AMARC RESOURCES LTD.
CONDENSED INTERIM FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED
SEPTEMBER 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 | P a g e
Amarc Resources Ltd Condensed Interim Statements of Financial Positions(Unaudited - Expressed in Canadian Dollars)
Note | September 30, 2025 ($) | March 31, 2025 ($) | |
ASSETS | |||
Current assets | |||
Cash | 3 | 6,503,655 | 1,211,297 |
Amounts receivable and other assets | 5 | 514,169 | 109,975 |
Marketable securities | 4 | 6,207 | 22,086 |
7,024,031 | 1,343,358 | ||
Non-current assets | |||
Investment in Aurora Minerals | 7 | 1 | - |
Restricted cash | 514,828 | 514,828 | |
Right-of-use asset | 13 | 11,770 | 21,858 |
Total assets | 7,550,629 | 1,880,044 | |
LIABILITIES AND SHAREHOLDERS' EQUITY | |||
Current liabilities | |||
Accounts payable and accrued liabilities | 8 | 4,380,475 | 780,923 |
Advanced contributions received | 6(c), 7 | 1,660,595 | 635,530 |
Balances due to related parties | 11 | 264,039 | 278,238 |
Director's loan | 9 | 991,768 | 966,304 |
Lease liability | 13 | 15,950 | 26,417 |
7,312,827 | 2,687,412 | ||
Non-current liabilities Lease liability | 13 | - | 2,347 |
Total liabilities | 7,312,827 | 2,689,759 | |
Shareholders' equity (deficiency) | |||
Share capital | 10 | 69,582,897 | 68,863,511 |
Reserves | 10 | 4,324,637 | 4,267,374 |
Accumulated deficit | (73,669,732) | (73,940,600) | |
237,802 | (809,715) | ||
Total liabilities and shareholders' equity | 7,550,629 | 1,880,044 |
Nature of operations and going concern (note 1)
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
Amarc Resources Ltd. Condensed Interim Statements of Comprehensive (Income) Loss(Unaudited - Expressed in Canadian Dollars, except for weighted average number of common shares)
Three months ended September 30, Six months ended September 30,
Note | 2025 | 2024 | 2025 | 2024 | ||||
($) | ($) | ($) | ($) | |||||
Expenses | ||||||||
Exploration and evaluation | 6 | 11,308,707 | 10,729,287 | 17,876,071 | 15,474,420 | |||
Administration | 438,060 | 227,511 | 865,027 | 500,799 | ||||
Legal, accounting and audit | 150,403 | 4,865 | 184,628 | 13,348 | ||||
Office and administration | 12(b) | 124,636 | 104,729 | 270,603 | 204,382 | |||
Rent | 9,954 | 11,848 | (4,195) | 26,435 | ||||
Shareholder communication | 117,645 | 92,708 | 233,633 | 202,146 | ||||
Travel and accommodation | 29,460 | 7,331 | 147,727 | 25,568 | ||||
Trust and regulatory | 5,962 | 6,030 | 32,631 | 28,920 | ||||
Equity-settled share-based compensation | 23,596 | 76,082 | 85,861 | 141,266 | ||||
Cost recoveries | 6 | (11,684,543) | (10,078,964) | (17,946,751) | (14,290,541) | |||
85,820 | 953,916 | 880,208 | 1,825,944 | |||||
Other items | ||||||||
Finance income | (60,804) | (101,705) | (72,007) | (223,581) | ||||
Interest expense - director's loans | 9 | 25,205 | 24,205 | 50,137 | 49,137 | |||
Accretion expense - office lease | 538 | 1,271 | 1,268 | 2,711 | ||||
Other fee income | 6, 7 | (718,893) | (823,841) | (1,166,434) | (823,841) | |||
Amortization of right-of-use asset | 5,044 | 5,044 | 10,088 | 10,088 | ||||
Transaction cost - director's loans | 9 | 13,046 | 44,090 | 25,464 | 84,683 | |||
Foreign exchange loss | 147 | (99) | 408 | 539 | ||||
Net (income) loss | (649,897) | 102,881 | (270,868) | 925,680 | ||||
Other comprehensive (income) loss Items that will not be reclassified subsequently to (income) loss: | ||||||||
Change in value of marketable securities | 4 | 2,748 | (44,939) | 15,879 | 12,003 | |||
Total other comprehensive (income) loss | (647,149) | 57,942 | (254,989) | 937,683 | ||||
Basic and diluted (income) loss per share | (0.00) | 0.00 | (0.00) | 0.00 | ||||
