EXHIBIT
4.11


 


REDACTED


 


INVESTOR
AGREEMENT 


 


THIS
AGREEMENT made as of the 21st day of December, 2017


 


BETWEEN:


 


CANADIAN
ZINC CORPORATION, a corporation organized and existing under the laws of British Columbia


 


(hereinafter
referred to as the “Company”)


 


AND:


 


RESOURCE
CAPITAL FUND VI L.P.


 


(hereinafter
referred to as the “Investor”)


 


WHEREAS
the Investor holds 51,630,000 common shares of the Company, representing approximately


19.4%
of its issued and outstanding shares.


 


AND
WHEREAS the Investor has agreed to establish a U.S. $10,000,000 senior secured bridge credit facility pursuant to a credit
agreement dated on or about the date of this Agreement between the Company as borrower and the Investor as lender (the “Credit
Agreement”).


 


AND
WHEREAS the Investor has requested the exclusive right, in priority to any other potential financiers, to propose a preferential
offer of financing in respect of the construction and development of the Project and the Company has agreed to grant the Investor
certain rights in respect of potential financings of the Company and certain oversight rights in respect of the management and
affairs of the Company, on the terms and conditions herein set forth.


 


NOW
THEREFORE THIS AGREEMENT WITNESSES that for good and valuable consideration, the receipt and sufficiency of which are acknowledged
by each of the parties, the parties agree as follows:


 


		1.	Definitions
                                         and Interpretation



 


In
this Agreement, unless there is something in the subject matter or context inconsistent therewith:


 


“Affiliate”
has the meaning given thereto in the Securities Act;


 


“Applicable
Law” means, at any time, with respect to any Person, property, transaction, event or other matter, as applicable, all
laws, rules, statutes, regulations, treaties, orders, judgments and decrees, and all official requests, directives, rules, guidelines,
orders, policies, practices and other requirements of any Governmental Authority relating or applicable at such time to such Person,
property, transaction, event or other matter, and also includes any interpretation thereof by any Person having jurisdiction over
it or charged with its administration or interpretation;


 


“Board”
means the board of directors of the Company, as duly appointed from time to time;


 


“Business
Day” means any day other than Saturday, Sunday or a statutory holiday when banks are not open in Denver, Colorado or
Vancouver, British Columbia;


 




    	 		 



     


    




REDACTED


“Director”
means a director of the Company for the time being and reference to action by the Directors means action by the directors as a
board or action by a committee of the Board as a committee;


 


“Equity
Financing” means any proposed issuance of Equity Securities, directly or indirectly, for cash or cash equivalents, by
the Company after the date of this Agreement;


 


“Equity
Securities” means, with respect to the Company, any and all shares, interests, participations, rights in, or other equivalents
(however designated and whether voting and non- voting) of, the Company’s capital, whether outstanding on the date hereof
or issued after the date hereof, including any rights, warrants, options or other rights exchangeable for or convertible into
any of the foregoing;


 


“Exchange”
means the Toronto Stock Exchange and each successor thereto;


 


“Governmental
Authority” means each national, state, provincial, county, municipal or other such governmental or public authority,
including their authorized administrative bodies, courts, tribunals, commissions and agents, which have legal jurisdiction over
a Person or a matter relevant to this Agreement;


 


“Investor’s
Percentage” means the percentage calculated by multiplying 100 by a fraction, the numerator of which is the total amount
of the outstanding common shares of the Company held by the Investor, its Affiliates and its Related Parties, and the denominator
of which is the total outstanding common shares of the Company;


 


“Person”
means any individual, partnership, limited partnership, joint venture, syndicate, sole proprietorship, or corporation with or
without share capital, body corporate, unincorporated association, trust, trustee, executor, administrator or other legal personal
representative, government or Governmental Authority or entity, however designated or constituted;


 


“Project”
means the Prairie Creek advanced-staged zinc-lead-silver mine of the Company located in the Northwest Territories of Canada;


 


“Project
Financing” means indebtedness or other financing in respect of the construction, development or improvement of the Project;


 


“Related
Party” means, with respect to the Investor, any fund or Person that is a direct or indirect investor in the Investor
or its Affiliates, any Person that is managed by the same investment advisor(s) as the Investor or its Affiliates, any trust of
which the Investor or any of its Affiliates is a trustee, any partnership of which the Investor or any of its Affiliates is a
partner and any trust, fund or other entity which is managed by, or is under the control of, the Investor or any of its Affiliates;


 


“Securities
Act” means the Securities Act (British Columbia); and


 


“Subsidiary”
has the meaning attributed to such term in the Business Corporations Act (British Columbia).


 




    	 	-2-	 



     


    

 


REDACTED


 


		2.	Headings



 


The
division of this Agreement into articles, sections, subsections and paragraphs, the provision of a table of contents and the insertion
of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement.


