6-K - AXREF - Equibles

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 August 28, 2025

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 Interim Financial Statements for the three months ended June 30, 2025
99.2	Management’s Discussion and Analysis for the three months ended June 30, 2025
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
2
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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.<br><br>(Registrant)
Date: August 28, 2025	By:	/s/ Carol Li
		Carol Li
		Chief Financial Officer
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ahr_ex991.htm EXHIBIT 99.1

AMARC RESOURCES LTD.

CONDENSED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED

JUNE 30, 2025 and 2024

(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 condensed interim financial statements.
2	Page
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Amarc Resources Ltd

Condensed Interim Statements of Financial Positions

(Unaudited - Expressed in Canadian Dollars)

		June 30, 2025		March 31, 2025
	Note	()		()
ASSETS
Current assets
Cash	3
Amounts receivable and other assets	5
Marketable securities	4

Non-current assets
Restricted cash
Right-of-use asset	12
Total assets
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued liabilities	7
Advanced contributions received	6(b, c)
Balances due to related parties	10
Director's loan	8
Lease liability	12

Non-current liabilities
Lease liability	12
Total liabilities
Shareholders' equity (deficiency)
Share capital	9
Reserves	9
Accumulated deficit			)		)
			)		)
Total liabilities and shareholders' equity

All values are in US Dollars.

Nature of operations and going concern (note 1)

Events after the reporting period (note 14)

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

/s/ Robert A. Dickinson	/s/ Scott D. Cousens
Robert A. Dickinson	Scott D. Cousens
Director	Director
3	Page
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Amarc Resources Ltd.

Condensed Interim Statements of Comprehensive Loss

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

		Three months ended June 30,
	Note	2025		2024
		()		()
Expenses
Exploration and evaluation	6
Administration
Legal, accounting and audit
Office and administration	11(b)
Rent			)
Shareholder communication
Travel and accommodation
Trust and regulatory
Equity-settled share-based compensation
Cost recoveries	6		)		)

Other items
Finance income			)		)
Interest expense – director's loans	8
Accretion expense - office lease
Other fee income	6		)
Amortization of right-of-use asset
Transaction cost – director's loans	8
Foreign exchange loss
Net loss
Other comprehensive loss
Items that will not be reclassified subsequently to loss:
Change in value of marketable securities	4
Total other comprehensive loss
Basic and diluted loss per share
Weighted average number of common shares outstanding

All values are in US Dollars.

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

4	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<br><br>of shares<br><br>(#)		Amount ()	Share-based payments reserve ()	****	Investment revaluation reserve()	****	Share warrants reserve ()	Deficit ()	****	Total()
Balance at April 1, 2024		211,702,894					)			)
Net loss for the period		–								)		)
Other comprehensive loss for the period		–					)					)
Total comprehensive loss		–					)			)		)
Flow-through share premium liability		–
Balance at June 30, 2024		211,702,894					)			)
Balance at April 1, 2025		224,194,032					)			)		)
Net loss for the period		–								)		)
Other comprehensive loss for the period		–					)					)
Total comprehensive loss		–					)			)		)
Shares issued through exercise of options		133,332
Fair value reversal of options exercised		–			)
Equity-settled share-based compensation		–
Balance at June 30, 2025		224,327,364					)			)		)

All values are in US Dollars.

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

5	Page

Amarc Resources Ltd.

Condensed Interim Statements of Cash Flows

(Unaudited - Expressed in Canadian Dollars)

		Three months ended June 30,
	Note	2025		2024
		()		()
Operating activities
Net loss for the period			)		)
Adjustments for:
Amortization of right-of-use asset	12
Equity-settled share-based compensation
Office lease accretion per IFRS 16	12
Office base rent recorded as lease reduction per IFRS 16	12		)		)
Transaction cost – director's loans	8
Changes in working capital items
Amounts receivable and other assets			)		)
Accounts payable and accrued liabilities
Advanced contributions received	6(b, c)				)
Balances due to related parties					)
Net cash used in operating activities					)
Financing activities
Proceeds from option exercise	9(a)
Net cash provided by financing activities
Net decrease in cash					)
Cash, beginning balance
Cash, ending balance

All values are in US Dollars.

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

6	Page
A MARC R ESOURCES L TD .<br><br>Notes to the Condensed Interim Financial Statements.<br><br>For the three months ended June 30, 2025 and 2024<br><br>(Unaudited - Expressed in Canadian Dollars, unless otherwise stated)
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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 unaudited condensed interim financial statements as at and for the three months ended June 30, 2025 (the “Interim 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 June 30, 2025, the Company had cash of $4,038,342, working capital deficiency of $1,654,858, and an accumulated deficit of $74,319,629.

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 Interim 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. BASIS OF PRESENTATION

(a) Statement of compliance

The Interim Financial Statements have been prepared in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board (“IFRS® Accounting Standards”) applicable to the preparation of interim financial statements, including International Auditing Standard (“IAS”) 34, Interim Financial Reporting. These Interim Financial Statements do not include all disclosures required for annual audited financial statements. Accordingly, they should be read in conjunction with the notes to the Company’s audited financial statements for the year ended March 31, 2025, which have been prepared in accordance with IFRS® Accounting Standards.

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A MARC R ESOURCES L TD .<br><br>Notes to the Condensed Interim Financial Statements.<br><br>For the three months ended June 30, 2025 and 2024<br><br>(Unaudited - Expressed in Canadian Dollars, unless otherwise stated)
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These Interim Financial Statements have been prepared using accounting policies consistent with those used in the Company’s audited financial statements for the year ended March 31, 2025.

Board of Directors of the Company authorized these Financial Statements for issuance on August 28, 2025.

(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) New and amended IFRS Accounting Standards pronouncements

Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates

On August 15, 2023, the IASB issued amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates. The amendments provide guidance to specify when a currency is exchangeable and how to determine the exchange rate when it is not. The amendments are effective for reporting periods beginning on or after January 1, 2025. These amendments do not have a significant impact on the Company’s financial statements.

IFRS 18 Presentation and Disclosures in Financial Statements

On April 9, 2024, the IASB issued IFRS 18 Presentation and Disclosures in Financial Statements. The objective of the new standard is to set out requirements for the presentation and disclosure of information in general purpose financial statements to help ensure they provide relevant information that faithfully represents an entity’s assets, liabilities, equity, income and expenses. The new standard is effective for reporting periods beginning on or after January 1, 2027. Management is currently assessing the impact of the new standard on the Company's interim and annual financial statements.

Amendments to IFRS 9 and IFRS 7

On May 30, 2024, the IASB issued amendments to the classification and measurement of financial instruments to address matters identified during the post-implementation review of the classification and measurement requirements of IFRS 9. The IASB clarified the recognition and derecognition date of certain financial assets and liabilities, and amended the requirements related to settling financial liabilities using an electronic payment system. It also clarified how to assess the contractual cash flow characteristics of financial assets in determining whether they meet the solely payments of principal and interest criterion, including financial assets that have environmental, social and corporate governance-linked features and other similar contingent features. The IASB added disclosure requirements for financial instruments with contingent features that do not relate directly to basic lending risks and costs, and amended disclosures relating to equity instruments designated at fair value through other comprehensive income. The amendments are effective for reporting periods beginning on or after January 1, 2026. Management is currently assessing the impact of the new standard on the Company's interim and annual financial statements.

8	Page
A MARC R ESOURCES L TD .<br><br>Notes to the Condensed Interim Financial Statements.<br><br>For the three months ended June 30, 2025 and 2024<br><br>(Unaudited - Expressed in Canadian Dollars, unless otherwise stated)
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3. CASH

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

4. MARKETABLE SECURITIES

As at June 30, 2025, the fair value of its current holdings was $8,955 (March 31, 2025 - $22,086) and during the quarter ended June 30, 2025 there was a negative change of fair value adjustment of $13,131 (June 30, 2024 – $4,752 negative 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 June 30, 2025, the Company held the following marketable securities:

Company	Shares/Warrants Held		Cost	Fair Value At June 30, 2025	Fair Value At March 31, 2025	Change in Fair Value
	(#)		()	()	()	()
Carlyle Commodities Corp - Shares		550,000
Carlyle Commodities Corp - Warrants		550,000
Other		1,678,839					)
Total		2,778,839					)

All values are in US Dollars.