Weighted average number of common | ||||||||
shares outstanding | 224,773,016 | 212,387,677 | 224,535,743 | 212,047,156 |
The accompanying notes are integral part of these condensed interim financial statements
Amarc Resources Ltd. Condensed Interim Statements of Changes in (Deficiency) Equity(Unaudited - Expressed in Canadian Dollars, except for share information)
Share capital Reserves
Share-
Number of shares | Amount | based payments reserve | Investment revaluation reserve | Share warrants reserve | Deficit | Total | |
(#) | ($) | ($) | ($) | ($) | ($) | ($) | |
Balance at April 1, 2024 | 211,702,894 | 67,236,421 | 3,075,950 | (1,593,390) | 3,135,098 | (70,027,712) | 1,826,367 |
Net loss for the period | - | - | - | - | - | (925,680) | (925,680) |
Other comprehensive loss for the period | - | - | - | (12,003) | - | - | (12,003) |
Total comprehensive loss | - | - | - | (12,003) | - | (925,680) | (937,683) |
Issuance of common shares pursuant to property agreement | 100,000 | 7,500 | - | - | - | - | 7,500 |
Shares issued through exercise of options | 2,300,000 | 134,500 | 134,500 | ||||
Flow-through share premium liability | - | - | 141,266 | - | - | - | 141,266 |
Balance at September 30, 2024 | 214,102,894 | 67,378,421 | 3,217,216 | (1,605,393) | 3,135,098 | (70,953,392) | 1,171,950 |
Balance at April 1, 2025 | 224,194,032 | 68,863,511 | 2,745,167 | (1,612,891) | 3,135,098 | (73,940,600) | (809,715) |
Net loss for the period | - | - | - | - | - | 270,868 | 270,868 |
Other comprehensive loss for the period | - | - | - | (15,879) | - | - | (15,879) |
Total comprehensive (income) loss | - | - | - | (15,879) | - | 270,868 | 254,989 |
Issuance of common shares pursuant to property agreement | 1,000,000 | 690,000 | - | - | - | - | 690,000 |
Shares issued through exercise of options | 133,332 | 16,667 | - | - | - | - | 16,667 |
Fair value reversal of options exercised | - | 12,719 | (12,719) | - | - | - | - |
Equity-settled share-based compensation | - | - | 85,861 | - | - | - | 85,861 |
Balance at September 30, 2025 | 225,327,364 | 69,582,897 | 2,818,309 | (1,628,770) | 3,135,098 | (73,669,732) | 237,802 |
The accompanying notes are integral part of these condensed interim financial statements.
Amarc Resources Ltd. Condensed Interim Statements of Cash Flows(Unaudited - Expressed in Canadian Dollars)
Six months ended September 30,
Note | 2025 ($) | 2024 ($) | |
Operating activities Net income (loss) for the period | 270,868 | (925,680) | |
Adjustments for: Amortization of right-of-use asset | 13 | 10,088 | 10,088 |
Equity-settled share-based compensation | 85,861 | 141,266 | |
Office lease accretion per IFRS 16 | 13 | 1,268 | 2,711 |
Office base rent recorded as lease reduction per IFRS 16 | 13 | (14,082) | (14,082) |
Property acquisition and assessments costs | 690,000 | 7,500 | |
Transaction cost - director's loans | 9 | 25,464 | 84,683 |
Changes in working capital items Amounts receivable and other assets | (404,194) | (405,825) | |
Restricted cash | - | 20,000 | |
Accounts payable and accrued liabilities | 3,599,552 | 1,847,810 | |
Advanced contributions received | 6(c), 7 | 1,025,065 | (2,301,141) |
Balances due to related parties | (14,199) | 65,085 | |
Net cash used in operating activities | 5,275,691 | (1,467,585) | |
Financing activities Proceeds from option exercise | 10(a) | 16,667 | 134,500 |
Net cash provided by financing activities | 16,667 | 134,500 | |
Net decrease in cash | 5,292,358 | (1,333,085) | |
Cash, beginning balance | 1,211,297 | 9,007,042 | |
Cash, ending balance | 6,503,655 | 7,673,957 |
The accompanying notes are an integral part of these Interim financial statements.
