10,984,163
0.06
10,984,163
16 | Page
AMARC RESOURCES LTD.
Notes to the Condensed Interim Financial Statements.
For the six months ended September 30, 2024 and 2023
(Unaudited – Expressed in Canadian Dollars, unless otherwise stated)
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.
The following summarizes information on the warrants outstanding as at September 30, 2024:
Exercise price
Expiry date
Weighted Average Remaining Contractual
Life (periods)
Warrants Outstanding
$
0.050
26-Nov-24
0.16
5,000,000
$
0.085
26-Nov-24
0.16
1,176,470
$
0.080
1-Dec-28
4.17
4,807,693
1.91
10,984,163
12. RELATED PARTY TRANSACTIONS
September 30 2024
March 31, 2024
Balances due to related parties
($)
($)
Hunter Dickinson Services Inc.
212,418
134,251
United Mineral Services Ltd.
–
7,586
Thomas Wilson (CFO fees)
–
5,496
Total
212,418
147,333
(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 six months ended September 30, 2024 and 2023, 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 six months ended September 30, 2024, the Company recorded share-based compensation expense of $131,762 (September 30, 2023 - $23,358) in relation to 6,750,000 (September 30, 2023 – 1,950,000) stock options issued to directors and officers of the Company in the prior year (Note 11 (b)).
During the six months ended September 30, 2024, the Company incurred fees totaling $31,405 (September 30, 2023 -$32,975) in respect of services provided by the Chief Financial Officer.
17 | Page
AMARC RESOURCES LTD.
Notes to the Condensed Interim Financial Statements.
For the six months ended September 30, 2024 and 2023
(Unaudited – Expressed in Canadian Dollars, unless otherwise stated)
(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.
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 (the “Services Agreement”). 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:
Six months ended September 30,
2024
2023
(rounded to the nearest thousand CAD)
($)
($)
Services received from HDSI and as requested by the Company
893,000
597,000
Information technology – infrastructure and support services
42,000
30,000
Office rent
26,000
22,000
Reimbursement, at cost, of third-party expenses
incurred by HDSI on behalf of the Company
168,000
185,000
Total
1,129,000
834,000
(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 six months ended September 30, 2024, the Company incurred fees of $12,386 (2023 - $2,823) in respect of geological services provided by UMS.
18 | Page
AMARC RESOURCES LTD.
Notes to the Condensed Interim Financial Statements.
For the six months ended September 30, 2024 and 2023
(Unaudited – Expressed in Canadian Dollars, unless otherwise stated)
13. SUPPLEMENTARY INFORMATION TO THE STATEMENTS OF LOSS
(a) Salaries, fees and benefits
Salaries, fees and benefits included in exploration and evaluation expenses and administration expenses are as follows:
Six months ended September 30,
2024
2023
Salaries, fees and benefits
($)
($)
Exploration and evaluation expenses
7,600,000
2,767,000
Administration expenses
168,000
163,000
7,768,000
2,930,000
(1)
rounded to the nearest thousand dollar
(2)
includes salaries and benefits included in office and administration expenses (Note 13(b)) and other salaries and benefits expenses classified as administration expenses
(b) Office and administration expenses
Office and administration expenses include the following:
Six months ended September 30,
2024(1)
2023(1)
($)
($)
Salaries and Benefits
168,000
162,000
Data processing and retention
9,000
6,000
Insurance
14,000
14,000
Other office expenses
14,000
11,000
205,000
193,000
(1)
rounded to the nearest thousand dollar
14. OFFICE LEASE – RIGHT OF USE ASSET AND LEASE LIABILITY
The Company subleases corporate offices in Vancouver, BC, from HDSI under a lease agreement dated May 1, 2021, and the lease expires on April 29, 2026.
Right-of-use asset
A summary of the changes in the right-of-use asset for the six months ended September 30, 2024 and the year ended March 31, 2024 are as follows:
Right-of-use-asset
($)
Balance at March 31, 2023
62,208
Amortization
(20,175
)
Balance at March 31, 2024
42,033
Amortization
(10,088
)
Balance at September 30, 2024
31,945
19 | Page
AMARC RESOURCES LTD.
Notes to the Condensed Interim Financial Statements.
For the six months ended September 30, 2024 and 2023
(Unaudited – Expressed in Canadian Dollars, unless otherwise stated)
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 $134,766, discount rate used is 12.00%). This liability represents the monthly lease payment from May 1, 2021 to April 29, 2026, the end of the lease term less abatement granted by HDSI.
A summary of changes in the lease liability during the six months ended September 30, 2024 and the year ended March 31, 2024 are as follows:
Lease liability
($)
Balance at March 31, 2023
72,903
Lease payment – base rent portion
(28,056
)
Lease liability – accretion expense
7,360
Balance as at March 31, 2024
52,207
Current portion
23,443
Long-term portion
28,764
Lease liability
($)
Balance at March 31, 2024
52,207
Lease payment – base rent portion
(14,082
)
Lease liability – accretion expense
2,711
Balance at September 30, 2024
40,836
Current portion
24,886
Long-term portion
15,950
The following is a schedule of the Company’s future lease payments (base rent portion) under the lease obligations:
Future lease payments (base rent portion only)
($)
Fiscal 2025 (October 1, 2024 to March 31, 2025)
14,083
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
44,595
Less: imputed interest
(3,759
)
Lease liability as at September 30, 2024
40,836
20 | Page
AMARC RESOURCES LTD.
Notes to the Condensed Interim Financial Statements.
For the six months ended September 30, 2024 and 2023
(Unaudited – Expressed in Canadian Dollars, unless otherwise stated)
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 six months ended September 30, 2024.
(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 September 30, 2024 and March 31, 2024, 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:
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.
21 | Page
AMARC RESOURCES LTD.
Notes to the Condensed Interim Financial Statements.
For the six months ended September 30, 2024 and 2023
(Unaudited – Expressed in Canadian Dollars, unless otherwise stated)
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 September 30, 2024 and March 31, 2024, 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 September 30, 2024 and March 31, 2024, the Company’s exposure to price risk was not significant in relation to these Financial Statements.
16. Events after the reporting period
(a) Exercise of options
Subsequent to the period ended on September 30, 2024, 400,000 options at $0.11 per share and 120,000 options at $0.12 per share were exercised.
(b) Exercise of warrants
Subsequent to the period ended on September 30, 2024, 1,176,470 Warrants at $0.085 and 5,000,000 Warrants at $0.05 were converted to flow-through warrants. Following this, 1,176,470 flow-through warrants were exercised at $0.085 and 5,000,000 flow-through warrants were exercised at $0.05.
(c) Extension of Director Loan
Subsequent to the period ended on September 30, 2024, on November 25, 2024, the Lender agreed to extend the repayment date of the Loan to November 26, 2025.
22 | Page
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