5. AMOUNTS RECEIVABLE AND OTHER ASSETS

	June 30, 2025	March 31, 2025
	()	()
Sales tax refundable
Prepaid

All values are in US Dollars.

6. EXPLORATION AND EVALUATION EXPENSES AND COST RECOVERIES

During the three months ended June 30, 2025, the Company incurred $6,567,364 (three months ended June 30, 2024 - $4,745,133) on exploration and evaluation expenses and recovered $6,262,208 (three months ended June 30, 2024 - $4,211,577) from the partners which have been included on the condensed interim statements of comprehensive loss. The following tables summarize the exploration and evaluation expenses incurred.

9	Page
A MARC R ESOURCES L TD .<br><br>Notes to the Condensed Interim Financial Statements.<br><br>For the three months ended June 30, 2025 and 2024<br><br>(Unaudited - Expressed in Canadian Dollars, unless otherwise stated)
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	IKE	JOY	DUKE	OTHER	TOTAL
---	---	---	---	---	---
Three months ended June 30, 2025	()	()	()	()	()
Assays and analysis
Drilling
Environmental
Equipment rental
Freight
Geological, including geophysical
Graphics
Helicopter and fuel
Operations support
Property acquisition and assessments costs
Socioeconomic
Technical data
Travel and accommodation
Total
	IKE	JOY	DUKE	OTHER	TOTAL
Three months ended June 30, 2024	()	()	()	()	()
Assays and analysis
Drilling
Environmental
Equipment rental
Freight
Geological, including geophysical
Graphics
Operations support
Helicopter and fuel
Property acquisition and assessments costs
Socioeconomic
Technical data
Travel and accommodation

All values are in US Dollars.

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

(a) IKE District

The IKE District is subject to the following royalties:

·	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.
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A MARC R ESOURCES L TD .<br><br>Notes to the Condensed Interim Financial Statements.<br><br>For the three months ended June 30, 2025 and 2024<br><br>(Unaudited - Expressed in Canadian Dollars, unless otherwise stated)
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(b) JOY District

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 JOY District. To earn an initial 60% interest, Freeport is required to fund $35 million of work expenditures over a 5- year term. On May 11, 2025, Freeport earned the 60% interest under an accelerated timeframe and a joint venture corporation, Aurora Minerals Ltd. is required to operate the JOY District. Freeport 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. As of the date hereof, Amarc believes that given Freeport has exceeded the $35 million Expenditures requirement for Stage 1 that it will formally elect to proceed to Stage 2 in the near future. If it does so, Freeport is not obligated to continue funding Stage 2 and may abandon it at any time and revert to 60:40 ownership arrangement.

On February 5, 2025, the Company entered into a mineral property option agreement to acquire 100% interest in 22 mineral claims that are located adjacent to its JOY tenure and immediately to the east of its AuRORA copper-gold-silver (“Cu-Au-Ag”) discovery. The terms of the 5-year option to acquire 100% of the Brenda Property require annual payments of $400,000 with the option to purchase exercise price starting at $8 million if exercised in the first year, and increasing on an annual basis to $12 million in year five. The claims are subject to a 2% net smelter returns royalty of which 1% (or one-half) can be acquired for $5 million before commencement of commercial mining operations or $10 million after commencement of mining. The claims fall largely within the area of common interest under the Agreement. In April, 2025, Freeport exercised its right to have the entire Brenda Property included in the JOY District.

In addition, Freeport has an option to acquire 80% of the PIL Property from Finlay Minerals Ltd. (“Finlay”). Approximately 32% (42.34 km2) of the PIL Property mineral claims area lies within the area of common interest under the Agreement. The Company has exercised its right to have the area under common interest brought into the JOY District. Freeport is responsible for making all expenditures to fund the exercise of the PIL Property option with Finlay. Expenditures incurred within the area of common interest will be credited towards the Agreement with Amarc. If Freeport acquires its interest in the PIL Property, Amarc will have a maximum interest of 24% of the PIL Property.

JOY District is subject to the following royalties:

·	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.
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A MARC R ESOURCES L TD .<br><br>Notes to the Condensed Interim Financial Statements.<br><br>For the three months ended June 30, 2025 and 2024<br><br>(Unaudited - Expressed in Canadian Dollars, unless otherwise stated)
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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 statement of comprehensive loss as the Company incurs the related expenditures. On June 30, 2025, the Company recorded advanced contributions balance of $939,836 (March 31, 2025 - $Nil).

During the three months ended June 30, 2025, the Company recorded a gross amount of cost recovery of $2,023,193 (three months ended June 30, 2024 - $1,187,195) offsetting the expenditures incurred pursuant to the Agreement.

(c) DUKE District

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. Amarc is 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.

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 three months ended June 30, 2025, the Company recorded advanced contributions balance of $1,324,930 (March 31, 2025 - $635,530).

During the three months ended June 30, 2025, the Company recorded a gross amount of cost recovery of $4,253,017 (June 30, 2024: $3,024,382) offsetting the expenditures incurred pursuant to the Agreement.

(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 million 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 million has been paid to optionor.

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A MARC R ESOURCES L TD .<br><br>Notes to the Condensed Interim Financial Statements.<br><br>For the three months ended June 30, 2025 and 2024<br><br>(Unaudited - Expressed in Canadian Dollars, unless otherwise stated)
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7. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

	June 30, 2025	March 31, 2025
	()	()
Accounts payable
Accrued liabilities
Total

All values are in US Dollars.

8. 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 November 25, 2024, the Lender agreed to extend the repayment date of the Loan to November 26, 2025.

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 change in the Loan balance is as follows:

	Three months ended	Year ended
	June 30, 2025	March 31, 2025
	()	()
Opening balance
Amortization of transaction costs
Closing balance

All values are in US Dollars.

Finance expenses		Three months ended June 30,
	2025	2024
	()	()
Interest on loan
Amortization of transaction costs
Total

All values are in US Dollars.

13	Page
A MARC R ESOURCES L TD .<br><br>Notes to the Condensed Interim Financial Statements.<br><br>For the three months ended June 30, 2025 and 2024<br><br>(Unaudited - Expressed in Canadian Dollars, unless otherwise stated)
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9. 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.

During the three months ended June 30, 2025, 133,332 common shares were issued as a result of exercise of share purchase options.

As at June 30, 2025, the number of total issued and outstanding common shares is 224,327,364 (March 31, 2025: 224,194,032)

(b) Share purchase options

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

	June 30, 2025					March 31, 2025
	Weighted Average Exercise Price		Number of Options			Weighted Average Exercise Price		Number of Options
Beginning balance		0.102		5,945,332			0.000		13,410,000
Cancelled	NA			-			0.116		(1,480,000	)
Exercised		0.095		(133,332	)		0.000		(6,214,668	)
Expired	NA			-			0.120		(60,000	)
Granted		0.680		100,000			0.670		290,000
Ending balance		0.143		5,912,000			0.102		5,945,332

The following summarizes information on the options outstanding and exercisable as at June 30, 2025:

			Weighted Average		Number of		Number of
			Remaining Contractual		Options		Options
Exercise price		Expiry date	Life (periods)		Outstanding		Exercisable
$	0.125	11-Apr-26		0.78		120,000		120,000
$	0.105	22-Mar-29		3.73		5,100,000		5,100,000
$	0.105	22-Mar-27		1.73		302,000		302,000
$	0.670	4-Feb-30		4.60		290,000		203,000
$	0.680	27-Jun-30		4.99		100,000		50,000
				3.63		5,912,000		5,775,000

The Company uses the Black-Scholes option pricing model to estimate the fair value for all stock-based compensation. The expected volatility assumption inherent in the pricing model is based on the historical volatility of the Company’s stock over a term equal to the expected term of the option granted.