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 and six months ended September 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 September 30, 2025, the Company had cash of $6,503,655, working capital deficiency of $288,796, and an accumulated deficit of $73,669,732.
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.
BASIS OF PRESENTATION
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.
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 October 31, 2025.
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.
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 StatementsOn 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 7On 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.
CASH
The Company's cash is invested in business accounts, which are available on demand by the Company. The cash balance at September 30, 2025 included $230,296 advance contributions to be spent on exploration expenditures and $1,430,299 deferred expenditures for services agreement (Note 7).
MARKETABLE SECURITIES
As at September 30, 2025, the fair value of its current holdings was $6,207 (March 31, 2025 - $22,086) and during the six months ended September 30, 2025 there was a negative change of fair value adjustment of $15,879 (September 30, 2024 - $12,003 negative change). The marketable securities include 550,000 units (shares and warrants) of Carlyle Commodities Corp., a Canadian public company listed on the TSX Venture Exchange.
As at September 30, 2025, the Company held the following marketable securities:
Shares/Warrants
Fair Value
At September
Fair Value
At March
Change in Fair
Company
Held
(#)
Cost
($)
30, 2025
($)
31, 2025
($)
Value
($)
Carlyle Commodities Corp - Shares
550,000
907,500
5,500
8,250
(2,750)
Carlyle Commodities Corp - Warrants
550,000
727,000
-
-
-
Other
1,678,839
14,237
707
13,836
(13,129)
Total
2,778,839
1,648,737
6,207
22,086
(15,879)
AMOUNTS RECEIVABLE AND OTHER ASSETS
September 30, 2025 March 31, 2025
($) ($)
Sales tax refundable 495,279 65,444
Prepaid 18,890 44,531
514,169 109,975
EXPLORATION AND EVALUATION EXPENSES AND COST RECOVERIES
During the three and six months ended September 30, 2025, the Company incurred $11,308,707 and
$17,876,071 respectively (three and months ended September 30, 2024 - $10,729,287 and $15,474,420 respectively) on exploration and evaluation expenses and recovered $11,684,543 and $17,946,751 respectively (three and six months ended September 30, 2024 - $10,078,964 and $14,290,541 respectively) from the partners which have been included on the condensed interim statements of comprehensive (income) loss. The following tables summarize the exploration and evaluation expenses incurred.
IKE
JOY
DUKE
OTHER
TOTAL
Three months ended September 30, 2025
($)
($)
($)
($)
($)
Assays and analysis
14,915
278,924
327,435
6,327
627,601
Drilling
4,122
2,666,146
1,292,611
-
3,962,879
Environmental
-
1,714
2,790
-
4,504
Equipment rental
8,100
226,659
197,044
(2,182)
429,621
Freight
-
237,896
37,603
-
275,499
Geological, including geophysical
9,877
716,997
531,270
48,499
1,306,643
Graphics
90
594
1,139
-
1,823
Helicopter and fuel
-
1,505,405
921,643
11,451
2,438,499
Operations support
2,752
573,626
161,522
64,282
802,182
Property acquisition and assessments costs
-
2,424
5,093
691,560
699,077
Socioeconomic (1)
(2,739)
(33,942)
4,588
8,806
(23,287)
Travel and accommodation
2,553
376,158
402,612
2,344
783,667
39,670
6,552,600
3,885,350
831,087
11,308,707
(1)
Included reclassification of expenditures from previous quarter
IKE
JOY
DUKE
OTHER
TOTAL
Three months ended September 30, 2024
($)
($)
($)
($)
($)
Assays and analysis
26,102
392,881
223,008
456
642,447
Drilling
39,843
3,017,931
387,803
-
3,445,577
Environmental
5,615
5,749
6,589
41
17,994
Equipment rental
13,575
94,486
74,903
-
182,964
Freight
2,041
147,686
49,979
-
199,706
Geological, including geophysical
