AXREF 6-K

Amarc Resources Ltd (AXREF)

6-K 2026-07-27 For: 2026-03-31

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99.1		Condensed Financial Statements (audited) for the twelve months ended March 31, 2026
99.2		Management’s Discussion and Analysis for the twelve months ended March 31, 2026
99.3		Form 52-109FV1 Certification of annual filings – venture issue basic certificate - CEO
99.4		Form 52-109FV1 Certification of annual filings – venture issue basic certificate - CFO

		Amarc Resources Ltd. (Registrant)

Date: July 23, 2026	By:	/s/ Carol Li
		Carol Li
		Chief Financial Officer


			As at March 31, 2026			As at March 31, 2025
	Note		($)			($)
ASSETS
Current assets
Cash		3		1,414,013			1,211,297
Amounts receivable and other assets		6		110,319			109,975
Marketable securities		4		5,514			22,086
				1,529,846			1,343,358
Non-current assets
Investment in Aurora Minerals Ltd.		8		1			–
Restricted cash		5		514,546			514,828
Right-of-use asset		14		1,681			21,858
Total assets				2,046,074			1,880,044

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued liabilities		9		894,353			780,923
Advanced contributions received		7(c),8		529,583			635,530
Balances due to related parties		12		311,905			278,238
Director's loan		10		1,050,846			966,304
Lease liability		14		2,347			26,417
				2,789,034			2,687,412

Non-current liabilities
Lease liability		14		–			2,347
Total liabilities				2,789,034			2,689,759

Shareholders' equity (deficiency)
Share capital		11		69,645,197			68,863,511
Reserves		11		4,482,430			4,267,374
Accumulated deficit				(74,870,587	)		(73,940,600	)
				(742,960	)		(809,715	)
Total liabilities and shareholders' equity				2,046,074			1,880,044

			Years ended March 31
	Note		2026			2025			2024
			($)			($)			($)
Expenses
Exploration and evaluation		7,13		19,179,186			22,575,096			12,432,493

Administration				1,819,170			1,597,495			1,161,870
Legal, accounting and audit				243,969			298,277			109,830
Office and administration		12(b),13		614,473			423,740			417,032
Rent				9,145			35,570			62,908
Shareholder communication				574,633			524,599			366,171
Travel and accommodation				298,372			267,551			135,138
Trust and regulatory				78,578			47,758			70,791

Equity-settled share-based compensation				273,147			350,834			425,460

Cost recoveries		7		(18,961,755	)		(18,921,430	)		(13,178,925	)

				2,309,748			5,601,995			840,898
Other items
Finance income				(126,676	)		(320,574	)		(371,222	)
Interest expense – director's loans		10		100,000			99,000			101,274
Accretion expense - office lease				1,748			4,722			7,360
Interest and penalties				113			69,706			–
Other fee income		8		(1,413,040	)		(977,547	)		(696,248	)
Amortization of right-of-use asset				20,177			20,175			20,175
Transaction cost – director's loans		10		34,678			181,357			136,942
Flow through premium recovery				–			(769,231	)		–
Foreign exchange loss				3,239			3,285			4,271
Net loss				929,987			3,912,888			43,450

Other comprehensive loss
Items that will not be reclassified subsequently to loss (income):
Change in value of marketable securities		4		16,572			19,501			97,698
Total other comprehensive loss				946,559			3,932,389			141,148

Basic and diluted loss per share				0.00			0.02			0.00

Weighted average number of common
shares outstanding				224,931,565			216,724,808			194,992,511