During the three months ended June 30, 2025, the Company granted 100,000 share purchase options at an exercise price of $0.68 to its contractor. The weighted average assumptions used in the option pricing model and the resulting weighted average fair values per option for the options granted during the three months ended June 30, 2025 were as follows:

Risk-free rate:		2.86	%
Expected life:	5 years
Expected volatility:		110	%
Expected dividends:	Nil
Weighted average fair value per option:	$	0.54
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A MARC R ESOURCES L TD .<br><br>Notes to the Condensed Interim Financial Statements.<br><br>For the three months ended June 30, 2025 and 2024<br><br>(Unaudited - Expressed in Canadian Dollars, unless otherwise stated)
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(c) Share purchase warrants

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

	June 30, 2025				March 31, 2025
	Weighted Average Exercise Price		Number of Warrants		Weighted Average Exercise Price		Number of Warrants
Beginning balance		0.06		4,807,693		0.06		10,984,163
Exercised	NA			–		0.057		(6,176,470	)
Ending balance		0.08		4,807,693		0.06		4,807,693

The following summarizes information on the warrants outstanding as at June 30, 2025:

			Weighted Average
			Remaining Contractual		Warrants
Exercise price		Expiry date	Life (periods)		Outstanding
$	0.080	1-Dec-28		3.42		4,807,693
				3.42		4,807,693

10. RELATED PARTY TRANSACTIONS

	June 30, 2025	March 31, 2025
Balances due to related parties	()	()
Hunter Dickinson Services Inc.
United Mineral Services Ltd.
Thomas Wilson (CFO fees)
Total

All values are in US Dollars.

(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.

During the three months ended June 30, 2025, the Company’s President, Chief Executive Officer and Director and Corporate Secretary provided services to the Company under a service agreement with Hunter Dickinson Services Inc. (Note 11(b)).

During the three months ended June 30, 2025, the Company recorded share-based compensation expense of $96 (June 30, 2024 - $60,432) in relation to 200,000 stock options issued to directors and officers of the Company in April 2023.

During the three ended June 30, 2025, the Company incurred fees totaling $15,703 (June 30, 2024 -$15,703) in respect of services provided by the Chief Financial Officer.

15	Page
A MARC R ESOURCES L TD .<br><br>Notes to the Condensed Interim Financial Statements.<br><br>For the three months ended June 30, 2025 and 2024<br><br>(Unaudited - Expressed in Canadian Dollars, unless otherwise stated)
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(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 and as available from HDSI (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:

	Three months ended June 30,
	2025	2024
(rounded to the nearest thousand CAD)	()	()
Services received from HDSI and as requested by the Company
Information technology – infrastructure and support services
Office rent
Reimbursement, at cost, of third-party expenses
incurred by HDSI on behalf of the Company
Total

All values are in US Dollars.

16	Page
A MARC R ESOURCES L TD .<br><br>Notes to the Condensed Interim Financial Statements.<br><br>For the three months ended June 30, 2025 and 2024<br><br>(Unaudited - Expressed in Canadian Dollars, unless otherwise stated)
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(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 three month ended June 30, 2025, the Company incurred costs of $14,002 (three months ended June 30, 2024 - $4,901) in respect of reimbursement of expenses.

11. SUPPLEMENTARY INFORMATION TO THE STATEMENTS OF LOSS

(a) Salaries, fees and benefits

	Three months ended June 30,
	2025(1)	2024(1)
Salaries, fees and benefits	()	()
Exploration and evaluation expenses
Administration expenses ^(2)^

All values are in US Dollars.

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

^(1)^	rounded to the nearest thousand dollar
^(2)^	includes salaries and benefits included in office and administration expenses (Note 11(b)) and other salaries and benefits expenses classified as administration expenses

(b) Office and administration expenses

Office and administration expenses include the following:

	Three months ended June 30,
	2025(1)	2024(1)
	()	()
Salaries and Benefits
Data processing and retention
Insurance
Other office expenses

All values are in US Dollars.

(1) rounded to the nearest thousand dollar

12. 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 years ended March 31, 2025 and 2024 are as follows:

Right-of-use-asset	()
Balance at March 31, 2025
Amortization		)
Balance at June 30, 2025

All values are in US Dollars.

17	Page
A MARC R ESOURCES L TD .<br><br>Notes to the Condensed Interim Financial Statements.<br><br>For the three months ended June 30, 2025 and 2024<br><br>(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 three months ended June 30, 2025 are as follows:

Lease liability	()
Balance at March 31, 2025
Lease payment – base rent portion		)
Lease liability – accretion expense
Balance at June 30, 2025
Current portion
Long-term portion

All values are in US Dollars.

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 2026 (July 1, 2025 to March 31, 2026)
Fiscal 2027 (April 1, 2026 to April 29, 2027) (Note 6)
Total undiscounted lease payments
Less: imputed interest		)
Lease liability as at June 30, 2025

All values are in US Dollars.

13. 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.

18	Page
A MARC R ESOURCES L TD .<br><br>Notes to the Condensed Interim Financial Statements.<br><br>For the three months ended June 30, 2025 and 2024<br><br>(Unaudited - Expressed in Canadian Dollars, unless otherwise stated)
---

The Company is not subject to any imposed equity requirements.

There were no changes to the Company’s approach to capital management during the three months ended June 30, 2025.

(b) Carrying amounts and fair values of financial instruments

Fair value

IFRS 7 Financial Instruments: Disclosures establishes a fair value hierarchy for financial instruments measured at fair value. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The three levels of the fair value hierarchy are as follows:

Level 1 ‐ applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2 ‐ applies to assets or liabilities for which there are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly such as quoted prices for similar assets or liabilities in active markets or indirectly such as quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions.

Level 3 ‐ applies to assets or liabilities for which there are unobservable market data.

The Company’s recorded amounts of cash, amounts receivable, accounts payable and other liabilities approximate their respective fair values due to their short‐term nature. The carrying value of the restricted cash approximates its fair value, as it is cash-based. The Company’s marketable securities are carried at fair value based on quoted prices in active markets (level 1).

As at June 30, 2025, 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.

19	Page
A MARC R ESOURCES L TD .<br><br>Notes to the Condensed Interim Financial Statements.<br><br>For the three months ended June 30, 2025 and 2024<br><br>(Unaudited - Expressed in Canadian Dollars, unless otherwise stated)
---

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.

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. In the management of liquidity risk, the Company maintains a balance between continuity of funding and the flexibility through the use of borrowings. Management closely monitors the liquidity position and expects to have adequate sources of funding to finance the Company’s projects and operations. The directors of the Company are of the opinion that, taking into account the Company's cash reserves and external financial resources, the Company has sufficient working capital for its current obligations.

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 June 30, 2025, 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 June 30, 2025, the Company’s exposure to price risk was not significant in relation to these Financial Statements.

14. EVENTS AFTER THE REPORTING PERIOD

a)	Subsequent to June 30, 2025, 100,000 stock options were granted at an exercise price of $0.77.
b)	On August 21, 2025, the Company issued 1,000,000 common shares to Gold Fields Toodoggone Exploration Corp. as part of the contingency consideration set out in the amended PINE property purchase agreement dated on December 9, 2019 whereby consideration was an aggregate of 7,000,000 common shares of which 5,000,000 was issued in the first year and a further 2,000,000 was contingent on certain expenditure levels.
20	Page
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ahr_ex992.htm

EXHIBIT 99.2

AMARC RESOURCES LTD.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED JUNE 30, 2025

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AMARC RESOURCES LTD.<br> <br>MANAGEMENT’S DISCUSSION AND ANALYSIS<br> <br>FOR THE THREE MONTHS ENDED JUNE 30, 2025