187,905
438,530
547,003
3,607
1,177,045
Graphics
2,136
-
1,440
-
3,576
Helicopter and fuel
455,260
1,920,128
461,301
-
2,836,689
Operations support
209,725
1,132,762
573,426
11,249
1,927,162
Property acquisition and assessments costs
7,254
1,110
13,760
2,860
24,984
Socioeconomic
30,022
32,939
35,031
6,889
104,881
Technical data
-
8,610
8,470
-
17,080
Travel and accommodation
3,060
85,615
60,507
-
149,182
982,538
7,278,427
2,443,220
25,102
10,729,287
IKE
JOY
DUKE
OTHER
TOTAL
Six months ended September 30, 2025
($)
($)
($)
($)
($)
Assays and analysis
47,304
412,038
380,812
30,727
870,881
Drilling
4,546
3,023,347
2,861,105
-
5,888,998
Environmental
330
9,801
11,587
-
21,718
Equipment rental
8,100
229,129
205,173
-
442,402
Freight
-
322,460
119,124
-
441,584
Geological, including geophysical
53,739
1,087,521
1,100,214
104,564
2,346,038
Graphics
196
7,115
1,139
43
8,493
Helicopter and fuel
-
1,846,554
1,951,779
11,451
3,809,784
Operations support
9,496
1,000,931
557,771
64,282
1,632,480
Property acquisition and assessments costs
4,225
17,448
9,838
796,760
828,271
Socioeconomic
6,213
111,153
27,088
9,631
154,085
Technical data
-
-
146
-
146
Travel and accommodation
3,038
508,297
912,591
7,266
1,431,192
137,187
8,575,793
8,138,367
1,024,724
17,876,071
IKE
JOY
DUKE
OTHER
TOTAL
Six months ended September 30, 2024
($)
($)
($)
($)
($)
Assays and analysis
26,102
435,313
362,666
2,204
826,285
Drilling
39,843
3,528,469
1,113,156
-
4,681,468
Environmental
5,780
9,993
14,204
41
30,018
Equipment rental
17,625
112,644
112,381
-
242,650
Freight
2,041
177,545
88,678
-
268,264
Geological, including geophysical
187,905
676,960
1,349,033
10,512
2,224,410
Graphics
2,236
3,126
13,709
-
19,071
Helicopter and fuel
455,260
2,204,928
1,138,890
-
3,799,078
Operations support
209,725
1,429,463
1,019,318
12,994
2,671,500
Property acquisition and assessments costs
15,345
1,885
17,681
102,990
137,901
Socioeconomic
78,874
107,300
73,674
7,202
267,050
Technical data
-
18,090
18,020
-
36,110
Travel and accommodation
4,805
134,456
128,959
2,395
270,615
1,045,541
8,840,172
5,450,369
138,338
15,474,420
Below is a summary of the Company's major exploration property interests, together with the material property transactions.
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.
JOY District (Note 7)
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 Earnin 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. has been established to operate the JOY District (Note 7). During the three months ended September 30, 2025, Freeport elected to earn an additional 10% interest, for an aggregate 70% interest by sole funding a further $75 million within the following five years at a rate of no less than $10 million per year. 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.
During the three and six months ended September 30, 2025, the Company recorded a gross amount of cost recovery of $7,387,227 and $9,410,420 respectively (three and six months ended September 30, 2024 - $6,816,979 and $8,840,172) offsetting the expenditures incurred pursuant to the Agreement.
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. As at September 30, 2025, the Company recorded advanced contributions balance of $230,296 (March 31, 2025 - $635,530).
During the three and six months ended September 30, 2025, the Company recorded a gross amount of cost recovery of $4,293,316 and $8,550,333 respectively (three and six months ended September 30, 2024: $2,425,987 and $5,450,369 respectively) offsetting the expenditures incurred pursuant to the Agreement.
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.
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. The fair value of the shares issued of $690,000 was recorded as exploration and evaluation expenditures in the statements of loss and comprehensive loss.
JOINT VENTURE CORPORATION - AURORA MINERALS LTD.