	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 year		–		–			–			–			–		(43,450	)		(43,450	)
Other comprehensive loss for the year		–		–			–			(97,698	)		–		–			(97,698	)
Total comprehensive loss		–		–			–			(97,698	)		–		(43,450	)		(141,148	)
Issuance of common shares pursuant to property agreement		100,000		7,500			–			–			–		–			7,500
Issuance of common shares pursuant to 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		–		–			425,460			–			–		–			425,460
Balance at March 31, 2024		211,702,894		67,236,421			3,075,950			(1,593,390	)		3,135,098		(70,027,712	)		1,826,367
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 year		–		–			–			–			–		(3,912,888	)		(3,912,888	)
Other comprehensive loss for the year		–		–			–			(19,501	)		–		–			(19,501	)
Total comprehensive loss		–		–			–			(19,501	)		–		(3,912,888	)		(3,932,389	)
Issuance of common shares pursuant to property agreement		100,000		7,500			–			–			–		–			7,500
Shares issued through exercise of options		6,214,668		587,973			–			–			–		–			587,973
Fair value reversal of options exercised		–		429,161			(429,161	)		–			–		–			–
Fair value reversal of warrants exercised		–		252,456			(252,456	)		–			–		–			–
Shares issued through exercise of warrants		6,176,470		350,000			–			–			–		–			350,000
Equity-settled share-based compensation		–		–			350,834			–			–		–			350,834
Balance at March 31, 2025		224,194,032		68,863,511			2,745,167			(1,612,891	)		3,135,098		(73,940,600	)		(809,715	)
Balance at April 1, 2025		224,194,032		68,863,511			2,745,167			(1,612,891	)		3,135,098		(73,940,600	)		(809,715	)
Net loss for the year		–		–			–			–			–		(929,987	)		(929,987	)
Other comprehensive loss for the year		–		–			–			(16,572	)		–		–			(16,572	)
Total comprehensive loss		–		–			–			(16,572	)		–		(929,987	)		(946,559	)
Issuance of common shares pursuant to property agreement		1,000,000		690,000			–			–			–		–			690,000
Shares issued through exercise of options		183,332		50,167			–			–			–		–			50,167
Fair value reversal of options exercised		–		41,519			(41,519	)		–			–		–			–
Equity-settled share-based compensation		–		–			273,147			–			–		–			273,147
Balance at March 31, 2026		225,377,364		69,645,197			2,976,795			(1,629,463	)		3,135,098		(74,870,587	)		(742,960	)

	·	assessment of the Company’s ability to continue as a going concern; and

	·	Exploration and evaluation expenses and related cost recoveries.

	·	it is held within a business model whose objective is to hold assets to collect contractual cash flows; and,

	·	its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Financial assets	Classification
Cash	Amortized cost
Marketable securities	FVTOCI
Restricted cash	Amortized cost
Amounts receivable and other assets	Amortized cost

Financial Liabilities	Classification
Accounts payable and accrued liabilities	Amortized cost
Balance due to related parties	Amortized cost
Director’s loan	Amortized cost

	·	costs associated with the acquisition of licenses;

	·	costs associated with the acquisition of exploration and evaluation of assets, including mineral properties; and

	·	costs associated with exploration and evaluation activities.

	·	goodwill not deductible for tax purposes;

	·	the initial recognition of assets or liabilities that affect neither accounting nor taxable profit; and

	·	differences relating to investments in subsidiaries, associates, and joint ventures to the extent that they will probably not reverse in the foreseeable future.

	·	Leases of low value assets; and

	·	Leases with a duration of twelve months or less.

	·	Amounts expected to be payable under any residual value guarantee;

	·	The exercise price of any purchase option granted if it is reasonable certain to assess that option; and

	·	Any penalties payable for terminating the lease, if the term of the lease has been estimated on the basis of termination option being exercised.

	·	Lease payments made at or before commencement of the lease;

	·	Initial direct costs incurred; and

	·	The amount of any provision recognized where the Company is contractually required to dismantle, remove or restore the leased asset.

Company	Shares Held		Cost		Fair Value At March 31, 2026		Fair Value At March 31, 2025		Change in Fair Value
	(#)		($)		($)		($)		($)
Carlyle Commodities Corp - Shares		550,000		907,500		5,500		8,250		(2,750	)
Other		1,678,839		14,237		14		13,836		(13,822	)
Total		2,778,839		1,648,737		5,514		22,086		(16,572	)

	March 31, 2026		March 31, 2025
	($)		($)
IKE		85,008		85,008
DUKE		77,812		77,812
JOY		337,961		337,961
Other		13,765		14,047
		514,546		514,828