DATE	3
DESCRIPTION OF THE BUSINESS	4
CURRENT QUARTER AND RECENT HIGHLIGHTS	5
MINERAL PROPERTIES	6
MARKET TRENDS	11
RESULTS OF OPERATIONS	12
LIQUIDITY	13
CAPITAL RESOURCES	14
COMMITMENTS AND FINANICAL OBLIGATIONS	14
OFF-BALANCE SHEET ARRANGEMENTS	14
TRANSACTIONS WITH RELATED PARTIES	14
PROPOSED TRANSACTIONS	15
CHANGES IN ACCOUNTING POLICIES INCLUDING INITIAL ADOPTION	16
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT	16
OUTSTANDING SHARE DATA	17
DISCLOSURE CONTROLS AND PROCEDURES	17
INTERNAL CONTROLS OVER FINANCIAL REPORTING PROCEDURES	18
LIMITATIONS OF CONTROLS AND PROCEDURES	18
TECHNICAL INFORMATION	18
RISK FACTORS	19

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AMARC RESOURCES LTD.<br> <br>MANAGEMENT’S DISCUSSION AND ANALYSIS<br> <br>FOR THE THREE MONTHS ENDED JUNE 30, 2025

DATE

This Management's Discussion and Analysis ("MD&A") should be read in conjunction with the audited financial statements (the “Annual Financial Statements”) of Amarc Resources Ltd. (“Amarc”, or the “Company”) for the year ended March 31, 2025, and the audited financial statements (the “Financial Statements”) of the Company for the year ended March 31, 2025, both of which are publicly available on SEDAR+ at www.sedarplus.ca. All monetary amounts herein are expressed in Canadian Dollars ("CAD") unless otherwise stated.

The Company reports in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IASB") and interpretations of the IFRS Interpretations Committee (together known as "IFRS"). The following disclosure and associated Financial Statements are presented in accordance with IFRS.

This MD&A is prepared as of August 28, 2025.

Cautionary Note to Investors Concerning Forward-looking Statements This MD&A includes certain statements that may be deemed "forward-looking statements". All such statements, other than statements of historical facts that address exploration plans and plans for enhanced relationships are forward-looking statements. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Assumptions used by the Company to develop forward-looking statements include the following: Amarc's projects will obtain all required environmental and other permits and all land use and other licenses, studies and exploration of Amarc's projects will continue to be positive, and no geological or technical problems will occur. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, potential environmental issues or liabilities associated with exploration, development and mining activities, exploitation and exploration successes, continuity of mineralization, uncertainties related to the ability to obtain necessary permits, licenses and tenure and delays due to third party opposition, changes in and the effect of government policies regarding mining and natural resource exploration and exploitation, exploration and development of properties located within Aboriginal groups asserted territories may affect or be perceived to affect asserted aboriginal rights and title, which may cause permitting delays or opposition by Aboriginal groups, continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. For more information on Amarc Resources Ltd., investors should review Amarc's annual Form 20-F filing with the United States Securities and Exchange Commission at www.sec.gov and its home jurisdiction filings that are available at www.sedarplus.ca.

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AMARC RESOURCES LTD.<br> <br>MANAGEMENT’S DISCUSSION AND ANALYSIS<br> <br>FOR THE THREE MONTHS ENDED JUNE 30, 2025

DESCRIPTION OF THE BUSINESS

Amarc is a mineral exploration and development company with an experienced and successful management team focused on developing a new generation of long life, high value British Columbia (“BC”) porphyry copper-gold (“Cu-Au”) mines. By combining high demand projects with successful management, Amarc has created a solid platform to create value from its exploration and development stage assets.

Amarc is advancing its JOY, DUKE and IKE porphyry Cu±Au districts located in northern, central and southern BC, respectively. The JOY, DUKE and IKE Districts represent significant potential for the discovery and development of multiple and important-scale, porphyry Cu±Au deposits. Importantly, each of the three districts is located in proximity to industrial infrastructure – including power, highways and rail.

JOY Cu-Au District

Amarc entered into a Mineral Property Earn-In Agreement (“Agreement”) with Freeport Freeport-McMoRan Mineral Properties Canada Inc. (“Freeport”), a wholly owned subsidiary of Freeport-McMoRan Inc. on the JOY District (“JOY” or the “District”) in 2021 (Amarc release, May 12, 2021). Freeport may acquire up to a 70% ownership interest in JOY by making staged investments totaling $110 million. Freeport has funded over $35 million, including approximately $12 million in 2024/25, and has earned a 60% interest in the private joint venture corporation, Aurora Minerals Ltd., which owns the JOY District mineral titles in the JOY District (Amarc release May 29, 2025). Freeport can elect, in its sole discretion, to earn an additional 10% in the mineral claims comprising the JOY District, plus other rights and interests (for a total 70% interest) by sole funding a further $75 million within the following five years. As of the date hereof, Amarc believes that given Freeport has exceeded the $35 million Expenditures requirement for Stage 1 that it will formally elect to proceed to Stage 2 in the near future. If it does so, Freeport is not obligated to continue funding Stage 2 and may abandon it at any time and revert to 60:40 ownership arrangement.

A significant new discovery was made in the JOY Cu-Au District in 2024: the high grade, gold-rich porphyry Cu-Au-Ag AuRORA deposit. AuRORA is characterized by the excellent lateral and vertical continuity of its mineralization that begins near to the surface and is open to lateral expansion. Amarc also made a second discovery of new mineralization at the Twins Cu-Au deposit target as well as intersecting additional porphyry Cu-Au mineralization at the Canyon Discovery (made in 2022) and the historical PINE Deposit (Amarc release, February 28, 2025)

DUKE Cu-Au District

On November 22, 2022, Amarc announced it had entered into an agreement (the “DUKE Agreement”) with Boliden Mineral Canada Ltd. (“Boliden”), a wholly-owned subsidiary of the Boliden Group. Under the terms of the DUKE 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 CAD$30 million of exploration and development expenditures within four years of the effective date of the Agreement. Amarc is 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 CAD$60 million of exploration and development expenditures at a minimum rate of CAD$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.

Winter drilling in the DUKE Cu-Au District in 2024 identified two new areas with significant resource expansion potential at the DUKE Deposit (Amarc release, June 25, 2024). In addition, drill testing of high potential Cu-Au targets across the District commenced in the summer of 2024. Over a timespan of less than 12 months, Amarc's DUKE District program has revealed hallmarks of early-stage exploration success within a greenfields district.

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AMARC RESOURCES LTD.<br> <br>MANAGEMENT’S DISCUSSION AND ANALYSIS<br> <br>FOR THE THREE MONTHS ENDED JUNE 30, 2025

IKE Cu-Au District

Amarc is self funding work at the IKE Cu-Au District. Following the discovery of a significant porphyry copper deposit – the IKE copper-molybdenum-silver (“Cu-Mo-Ag”) deposit, Amarc re-initiated work in 2024 to test the Cu-Au potential of this District, focusing on the historical, higher grade Empress Cu-Au deposit and the Greater Empress Area. The program included re-logging and re-assaying of core from historical drilling in the Empress area, and new drilling in nine holes at the Empress Deposit and Empress East Deposit Target together with ground and airborne survey work.

Historical drilling at Empress had encountered significant higher grade Cu-Au-Ag replacement-style mineralization. Re-assay work showed that the majority of the historical assays have strong positive correlations with the 2024 re-assay data; hence, the historical database can be used in modelling and resource estimation moving forward. The new drilling completed in 2024 intersected additional significant mineralization, further supporting the historical results and high potential for expansion of the Empress Deposit (Amarc release, May 14, 2025).