On August 20, 2025, the Company and Freeport had formed a private joint venture corporation, Aurora Minerals Ltd ("Aurora Minerals") to operate the JOY District (Note 6). Aurora Minerals will hold the JOY District mineral rights and titles with Freeport owning 60% and Amarc owning 40% ownership of the Aurora Minerals. Freeport is the operator of the Aurora Minerals and Freeport have appointed Amarc as the primary contractor to manage JOY District exploration programs under a separate services agreement.
Aurora Minerals was formed by the initial contribution of each of Amarc and Freeport of their respective 40% and 60% interests in the JOY District in consideration for the same percentage of common shares in the equity of Aurora Minerals Ltd.
The transfer of such non-monetary consideration in exchange for the joint venture equity interest was considered to lack commercial substance and accordingly no gain for loss was recorded by the Company.
Subsequent to the establishment of Aurora Minerals, Freeport has elected to solely fund stage 2 of Aurora Minerals expenditures in the aggregate of $75 million within the following five years at a rate of no less than $10 million per year, failing which Freeport and Amarc will proceed to fund the project pro rata on a 60:40 basis. At such time as stage 2 is completed, Freeport's ownership of Aurora Minerals will increase to 70% and Amarc will decrease to 30%.
During the three months ended September 30, 2025, Aurora Minerals incurred $3,636,971 of exploration and evaluation expenditures. As a result, Amarc earned a contractor fee of $176,000 as manager and primary contractor of the JOY District.
The Company's interest in Aurora Minerals is accounted for using the equity accounting method on the basis that it retains significant influence over its operations. Amarc reports carrying value of its investment in Aurora Minerals at a nominal value of $1 as Freeport has been sole funder of the Aurora Minerals since inception. Summarized financial information of Aurora Minerals are set out below:
September 30, 2025 | September 30, 2024 | |
Current assets | $1,430,299 | N/A |
Non-current assets | $nil | N/A |
Current liabilities | $nil | N/A |
Expenses | $3,812,971 | N/A |
Net loss | $3,812,971 | N/A |
As at September 30, 2025, the Company has a liability within advanced contributions balance of
$1,430,299 which represents unspent JOY District exploration and evaluation expenditures advanced to it by Aurora Minerals.
8. | ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | ||
September 30, 2025 | March 31, 2025 | ||
($) | ($) | ||
Accounts payable | 3,685,323 | 488,338 | |
Accrued liabilities | 695,152 | 292,585 | |
Total | 4,380,475 | 780,923 | |
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 $0.05 per share.
The change in the Loan balance is as follows:
Six months ended September 30, 2025
($)
Year ended March 31, 2025
($)
Opening balance
966,304
784,947
Amortization of transaction costs
25,464
181,357
Closing balance
991,768
966,304
Finance expenses
Three months
ended September 30,
Six months
ended September 30,
2025
($)
2024
($)
2025
($)
2024
($)
Interest on loan
25,205
24,205
50,137
49,137
Amortization of transaction costs
13,046
44,090
25,464
84,683
Total
38,251
68,295
75,601
133,820
SHARE CAPITAL AND RESERVES
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 six months ended September 30, 2025, 133,332 common shares were issued as a result of exercise of share purchase options.
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.
As at September 30, 2025, the number of total issued and outstanding common shares is 225,327,364 (March 31, 2025: 224,194,032)
Share purchase options
The following summarizes changes in the Company's share purchase options:
September 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
200,000
0.670
290,000
Ending balance
0.153
6,012,000
0.102
5,945,332
The following summarizes information on the options outstanding and exercisable as at September 30, 2025:
Exercise price
Expiry date
Weighted Average Remaining Contractual
Life (periods)
Number of
Options Outstanding
Number of
Options Exercisable
$ 0.125
11-Apr-26
0.53
120,000
120,000
$ 0.105
22-Mar-29
3.48
5,100,000
5,100,000
$ 0.105
22-Mar-27
1.47
302,000
302,000
$ 0.670
4-Feb-30
4.35
290,000
87,000
$ 0.680
27-Jun-30
4.74
100,000
50,000
$ 0.770
9-Jul-27
1.77
100,000
50,000
3.35
6,012,000
5,709,000
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 six months ended September 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 six months ended September 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
Share purchase warrants
The following common summarizes changes in the Company's share purchase warrants:
September 30, 2025 March 31, 2025
Weighted Average Exercise Price
Number of Warrants
Weighted Average Exercise
Number of Warrants
Price | ||||
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 September 30, 2025:
Weighted Average
Remaining Contractual Warrants
Exercise price Expiry date Life (periods) Outstanding
$0.080 | 1-Dec-28 | 3.17 | 4,807,693 |
3.17 | 4,807,693 |
11. RELATED PARTY TRANSACTIONS | ||
Balances due to related parties | September 30, 2025 ($) | March 31, 2025 ($) |
Hunter Dickinson Services Inc. | 223,949 | 242,569 |
United Mineral Services Ltd. | 20,612 | 30,173 |
High Hills Consulting Ltd. (CFO fees) | 19,478 | - |
Thomas Wilson (former-CFO fees) | - | 5,496 |
Total | 264,039 | 278,238 |
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 six months ended September 30, 2025, the Company recorded share-based compensation expense of $96 (September 30, 2024 - $60,432) in relation to 200,000 stock options issued to directors and officers of the Company in April 2023.