	IKE		JOY ⁽¹⁾		DUKE		OTHER		TOTAL
Year ended March 31, 2026	($)		($)		($)		($)		($)
Assays and analysis		50,519		412,038		580,235		93,208		1,136,000
Drilling		6,545		3,023,347		2,903,542		2,230		5,935,664
Environmental		330		9,801		30,284		–		40,415
Equipment rental		16,200		229,129		228,233		142		473,704
Freight		–		322,460		145,736		–		468,196
Geological, including geophysical		74,860		1,087,521		1,451,086		236,788		2,850,255
Graphics		1,299		7,115		5,257		3,855		17,526
Helicopter and fuel		–		1,846,554		1,951,779		12,094		3,810,427
Operations support		19,860		1,000,931		658,803		70,908		1,750,502
Property acquisition and assessments costs		68,280		707,448		24,667		107,020		907,415
Socioeconomic		21,660		111,153		86,884		45,829		265,526
Technical data		146		–		–		–		146
Travel and accommodation		5,540		508,296		980,415		29,159		1,523,410
		265,239		9,265,793		9,046,921		601,233		19,179,186

	IKE		JOY		DUKE		OTHER		TOTAL
Year ended March 31, 2025	($)		($)		($)		($)		($)
Assays and analysis		293,030		1,009,421		554,906		4,180		1,861,537
Drilling		596,256		3,648,508		1,142,301		–		5,387,065
Environmental		16,316		54,459		24,781		533		96,089
Equipment rental		62,610		203,124		157,025		–		422,759
Freight		49,476		262,350		107,451		152		419,429
Geological, including geophysical		454,583		1,321,153		1,900,966		72,768		3,749,470
Graphics		2,236		7,310		17,643		903		28,092
Helicopter and fuel		1,031,806		2,288,980		1,148,199		–		4,468,985
Operations support		102,493		16,924		24,949		522,040		666,406
Property acquisition and assessments costs		481,900		2,590,722		1,368,652		28,555		4,469,829
Socioeconomic		91,292		206,574		189,261		22,068		509,195
Technical data		4,200		34,890		34,820		–		73,910
Travel and accommodation		25,018		200,297		187,924		9,091		422,330
		3,211,216		11,844,712		6,858,878		660,290		22,575,096

	·	A 1% net smelter return (“NSR’) on the IKE Property mineral claims capped at $2 million, which can be repurchased at any time for $2 million. An additional 2% NSR, 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.

	·	A 2% NSR on the Granite Property mineral claims 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.

	·	On November 21, 2017, Amarc acquired 100% interest in the 7,200 hectare JOY Property from a private vendor. This property is subject to an underlying 3% NSR royalty from production to a former owner, which is capped at $3.5 million.

	·	The PINE Property is subject to a 3% NSR on the PINE Property capped at $5 million payable from production.

	·	A 2.5% net profits interest (“NPI”) on mineral claims comprising approximately 96% of the PINE Property, which are subject to the 3% NSR and a 1% NSR on the balance of the claims that are not subject to the 3% NSR. The NPI royalty can be reduced to 1.25% at any time for $2.5 million in cash or shares. The NSR royalty can be reduced to 0.5% for $2.5 million in cash or shares.

	·	The Paula claim is subject to a 1% NSR royalty payable from commercial production that is capped at $500,000.

	March 31, 2026		March 31, 2025
Current assets	$	3,863,303		N/A
Non-current assets	$	nil		N/A
Current liabilities	$	142,304		N/A
Expenses	$	7,526,241		N/A
Net loss	$	7,526,241		N/A

	Total
	($)
Balance, March 31, 2024		784,947
Amortization of transaction costs		181,357
Balance, March 31, 2025		966,304
Interest expense		100,000
Amortization of transaction costs		34,678
Cash interest paid		(50,136	)
Closing balance, March 31, 2026		1,050,846
Current portion		1,050,846
Non-current portion		–

Finance expenses	Years ended March 31,
	2026		2025
	($)		($)
Interest on loan		100,000		99,000
Amortization of transaction costs		34,678		181,357
Total		134,678		280,357