CURRENT QUARTER AND RECENT HIGHLIGHTS

·	On May 14, 2025, the Company announced the results from its comprehensive, late 2024 exploration program at its 100% owned self-funded IKE District. Significant assays from nine core holes drilled at the Empress Deposit include:

181 m at 0.46% CuEQ (0.31 g/t Au, 0.29% Cu and 0.8 g/t Ag) from 30 m

and 60 m at 0.90% CuEQ (0.60 g/t Au, 0.56% Cu and 1.3 g/t Ag) from 123 m

68 m at 0.56% CuEQ (0.30 g/t Au, 0.38% Cu and 1.0 g/t Ag) from 123 m

incl. 29 m at 0.73% CuEQ (0.46 g/t Au, 0.47% Cu and 1.3 g/t Ag)

Significant assays from 2024 resampling of historical core at the Empress Deposit include:

99 m at 0.61% CuEQ (0.34 g/t Au, 0.41% Cu and 1.8 g/t Ag) from 22 m

incl. 60 m at 0.74% CuEQ (0.37 g/t Au, 0.52% Cu and 2.3 g/t Ag)

158 m at 0.69% CuEQ (0.47 g/t Au, 0.43% Cu and 1.0 g/t Ag) from 23 m

and 47 m at 1.44% CuEQ (0.89 g/t Au, 0.93% Cu and 1.8 g/t Ag) from 107 m

77 m at 0.73% CuEQ (0.48 g/t Au, 0.45% Cu and 1.2 g/t Ag) from 146 m

incl. 44 m at 1.14% CuEQ (0.77 g/t Au, 0.70% Cu and 1.9 g/t Ag)

On May 29, 2025, the Company announced that Freeport has provided notice under the Mineral Property Earn-In Agreement (the “Agreement”) (see Amarc release May 12, 2021) that it has invested CAD $35 million, under an accelerated time frame, and earned an initial 60% interest in the JOY District. The 2025 program of CAD $10 million is subject to Freeport electing to proceed to fund an additional CAD $75 million in exploration and development programs under Stage 2 of the Agreement, which election is anticipated by Amarc to be made during the third quarter of 2025. At Freeport’s request, Amarc has agreed to continue managing all aspects of the exploration work programs.

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AMARC RESOURCES LTD.<br> <br>MANAGEMENT’S DISCUSSION AND ANALYSIS<br> <br>FOR THE THREE MONTHS ENDED JUNE 30, 2025

On July 2, 2025, the Company announced that it has commenced an extensive 2025 drill program at its 100% owned DUKE District. Drilling is planned to test a number of copper-gold ("Cu-Au") deposit targets across the 732 km^2^ District. This year's program - budgeted at CAD$10 million - will again be funded by Boliden (see release December 17, 2024), which is earning-in at DUKE. Amarc is the project operator.

On July 7, 2025, the Company announced the appointment of Carol Li as CFO of the Company effective July 19, 2025, and the resignation of Thomas Wilson as CFO of the Company.

On July 16, 2025, the Company announced that it and Freeport recently commenced an approved $10 M 2025 exploration program, which includes substantial drilling at the JOY District. Drilling will be focused at the new, high grade, gold-rich porphyry copper-gold-silver (“Cu-Au-Ag”) AuRORA Deposit, the PINE Deposit and the Twins and Canyon Discoveries as well as other drill-ready Cu-Au Deposit Targets across the District (see Amarc releases January 17 and 21, and February 28, 2025). Amarc continues to manage the exploration programs which are being 100% funded by Freeport.

MINERAL PROPERTIES

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AMARC RESOURCES LTD.<br> <br>MANAGEMENT’S DISCUSSION AND ANALYSIS<br> <br>FOR THE THREE MONTHS ENDED JUNE 30, 2025

The JOY Cu-Au District

The approximately 630 km^2^JOY District is located immediately to the north of the prolific Kemess porphyry Cu-Au district (the “Kemess District”) in the Toodoggone region of north-central BC. A geological region with high potential for important porphyry and epithermal deposits, the Toodoggone is part of BC's Golden Horseshoe that extends to the Golden Triangle in the west.

Three deposit discoveries have been made in the JOY District over the past four years. These include the high grade AuRORA Cu-Au-Ag Deposit made in 2024, the Twins Cu-Au Discovery also made in 2024, and the Canyon Cu-Au Discovery made in 2022. Drilling has also expanded the Canyon Discovery and the historical PINE porphyry Cu-Au deposit (the “PINE Deposit”), which remains open to expansion laterally and to depth, and established a pipeline of other large, high potential, porphyry Cu-Au targets across the District.

The high grade, gold-rich porphyry Cu-Au-Ag AuRORA Deposit was discovered in the expansive Northwest Gossan (“NWG”) Target in an area of the JOY District that until 2024 had not been drill tested. The first hole ever drilled at AuRORA, intersected a new porphyry Cu-Au-Ag system hosting high and continuous Au grades. Following completion of this discovery hole, Amarc initiated systematic step out drilling with three core rigs, with a view to begin to outline the Cu-Au-Ag deposit (Amarc release January 17,2020 and February 20, 2025). In addition to the 20 holes completed at the AuRORA discovery in 2024, five initial scout drill holes were completed elsewhere within the NWG Target, a 3.7 km2 area defined by Induced Polarization (“IP”) chargeability ground geophysics. These scout drill holes were located based on 2023 exploration survey data, and information from this drilling has been assessed in conjunction with the AuRORA discovery drill hole data and results from expanded surface geochemical sampling completed at NWG in 2024 to guide the 2025 program.

The highly prospective Twins porphyry target sulphide system is defined by a 7 km^2^ IP chargeability geophysics anomaly. One of the early scout holes tested a magnetic high within the chargeability anomaly and intersected a broad 204 m geochemically anomalous interval with 136 ppb Au and 340 ppm Cu from 12 m, and considered to be in proximity to a porphyry Cu-Au deposit. Additional drilling is required to determine the extent and nature of this discovery and to further explore the extensive, high potential Twins Target.

The PINE Deposit and its expansion potential are hosted within a 6 km^2^ mineralized system, which remains to be fully explored. It is noted that historically, the PINE Deposit in the JOY District saw several phases of drilling. Initial work by Amarc in the District had identified significant expansion potential at the PINE Deposit, and also at the MEX deposit target for drill testing. Amarc had also defined seven large (approximately 1 to 5 km^2^), high potential porphyry Cu-Au exploration target areas, each of which hosts multiple targets that were either drill-ready or could rapidly be brought up to a drill ready status by the completion of focused surface surveys. These targets were identified through a highly effective targeting strategy, initially achieved by combining and interpreting information from the Company’s early exploration surveys and extensive historical datasets. These datasets include results from soil geochemical sample grids, airborne magnetics and ground IP geophysical surveys, geological and alteration mapping and historical drilling. The large historical soils geochemical database (6,390 samples) was of particular use.

The JOY technical information up and including 2020 is summarized in the Company’s National Instrument 43-101 Technical Report (“JOY Technical Report”) filed under Amarc’s profile at www.sedarplus.ca and on the Company’s website at www.amarcresources.com/projects/joy-project/technical-report. Additional details on Amarc’s exploration programs at JOY from 2021-2023 are available in previous MD&As or in new releases on the Company’s website.

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AMARC RESOURCES LTD.<br> <br>MANAGEMENT’S DISCUSSION AND ANALYSIS<br> <br>FOR THE THREE MONTHS ENDED JUNE 30, 2025

On May 12, 2021, Amarc announced it entered into an agreement (the "JOY Agreement") with Freeport pursuant to which Freeport may acquire, through a staged two-stage option up to a 70% ownership interest in the mineral claims comprising the JOY District, plus other rights and interests, over up to a 10year period. To earn an initial 60% interest, Freeport is required to fund CAD$35 million of work expenditures over a 5-year term. Once Freeport has acquired such 60% interest, Amarc and Freeport will proceed to explore and develop 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% in the mineral claims comprising the JOY District, plus other rights and interests (for a total 70% interest) by sole funding a further CAD$75 million within the following five years.

In May 2025, Amarc announced that Freeport had provided notice under the JOY Agreement that it had invested CAD$35 million, under an accelerated time frame, and earned an initial 60% interest in the JOY District, and that the planned CAD$10 million 2025 program is subject to Freeport electing to proceed to fund an additional CAD$75 million in exploration and development programs under Stage 2 of the JOY Agreement, which election will formally be made in the near future. If it does so, Freeport is not obligated to continue funding Stage 2 and may abandon it at any time and revert to 60:40 ownership arrangement. The approved 2025 program has commenced (Amarc release July 16, 2025).