During the six ended September 30, 2025, the Company incurred fees totaling $72,053 (September 30, 2024 -$15,703) in respect of services provided by the Chief Financial Officer.
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:
Six months ended September 30,
(rounded to the nearest thousand CAD)
2025
($)
2024
($)
Services received from HDSI and as requested by the Company
1,042,000
597,000
Information technology - infrastructure and support services
42,000
30,000
Office rent
27,000
22,000
Reimbursement, at cost, of third-party expenses
incurred by HDSI on behalf of the Company
294,000
185,000
Total
1,405,000
834,000
United Mineral Services Ltd.
United Mineral Services Ltd. ("UMS") is a private company wholly-owned by one of the directors of the Company. UMS is engaged in the acquisition and exploration of mineral property interests. During the six month ended September 30, 2025, the Company incurred costs of $20,612 (six months ended September 30, 2024 - $12,386) in respect of reimbursement of expenses.
SUPPLEMENTARY INFORMATION TO THE STATEMENTS OF LOSS
Salaries, fees and benefits
Salaries, fees and benefits included in exploration and evaluation expenses, JV contractor costs and administration expenses are as follows:
Three months ended September 30, 2025
Six months ended September 30, 2025
Salaries, fees and benefits
2025(1)
($)
2024(1)
($)
2025(1)
($)
2024(1)
($)
Exploration and evaluation expenses
7,173,000
5,144,000
10,130,000
7,600,000
Administration expenses (2)
108,000
87,000
194,000
168,000
7,281,000
5,231,000
10,324,000
7,768,000
(1) rounded to the nearest thousand dollar
(2) includes salaries and benefits included in office and administration expenses (Note 12(b)) and other salaries and benefits expenses classified as administration expenses
Office and administration expenses
Office and administration expenses include the following:
Three months ended September 30, 2025
Six months ended September 30, 2025
2025(1)
($)
2024(1)
($)
2025(1)
($)
2024(1)
($)
Salaries and Benefits
105,000
87,000
191,000
168,000
Data processing and retention
3,000
5,000
5,000
9,000
Insurance
7,000
7,000
15,000
14,000
Other office expenses
10,000
6,000
59,000
14,000
125,000
105,000
270,000
205,000
(1) rounded to the nearest thousand dollar
OFFICE LEASE - RIGHT OF USE ASSET AND LEASE LIABILITY
The Company subleases corporate offices in Vancouver, BC, from HDSI under a lease agreement dated May 1, 2021, and the lease expires on April 29, 2026.
Right-of-use asset
A summary of the changes in the right-of-use asset for the six months ended September 30, 2025 is as follows:
Right-of-use-asset | ($) |
Balance at March 31, 2025 | 21,858 |
Amortization | (10,088) |
Balance at September 30, 2025 | 11,770 |
Lease liability
On May 1, 2021, the Company entered into the lease agreement, which resulted in the lease liability of $100,877 (undiscounted value of $134,766, discount rate used is 12.00%). This liability represents the monthly lease payment from May 1, 2021 to April 29, 2026, the end of the lease term less abatement granted by HDSI.