	March 31, 2026					March 31, 2025
	Weighted Average Exercise Price		Number of Options			Weighted Average Exercise Price		Number of Options
Beginning balance		0.133		5,945,332			0.102		13,410,000
Cancelled		0.670		(50,000	)		0.116		(1,480,000	)
Exercised		0.274		(183,332	)		0.095		(6,214,668	)
Expired	NA			–			0.120		(60,000	)
Granted		1.115		600,000			0.670		290,000
Ending balance		0.218		6,312,000			0.133		5,945,332

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

$	0.125	11-Apr-26		0.03		120,000		120,000
$	0.105	22-Mar-29		2.98		5,100,000		5,100,000
$	0.105	22-Mar-27		0.98		302,000		302,000
$	0.670	4-Feb-30		3.85		190,000		126,667
$	0.680	27-Jun-30		4.24		100,000		100,000
$	0.770	9-Jul-27		1.27		100,000		100,000
$	1.310	25-Feb-31		4.91		400,000		66,667
				2.97		6,312,000		5,915,333

	March 31, 2026			March 31, 2025
Risk-free rate:	2.66% to 2.86		%		2.66	%
Expected life:	2 to 5 years			5 years
Expected volatility:	99% - 114		%		120	%
Expected dividends:	Nil			Nil
Weighted average fair value per option:	$	0.821		$	0.576

	March 31, 2026				March 31, 2025
	Weighted Average Exercise Price		Number of Warrants		Weighted Average Exercise Price		Number of Warrants
Beginning balance		0.08		4,807,693		0.07		10,984,163
Exercised	NA			–		0.06		(6,176,470	)
Ending balance		0.08		4,807,693		0.08		4,807,693

		Weighted Average
		Remaining Contractual	Warrants
Exercise price	Expiry date	Life (periods)	Outstanding

$0.080	1-Dec-28	2.67	4,807,693
		2.67	4,807,693

	March 31, 2026		March 31, 2025
Balances due to related parties	($)		($)
Hunter Dickinson Services Inc.		269,360		242,569
United Mineral Services Ltd.		12,332		30,173
High Hills Consulting Ltd. (CFO fees)		17,648		–
Diane Nicolson (expenses reimbursement)		12,565		–
Thomas Wilson (former-CFO fees)		–		5,496
Total		311,905		278,238

	Years ended March 31,
	2026⁽¹⁾		2025⁽¹⁾		2024⁽¹⁾
Salaries, fees and benefits	($)		($)		($)
Exploration and evaluation expenses		8,894,000		11,372,000		6,777,000
Administration expenses ⁽²⁾		317,000		389,000		347,000
		9,211,000		11,761,000		7,124,000

	⁽¹⁾	rounded to the nearest whole thousand.

	⁽²⁾	includes salaries and benefits included in office and administration expenses (note 13(b)) and other salaries and benefits expenses classified as administration expenses.

Right-of-use-asset	($)
Balance at March 31, 2024		42,033
Amortization		(20,175	)
Balance at March 31, 2025		21,858
Amortization		(20,177	)
Balance at March 31, 2026		1,681

Lease liability	($)
Balance at March 31, 2025		28,764
Lease payment – base rent portion		(28,165	)
Lease liability – accretion expense		1,748
Balance at March 31, 2026		2,347
Current portion		2,347
Long-term portion		–

Future lease payments (base rent portion only)	($)
Fiscal 2027 (April 1, 2026 to April 29, 2027)		2,347
Total undiscounted lease payments		2,347
Less: imputed interest		–
Lease liability as at March 31, 2026		2,347

	March 31,			March 31,
	2026			2025

Net income (loss) for the year		(929,987	)		(3,912,888	)
Total income tax expense		–			–
Net income (loss) excluding income tax		(929,987	)		(3,912,888	)

Income tax expense (recovery) using the Company's tax rate		(251,000	)		(1,056,000	)
Non-deductible expenses and other		633,000			133,000
Temporary difference booked to reserve		(2,000	)		(3,000	)
Deferred income tax assets not recognized		(380,000	)		926,000
		-			-