Brenda Property

On February 11, 2025, the Company announced that it has signed a mineral property option agreement with Canasil Resources Inc. (“Canasil”) pursuant to which Amarc can acquire 100% interest in 22 mineral claims that are located adjacent to its JOY tenure and immediately to the east of its AuRORA Cu-Au-Ag discovery. The terms of the 5-year option to acquire 100% of the Brenda Property require annual payments of $400,000 with the option to purchase exercise price starting at $8 million if exercised in the first year, and increasing on an annual basis to $12 million in year five. The claims are subject to a 2% NSR royalty of which 1% (or one-half) can be acquired for $5 million before commencement of commercial mining operations and $10 million after commencement of mining. The claims fall largely within the area of common interest under the JOY agreement of 2021. Freeport has exercised its right to have the entire Brenda tenure included in the JOY Agreement (Amarc release July 16, 2025).

The adjoining 44.5 km2 Brenda Property optioned from Canasil is surrounded on three sides by Amarc’s JOY mineral tenures. The Brenda Property is underlain by the same highly prospective volcanics and transitional porphyry Cu-Au and epithermal Au-Ag geological setting as at Amarc’s recent AuRORA and Canyon porphyry Cu-Au discoveries. Historical exploration of the Brenda Property has identified both epithermal and porphyry related rock alteration assemblages hosting Cu, Au and Ag mineralization, and includes an intersection of 78 m grading 0.61 g/t Au and 0.10% Cu from 110 m in hole BR-07-05, which was collared adjacent to a large gossan (see Canasil 2021 Technical Report at www.sedarplus.ca).

PIL Property

In July 2025, Amarc announced that it had exercised its right to have approximately 32% of the total mineral claims area of Freeport’s option to acquire 80% of the PIL Property (see Finlay Minerals Ltd. (TSXV:FYL) release April 17, 2025) brought into the JOY District (Amarc release July 16, 2025). The PIL Property is adjacent to the northwest of the original JOY District tenure. Three additional claims staked by Amarc, and lying adjacent to the southeast of the JOY District have also been added to the District.

-8-

AMARC RESOURCES LTD.<br> <br>MANAGEMENT’S DISCUSSION AND ANALYSIS<br> <br>FOR THE THREE MONTHS ENDED JUNE 30, 2025

Approximately 32% (42.34 km^2^) of the PIL mineral claims area lies within the area of common interest under the Amarc – Freeport JOY Agreement. Freeport is responsible for making any expenditures to fund the exercise of the PIL option with Finlay, and expenditures incurred within the Amarc area of common interest only will count towards Freeport’s anticipated election to spend CAD $75 million under Stage 2 of the Agreement with Amarc. If Freeport fulfills its obligation to acquire 80% of the PIL Property, Amarc will have a maximum interest of 24% in the PIL mineral claims within the area of common interest.

The DUKE Cu-Au District

DUKE District is located 80 km northeast of Smithers in the broader Babine Region, one of BC’s most prolific porphyry Cu-Au belts. The Babine Region, a 40 by 100 km north to northwesterly striking mineralized belt is host to Noranda Mines’ past producing Bell and Granisle Cu-Au mines that produced a total of 1.1 billion pounds of Cu, 634,000 ounces of Au and 3.5 million ounces of Ag^1^, and the advanced stage Morrison Cu-Au deposit that is also held by another company. Amarc’s DUKE porphyry Cu-Mo±Au±Ag Deposit is located 30 km north of the Bell Mine. Extensive infrastructure, primarily relating to the forestry industry but also dating back to previous mining activity, exists in the District.

The^^732 km^2^ DUKE District includes both the DUKE porphyry Cu-Mo±Au±Ag Deposit (“DUKE”) and a series of high potential porphyry Cu-Au deposit targets generated from the Company’s ongoing district-scale targeting programs.

Amarc completed initial drill testing in 2017 and 2018. In 2017, extensive porphyry copper-style mineralization was discovered by two holes (Amarc release, December 19, 2017). Seven of nine holes drilled by Amarc in 2018 successfully tested the geometry and grade distribution of the porphyry copper-style mineralization over an area measuring approximately 400 m north-south by 600 m east-west, with mineralization extending to the depth of drilling – over 360 m deep. Shortly after signing of the Boliden agreement, Amarc initiated delineation drilling at the DUKE Deposit, completing 11,070 m between early December 2022 and mid-March 2023. This work confirmed the DUKE Deposit extends to depths of at least 600 m and expanded the deposit footprint laterally to over 650 m north-south by 800 m east-west. A two-phase field program was completed in 2024 including a delineation drilling program of 4,828 m in nine holes in the winter of 2024 and a summer program of 5,815 m of core drilling in 19 holes, testing of three Cu-Au deposit targets across the prospective DUKE Cu-Au District; and 121 line-km of ground IP and airborne geophysical surveys to delineate targets for future drill testing. The winter program further defined Cu-Mo mineralization in the central portion of the Deposit and identified potentially important volumes of additional mineralization to the south and north of the main Deposit (Amarc release, June 25, 2024).

Technical information from historical programs and Amarc work at DUKE to 2020 is summarized from the Company’s National Instrument 43-101 Technical Report (“DUKE Technical Report”) filed under Amarc’s profile at www.sedarplus.ca and on the Company’s website at www.amarcresources.com/projects/duke-project/technical-report.

-9-

AMARC RESOURCES LTD.<br> <br>MANAGEMENT’S DISCUSSION AND ANALYSIS<br> <br>FOR THE THREE MONTHS ENDED JUNE 30, 2025

On November 22, 2022, Amarc announced it had entered into the DUKE Agreement with Boliden.Under the terms of the DUKE 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 CDN$30 million of exploration and development expenditures within four years of the effective date of the Agreement. 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 CDN$60 million of exploration and development expenditures at a minimum rate of CDN$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. Amarc is the operator during the initial earn-in stage.

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.

Boliden has committed an $10 million investment during 2025. Since the effective date of the DUKE Agreement, Boliden has provided $26.3 million to advance the exploration at DUKE through to the end of June 2025.

In June 2025, the Company announced initiation of its 2025 exploration program and results from its initial scout drilling in 2024 at the Svea, JO and C4 targets. All three targets are located to the north of the DUKE Deposit. The JO and C4 Targets were not previously known and had not been drill tested. The Svea Target had limited historical drill testing in the late 1960’s and early 1970’s. The initial results show:

The effective use of reconnaissance scale IP and airborne magnetic geophysical surveys, along with geochemical and geological surveys for target delineation, followed by initial scout drilling, is identifying the presence of mineralized biotite-feldspar porphyry (“BFP”) intrusions. BFP intrusions are associated with most of the major porphyry Cu-Au-Mo deposits (Granisle, Bell, Morrison, DUKE and Nak) in the Babine Region. BFP intrusions hosting porphyry style Cu-Au mineralization have been recognized at the JO and C4 Targets for the first time.

| · | Cu-Au ratios at the C4 and Svea occurrences indicate that the BFP intrusions are Au-enriched. |

| · | The presence of Au enhanced intervals at the JO Target is considered significant: gold-zinc mineralization^2^ is hosted within sulphide-rich black clastic sediments and may represent an ancillary deposit target type in the DUKE District. |

| · | The initial drill programs at the JO, C4 and Svea targets identified prospective mineralized environments (Amarc July 2, 2025 release). Defining the scale of higher-grade mineralization within these permissive environments will be the focus of the 2025 drill programs at these and similar targets. |

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AMARC RESOURCES LTD.<br> <br>MANAGEMENT’S DISCUSSION AND ANALYSIS<br> <br>FOR THE THREE MONTHS ENDED JUNE 30, 2025

The IKE Cu-Au District

Amarc’s 100% owned, 532 km^2^ IKE District is located 35 km northwest of the town of Gold Bridge in southwestern BC and near the heartland of the provinces producing porphyry Cu mines. It is proximal to industrial infrastructure including power, and also highways and rail that connect the District to Vancouver and its port facilities.