A summary of changes in the lease liability during the six months ended September 30, 2025 are as follows:
Lease liability | ($) |
Balance at March 31, 2025 | 28,765 |
Lease payment - base rent portion | (14,082) |
Lease liability - accretion expense | 1,267 |
Balance at September 30, 2025 | 15,950 |
Current portion | 15,950 |
Long-term portion | - |
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) | 14,082 |
Fiscal 2027 (April 1, 2026 to April 29, 2027) (Note 6) | 2,347 |
Total undiscounted lease payments | 16,429 |
Less: imputed interest | (482) |
Lease liability as at September 30, 2025 | 15,950 |
FINANCIAL RISK MANAGEMENT
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 orrepay debt.
The Company's investment policy is to invest its cash in highly liquid, short-term, interest-bearing investments having maturity dates of three months or less from the date of acquisition, which are readily convertible into known amounts of cash.
The Company is not subject to any imposed equity requirements.
There were no changes to the Company's approach to capital management during the six months ended September 30, 2025.
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 September 30, 2025, the carrying values of the Company's financial assets and financial liabilities approximate their fair values.
Financial instrument risk exposure and risk management
The Company is exposed in varying degrees to a variety of financial instrument-related risks. The Board of Directors approves and monitors the risk management processes, inclusive of documented treasury policies, counterparty limits, and controlling and reporting structures. The type of risk exposure and the way in which such exposure is managed is provided as follows:
Credit risk
Credit risk is the risk of potential loss to the Company if a counterparty to a financial instrument fair to meet its contractual obligations. The Company's credit risk is primarily attributable to its liquid financial assets, including cash, and amounts receivable and other assets. The carrying values of these financial assets represent the Company's maximum exposure to credit risk.
The Company limits the exposure to credit risk by only investing its cash in high-credit quality financial institutions in business and savings accounts, which are available on demand by the Company for its programs.
Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or other financial assets. The Company ensures that there is sufficient cash in order to meet its short-term business requirements after taking into account the Company's holdings of cash.
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 September 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 September 30, 2025, the Company's exposure to price risk was not significant in relation to these Financial Statements.
AMARC RESOURCES LTD. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2025
DATE 3
DESCRIPTION OF THE BUSINESS 4
CURRENT QUARTER AND RECENT HIGHLIGHTS 5
MINERAL PROPERTIES 7
MARKET TRENDS 13
RESULTS OF OPERATIONS 13
LIQUIDITY 16
CAPITAL RESOURCES 16
COMMITMENTS AND FINANICAL OBLIGATIONS 16
OFF-BALANCE SHEET ARRANGEMENTS 17
TRANSACTIONS WITH RELATED PARTIES 17
PROPOSED TRANSACTIONS 18
CHANGES IN ACCOUNTING POLICIES INCLUDING INITIAL ADOPTION 18
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT 18
OUTSTANDING SHARE DATA 19
DISCLOSURE CONTROLS AND PROCEDURES 20
INTERNAL CONTROLS OVER FINANCIAL REPORTING PROCEDURES 20
LIMITATIONS OF CONTROLS AND PROCEDURES 20
TECHNICAL INFORMATION 21
RISK FACTORS 21
DATEThis 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 https://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 October 31, 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 https://www.sec.gov and its home jurisdiction filings that are available at https://www.sedarplus.ca.
DESCRIPTION OF THE BUSINESSAmarc 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 DistrictAmarc entered into a Mineral Property Earn-In Agreement ("Agreement") with 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. In May 2025, Freeport has funded over $35 million and has earned a 60% interest in the private joint venture corporation, Aurora Minerals Ltd. ("Aurora Minerals"), which owns the JOY District mineral titles in the JOY District (Amarc release May 29, 2025). During the three months ended September 30, 2025, Freeport has elected 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 at a rate of no less than $10 million per year, failing which the parties will proceed to fund the project pro rata on a 60:40 basis.
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). 2025 drill program was successfully completed in October 2025 with a total of 15,381 m of core drilling completed in 35 drillholes of which 24 core holes (9,687 m) were drilled at AuRORA Deposit, consisting of 23 deposit step-out expansion holes and a single infill hole (see "Mineral Properties" below). The 2025 drill program was primarily designed to expand the AuRORA Deposit, where 2024 drilling discovered high grade near surface copper-gold-silver ("Cu-Au-Ag") mineralization with exceptional vertical and lateral continuity. The area drilled in 2024 measured 500 m by 600 m and remained open to expansion (see Amarc releases January 17 and 20, and February 28, 2025).