Hydrothermal alteration and mineralization, which is prospective for the discovery of porphyry Cu±Au±Mo±Ag and related deposit types occur throughout the expansive IKE District. The District occupies a highly fertile block of crust where magmatic‐hydrothermal‐structural characteristics are favorable for the formation of intrusion-related Cu±Au±Mo±Ag deposits with good grade (see below). These characteristics are common to most porphyry districts around the world that host major, and commonly multiple, Cu±Au±Mo±Ag deposits.

The greater IKE District includes the IKE porphyry Cu-Mo-Ag deposit discovery, the high potential Greater Empress area that hosts the Empress Cu-Au-Ag Deposit and significant porphyry Cu-Au-Mo-Ag and Cu-Au-Ag replacement deposit targets, as well as a number of promising porphyry Cu and Au-Ag epithermal targets. The District has the potential to develop into an important mining camp.

Technical information from historical work and Amarc programs to 2020 is summarized from the Company’s National Instrument 43-101 Technical Report (“IKE 2020 Technical Report”) filed under Amarc’s profile at www.sedarplus.ca and on the Company’s website at www.amarcresources.com/projects/ike-project/technical-report.

On May 29, 2025, the BC government announced a Pathways and Principles Document between the Province and the Tsilhqot'in First Nation to develop the Dasiqox land use plan, a portion of which falls over all of the IKE District. Amarc is in discussion with the provincial government to determine any implications of this planning processes on its IKE District.

MARKET TRENDS

Average annual prices for Cu, Mo, Au and Ag during last 5 years and year to date in calendar 2025 are shown in the following table:

	Average metal price (US)

| 2020 | 2.80/lb | 1,769/oz | 20.54/oz |

| 2021 | 4.27/lb | 1,799/oz | 25.14/oz |

| 2022 | 3.99/lb | 1,800/oz | 21.74/oz |

| 2023 | 3.84/lb | 1,963/oz | 23.39/oz |

| 2024 | 4.16/lb | 2,386/oz | 28.27/oz |

| 2025 (to the date of this document) | 4.31/lb | 3,133/oz | 33.95/oz |

All values are in US Dollars.

Notes:

1.	Source for copper, gold and silver is Argus Media at www.metalprices.com.

| | LME Official Cash Price for copper. LBMA PM price for gold. London PM fix for silver. |

| 2. | Source for molybdenum prices is Platts. |

-11-

AMARC RESOURCES LTD.<br> <br>MANAGEMENT’S DISCUSSION AND ANALYSIS<br> <br>FOR THE THREE MONTHS ENDED JUNE 30, 2025

RESULTS OF OPERATIONS

Key financial results for the last eight quarters are provided in the table below:

	June 30		Mar 31	Dec 31	Sept 30	June 30	Mar 31	Dec 31		Sept 30

| | 2025 | | 2025 | 2024 | 2024 | 2024 | 2024 | 2023 | | 2023 | |

| ('$000's) | () | | () | () | () | () | () | () | | () | |

| Net (income) loss | | | | | | | | | ) | | ) |

| Basic and diluted (earnings) loss per share | | ) | | | | | | | ) | | ) |

All values are in US Dollars.

These amounts are expressed in thousands of Canadian Dollars, except per share amounts. Minor differences are due to rounding.

The variations in net results over the fiscal quarters presented above relate to the Company’s mineral exploration and evaluation activities, which if undertaken typically ramp-up in the summer during the 3^rd^ calendar quarter. See the following section of the MD&A for additional discussions.

Three months ended June 30, 2025

The Company recorded a net loss of $379,029 during the three months ended June 30, 2025 compared to a net loss of $822,799 during the three months ended June 30, 2024.

The following table summarizes the operating results by major categories during the three months ended June 30, 2025 and 2024:

	Three months ended

| | 2025 | | 2024 | |

| | () | | () | |

| Exploration and evaluation assets expenditures | | | | |

| Cost recoveries | | ) | | ) |

All values are in US Dollars.

A breakdown by district and project of the Company’s exploration and evaluation expenses for the three months ended June 30, 2025 and 2024 is as follows:

	IKE	JOY	DUKE	OTHER	TOTAL

| Three months ended June 30, 2025 | () | () | () | () | () |

| Property acquisition and assessments costs | | | | | |

All values are in US Dollars.

-12-

AMARC RESOURCES LTD.<br> <br>MANAGEMENT’S DISCUSSION AND ANALYSIS<br> <br>FOR THE THREE MONTHS ENDED JUNE 30, 2025

	IKE	JOY	DUKE	OTHER	TOTAL

| Three months ended June 30, 2024 | () | () | () | () | () |

| Property acquisition and assessments costs | | | | | |

| | | | | | |

All values are in US Dollars.

The Company recorded cost recoveries for the three months ended June 30, 2025 of $6,262,208 (June 30, 2024 - $4,211,577). The cost recoveries are related to operations at the DUKE District and JOY District.

The general and administration expenses for the three months ended June 30, 2025 were $455,023 compared to $273,288 for the three months ended 2024. The higher general and administration expenses for the three months ended June 30, 2025 is mainly driven by higher consulting fee and partner reporting, travel and accommodation (more marketing activities) and legal fees.

LIQUIDITY

Historically, the Company's sole source of funding has been provided from the issuance of equity securities for cash, primarily through private placements to sophisticated investors and institutions, and from director loans. In addition, the Company is and has been funded by earn-in partners on certain of its exploration projects. The Company's access to financing is always uncertain. There can be no assurance of continued access to significant equity funding to finance the Company's ongoing operations.

At June 30, 2025, the Company had a cash balance of $4,038,343, of which $2,274,765 was advance contribution from the partners and accounts payable and accrued liabilities of $2,374,643.

Further advancement and development of the Company’s mineral property interests in the long run will require additional funding from a combination of the Company’s shareholders, existing or potential new partners, and debt financing. As the Company is currently in the exploration stage, it does not have any revenues from operations. Therefore, the Company relies on funding from its partners for its continuing financial liquidity and the Company relies on the equity market and debt financing as sources of funding. The Company continues to focus on preserving its cash resources while maintaining its operational activities.

The Company does not have any material capital lease obligations, purchase obligations or any other long-term obligations other than the office lease disclosed in note 12 of the condensed interim financial statements for the three months ended June 30, 2025.

-13-

AMARC RESOURCES LTD.<br> <br>MANAGEMENT’S DISCUSSION AND ANALYSIS<br> <br>FOR THE THREE MONTHS ENDED JUNE 30, 2025

CAPITAL RESOURCES

The Company has no lines of credit or other sources of financing which have been arranged or utilized. The Company has no "Purchase Obligations" defined as any agreement to purchase goods or services that is enforceable and legally binding on the Company that specifies all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction.

COMMITMENTS AND FINANICAL OBLIGATIONS

As at June 30, 2025, the Company’s contractual and other obligations are as follows:

	Less than		1-3		3-5		After

| Accounts payable and accrued liabilities | | 2,374,643 | | – | | – | | – | | 2,374,643 |

| Balances due to related parties | | 353,442 | | – | | – | | – | | 353,442 |

| Director's loan | | 1,040,822 | | – | | – | | – | | 1,040,822 |

| Minimum lease payments | | 23,471 | | – | | – | | – | | 23,471 |

| Advanced royalties payments^(1)^ | | 50,000 | | 100,000 | | 100,000 | | 325,000 | | 575,000 |

| Property option payments ^(2)^ | | 525,000 | | 1,050,000 | | 650,000 | | 175,000 | | 2,400,000 |

| Total | | 4,367,378 | | 1,150,000 | | 750,000 | | 500,000 | | 6,767,378 |

^(1)^	Advanced annual royalty payments for extension of the 1% NSR buy back option on IKE property from December 31, 2018 to any time on or before a commercial mine production decision, which is capped at $1 million.
^(2)^	Annual property purchase option payments on Brenda property and other two properties.

OFF-BALANCE SHEET ARRANGEMENTS

None.

TRANSACTIONS WITH RELATED PARTIES

The required quantitative disclosure is provided in the Financial Statements, which are publicly available on SEDAR+ at www.sedarplus.ca.

Hunter Dickinson 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 is one of the publicly-listed companies for which HDSI provides a variety of contract services.