DUKE Cu-Au DistrictOn 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. Boliden will have earned 60% interest in DUKE District by the end of 2025 with option to advance to 70% interest with a further $60 million investment.
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. A $10 million 2025 drill program commenced in June 2025 with plans to complete discovery-type scout drilling at 13 drill-ready targets.
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 late 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 HIGHLIGHTSOn 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 km2 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 retirement 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.
On September 2, 2025, the Company announced Freeport has formally elected to proceed to Stage 2 of the JOY Mineral Property Agreement. As previously announced, Freeport completed the Stage 1 requirement of CAD $35 million of expenditures, under an accelerated timeframe, by the start of the 2025 summer exploration season in British Columbia ("BC") (see Amarc release May 29, 2025). Accordingly, Freeport is now vested in a 60% shareholding interest in Aurora Minerals,
the private joint venture corporation which will hold the JOY District mineral rights and titles and in which Amarc holds a 40% shareholding interest. Under Stage 2, Freeport has elected to proceed to earn a further 10% interest in Aurora Minerals by spending an additional CAD $75 million within 5 years at a rate of no less than CAD $10 million per year, failing which the parties will proceed to fund the project pro rata on a 60:40 basis. The 2025 JOY exploration program expenditures budgeted at CAD +$12 M are being 100% funded by Freeport under Stage 2. While Freeport is now the Operator of JOY, Aurora Minerals and Freeport have appointed Amarc as the primary contractor to manage JOY exploration programs under a separate Services Agreement.
On September 22, 2025, the Company announced partial hole rush assay results from hole JP25098 located southeast of the 2024 AuRORA Copper-Gold-Silver ("Cu-Au-Ag") Discovery drilling. Hole JP25098 was drilled on Section 7600N, approximately 260 m southeast of drill hole JP24079 and some 360 m and 350 m, respectively, east-southeast of drill holes JP24081 and JP24084, which are the nearest 2024 AuRORA Discovery core holes. Host rocks, alteration and mineralization in JP25098 are consistent with that encountered in the 2024 AuRORA discovery drill holes. This occurrence of significant grade mineralization (159 m of 0.33% Cu, 0.43 g/t Au and 5.2 g/t Ag, Table 1) in JP25098, in rock with a comparatively weak magnetic signature and coincident with a strong Induced Polarization ("IP") chargeability response, indicates that exploration targets at JOY are not restricted to strong magnetic highs. This knowledge opens exciting potential for eventual development of a world class porphyry Cu-Au district at JOY.
On October 22, 2025, the Company announced the successful completion of the 2025 drill program at the JOY District.
Highlights of the 2025 JOY District Field Program
A total of 15,381 m of core drilling was completed in 35 drillholes across the JOY District with up to four drill rigs (total to date of 127 Amarc drill holes for 54,497 m in since 2017).
Of these, 24 core holes (9,687 m) were drilled at AuRORA, consisting of 23 deposit step-out expansion holes and a single infill hole (total 2024-2025 is 45 drill holes for 17,586 m). The area drill tested at AuRORA now extends over an area of approximately 1 km by 1 km.
The 2025 program follows up 2024 AuRORA Discovery drilling (see Amarc release February 28, 2025), a highlight intercept from hole JP24075 is:
266 m of 1.2 g/t Au, 0.31% Cu and 3.4 g /t Ag from 34 m
Incl. 109 m of 2.41 g/t Au, 0.51% Cu and 5.3 g/t Ag from 37 m
Other survey work completed in 2025 includes 64 line-km of ground IP (total Amarc and historical to date 662 line-km) and 96 km2 of airborne magnetics (total Amarc and historical to date 532 km2) geophysics, approximately 90 km2 of geological mapping and 938 grid soil (total Amarc and historical 9,321 samples), 640 rock chip (total Amarc and historical 2,881) and 319 silt geochemical samples.
Each of Amarc's Projects are indicated by a star.
The JOY Cu-Au District (40% ownership)
The approximately 630 km2 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 near surface 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