-14-

AMARC RESOURCES LTD.<br> <br>MANAGEMENT’S DISCUSSION AND ANALYSIS<br> <br>FOR THE THREE MONTHS ENDED JUNE 30, 2025

The Company has one director in common with HDSI, namely Robert Dickinson, Executive Chair. The Company’s President, Chief Executive Officer and Director, and Corporate Secretary are employees of HDSI and work for the Company under an employee secondment arrangement between the Company and HDSI.

Pursuant to an agreement dated July 2, 2010, HDSI provides 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, and as available from HDSI (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.

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 details of transactions with HDSI and the balance due to HDSI as a result of such transactions are provided in the Financial Statements, along with the details of borrowings by the Company from Mr. Dickinson, Executive Chair.

United Mineral Services Ltd.

United Mineral Services Ltd. (“UMS”) is a privately held company wholly-owned by one of the Company’s directors. UMS is engaged in the acquisition and exploration of mineral property interests. UMS does incur third party expenses on behalf of the Company from time to time.

Details of transactions with UMS and the balance due to UMS as a result of such transactions are provided in the Financial Statements.

PROPOSED TRANSACTIONS

There are no proposed transactions requiring disclosure under this section.

-15-

AMARC RESOURCES LTD.<br> <br>MANAGEMENT’S DISCUSSION AND ANALYSIS<br> <br>FOR THE THREE MONTHS ENDED JUNE 30, 2025

CHANGES IN ACCOUNTING POLICIES INCLUDING INITIAL ADOPTION

The required disclosure is provided in the Financial Statements, which are publicly available on SEDAR+ at www.sedarplus.ca.

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

The carrying amounts of cash, amounts receivable, marketable securities, accounts payable and accrued liabilities, balance due to a related party, and director’s loan approximate their fair values due to their short-term nature.

Credit Risk

Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash and refundable deposits. The Company limits its exposure to credit loss by placing its cash and refundable deposits with high credit quality financial institutions. Substantially all of our cash held with financial institutions exceeds government-insured limits. We seek to minimize our credit risk by entering into transactions with investment grade worthy and reputable financial institutions and by monitoring the credit standing of the financial institutions with whom we transact. We seek to limit the amount of exposure with any one counterparty. The carrying amount of financial assets represents the maximum credit exposure.

Currency Risk

Foreign currency risk is the risk that a variation in exchange rates between the Canadian dollar and US dollar or other foreign currencies will affect the Company’s operations and financial results. The Company’s functional currency is the Canadian dollar and major purchases are transacted in Canadian dollars. The company’s currency risk exposure is minimal.

Interest Risk

Interest rate risk is the risk that the fair value or cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is not exposed to significant interest rate risk.

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company’s policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities when they become due. The key to success in managing liquidity is the degree of certainty in the cash flow projections. If future cash flows are fairly uncertain, the liquidity risk increases.

During the three months ended June 30, 2025, the Company relied on partners to fund its mineral exploration activities, and its general and administrative expenses (see “LIQUIDITY” section above).

-16-

AMARC RESOURCES LTD.<br> <br>MANAGEMENT’S DISCUSSION AND ANALYSIS<br> <br>FOR THE THREE MONTHS ENDED JUNE 30, 2025

OUTSTANDING SHARE DATA

The following table details the share capital structure as of the date of this MD&A:

Common Shares - issued and outstanding			225,327,364
	Exercise price	Shares Issuable

| | () | (#) | |

| Warrants | 0.080 | 4,807,693 | |

| | | | 4,807,693 | | Stock options | 0.125 | 120,000 | |

| | 0.105 | 5,100,000 | |

| | 0.105 | 302,000 | |

| | 0.670 | 290,000 | |

| | 0.680 | 100,000 | |

| | 0.770 | 100,000 | |

			6,012,000

All values are in US Dollars.

On August 21, 2025, the Company issued 1,000,000 common shares to Gold Fields Toodoggone Exploration Corp. as part of the contingent consideration set out in the amended PINE property purchase agreement dated on December 9, 2019 whereby consideration was an aggregate of 7,000,000 common shares of which 5,000,000 was issued in the first year and a further 2,000,000 was contingent on certain expenditure levels.

DISCLOSURE CONTROLS AND PROCEDURES

The Company has disclosure controls and procedures in place to provide reasonable assurance that any information required to be disclosed by the Company under securities legislation is recorded, processed, summarized and reported within the appropriate time periods and that required information is accumulated and communicated to the Company’s management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, so that decisions can be made about the timely disclosure of that information.

-17-

AMARC RESOURCES LTD.<br> <br>MANAGEMENT’S DISCUSSION AND ANALYSIS<br> <br>FOR THE THREE MONTHS ENDED JUNE 30, 2025

INTERNAL CONTROLS OVER FINANCIAL REPORTING PROCEDURES

The Company's management, including the Chief Executive Officer and the Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting. Under the supervision of the Chief Financial Officer and Chief Executive Officer, the Company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company's internal control over financial reporting includes those policies and procedures that:

·	pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

| · | provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the company; and |

| · | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements. |

There has been no change in the design of the Company's internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting during the period covered by this Management's Discussion and Analysis.

LIMITATIONS OF CONTROLS AND PROCEDURES

The Company's management, including its Chief Executive Officer and Chief Financial Officer, believe that any system of disclosure controls and procedures or internal control over financial reporting, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Furthermore, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, they cannot provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been prevented or detected.

These inherent limitations include the realities that judgments in decision- making can be faulty and breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by unauthorized override of controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Accordingly, because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

TECHNICAL INFORMATION

The scientific and technical information contained in this MD&A has been reviewed and approved by Mark Rebagliati, P.Eng., a Qualified Person who is not independent of Amarc.

-18-

AMARC RESOURCES LTD.<br> <br>MANAGEMENT’S DISCUSSION AND ANALYSIS<br> <br>FOR THE THREE MONTHS ENDED JUNE 30, 2025

RISK FACTORS

The Company’s securities should be considered a highly speculative investment and investors are directed to carefully consider all of the information disclosed in the Company’s regulatory filings prior to making an investment in the Company, including the risk factors discussed under the heading “Risk Factors” in the Company’s most recent MD&A for the year ended March 31, 2025 dated July 18, 2025 available on SEDAR+ at www.sedarplus.ca. Briefly, these include the highly speculative nature of the mining industry characterized by the requirement for large capital investment from an early stage and a very small probability of finding economic mineral deposits.

In addition to the general risks of mining, there are country-specific risks associated with operations, including political, social, and legal risk.

Due to the nature of the Company's business and the present stage of exploration and development of its projects, the Company may be subject to significant risks. Readers should carefully consider all such risks set out in the discussion below. The Company's actual exploration and operating results may be very different from those expected as at the date of this MD&A.

-19-

ahr_ex993.htm EXHIBIT 99.3

Form 52-109FV2

Certification of Interim Filings

Venture Issuer Basic Certificate

I, Diane S. Nicolson, Chief Executive Officer of Amarc Resources Ltd., certify the following:

1.	Review: ** I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Amarc Resources Ltd. (the “issuer”) for the interim period ended June 30, 2025**.
2.	No misrepresentations: **** Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3. ****	Fair presentation: **** Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Date: August 28, 2025

/s/ Diane S. Nicolson

Diane S. Nicolson

Chief Executive Officer

NOTE TO READER<br> <br><br> <br>In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of
i)	controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
ii)	a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

ahr_ex994.htm EXHIBIT 99.4

Form 52-109FV2

Certification of Interim Filings

Venture Issuer Basic Certificate

I, Carol Li, Chief Financial Officer of Amarc Resources Ltd., certify the following:

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Amarc Resources Ltd. ** (the “issuer”) for the interim period ended June 30, 2025**.
2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3. ****	Fair presentation: **** Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Date: August 28, 2025

/s/ Carol Li

Carol Li

Chief Financial Officer

NOTE TO READER<br> <br><br> <br>In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of
i)	controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
ii)	a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.