 


		3.	Representations
                                         and Warranties of the Company



 


The
Company hereby represents and warrants to the Investor as of the date hereof that:


 


		(a)	Power
                                         and Capacity: it has full power and capacity to enter into this Agreement and to
                                         do all acts and things and execute and deliver all documents as are required hereunder
                                         to be done, observed, performed or executed and delivered by it in accordance with the
                                         terms hereof, and it has taken all necessary corporate action to duly authorize the creation,
                                         execution, delivery and performance of this Agreement and to observe and perform the
                                         provisions of this Agreement in accordance with the provisions hereof;



 


		(b)	Enforceability:
                                         this Agreement will create valid and legally binding obligations of the Company, enforceable
                                         against the Company in accordance with its terms;






 


		(c)	Due
                                         Performance: the entry into and the performance of its obligations under this Agreement
                                         is in its best interests and for a proper purpose; and








 


		(d)	Non-Conflict:
                                         none of the execution and delivery of this Agreement, the compliance by the Company with
                                         the provisions of this Agreement or the consummation of the transactions contemplated
                                         herein, does or will:



 


		(i)	require
                                         the consent, approval, authorization, order or agreement of, or registration or qualification
                                         with, any Governmental Authority, court, stock exchange, securities regulatory authority
                                         or other Person;



 


		(ii)	conflict
                                         with or result in any breach or violation of any of the provisions of, or constitute
                                         a default under, any indenture, mortgage, deed of trust, lease or other agreement or
                                         instrument to which the Company is a party or by which it or any of the properties or
                                         assets thereof is bound; or



 


		(iii)	conflict
                                         with or result in any breach or violation of any provisions of, or constitute a default
                                         under the articles or by-laws of the Company or any resolution passed by the directors
                                         (or any committee thereof) or shareholders of the Company, or any statute or any judgment,
                                         decree, order, rule, policy or regulation of any court, Governmental Authority, any arbitrator,
                                         stock exchange or securities regulatory authority applicable to the Company or any of
                                         the properties or assets thereof.



 


		4.	Exclusivity



 





XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX


XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX


XXXXXXXXXXXXXXXXXXXXXXXXX1;


 


















 






1Deleted
specific Exclusivity provisions deemed private and confidential for competitive reasons.






 



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REDACTED


		5.	Participation
                                         by the Investor in Equity Financing



 


Subject
to compliance with Applicable Law, including, if required, the approval of the Exchange, from and after the date of this Agreement
and for so long as the Investor’s Percentage is at least 10%, the Investor shall have the following rights in respect of
any Equity Financing:


 


		(a)	the
                                         right, but not the obligation, to participate, on a pro rata basis, in such Equity Financing
                                         to the extent required to allow the Investor to maintain the same Investor’s Percentage
                                         that it possessed immediately prior to the announcement of such Equity Financing such
                                         that the Investor does not suffer any equity dilution (the “Participation Right”);
                                         and



 


		(b)	the
                                         right, but not the obligation, to subscribe for any Equity Securities issued in connection
                                         with such Equity Financing not taken up by other investors or subscribers to enable the
                                         Investor to increase its equity ownership percentage in the Company (the “Top-up
                                         Right”).



 


If
the Company intends or proposes to, or enters into documentation purporting to issue or authorize an Equity Financing, then in
each case:


 


		(i)	Notice
                                         of Financing: the Company shall first provide written notice of such Equity Financing
                                         to the Investor, as soon as possible, but in any event on or prior to the earlier of
                                         10 Business Days prior to the expected completion date of such Equity Financing, and
                                         the date on which the Company files a preliminary prospectus or other offering document
                                         in connection with such Equity Financing, including a detailed summary of the material
                                         terms and conditions of such Equity Financing, together with any other information that
                                         the Investor may thereafter reasonably request in respect of the same;



 


		(ii)	Election
                                         Right of Investor: if the Investor wishes to exercise its Participation Right or
                                         Top-up Right, as the case may be, the Investor must provide the Company with written
                                         notice that it is exercising its Participation Right or its Top-up Right, as the case
                                         may be, before the earlier of (A) five (5) Business Days after the date of receipt by
                                         the Investor of notice of such Equity Financing from the Company pursuant to paragraph
                                         (i) above, and (B) 48 hours after public announcement of such Equity Financing if such
                                         Equity Financing is a “bought deal” public offering (or 24 hours in the event
                                         that the Investor elects to exercise its Top-up Right and such exercise would require
                                         shareholder approval under Applicable Law); failing which, the Investor shall be deemed
                                         to have elected not to exercise its rights under this paragraph 5;



 


		(iii)	Flow-Through
                                         Shares: to the extent that such Equity Financing involves the issuance of common
                                         shares in the Company that will be issued as “flow-through shares” (as defined
                                         in subsection 66(15) of the Income Tax Act (Canada)), at a price per share that
                                         reflects a premium associated with a flow-through designation, and the Investor elects
                                         to participate in such offering, the Company agrees to negotiate in good faith the price
                                         at which such flow-through shares will be issued to the Investor, taking into consideration
                                         that any benefits received by a purchaser of flow-through shares will not be received
                                         by the Investor;



 




    	 	-4-	 



     


    




REDACTED


		(iv)	Completion
                                         of Equity Financing: if the Investor notifies the Company of its election to exercise
                                         its Participation Right or Top-up Right pursuant to paragraph (ii) above, the Company
                                         shall use all commercially reasonable efforts, including, but not limited to, promptly
                                         making all required filings with the Exchange or any other applicable securities regulator,
                                         commission or authority and paying all fees in connection therewith, to obtain any Exchange
                                         or regulatory approvals required in respect of the issuance of Equity Securities to the
                                         Investor in respect of such Equity Financing and, subject to Applicable Law, the Company
                                         and the Investor shall proceed to complete the purchase and sale of the Equity Securities
                                         that are the subject of such Equity Financing, which completion may take place concurrently
                                         with and subject to the closing of the issuance of other Equity Securities forming part
                                         of the same Equity Financing, provided that the issue price offered to the Investor shall,
                                         subject to Applicable Law, be equivalent to the issue price under the Equity Financing.
                                         In the case of an Equity Financing that is a “bought deal” public offering,
                                         the Equity Securities that the Investor elects to purchase shall be issued to the Investor
                                         by the Company in a concurrent private placement with the Investor on the same terms
                                         as such wider Equity Financing, subject to Applicable Law;



 


		(v)	Prospectus
                                         Offering: without limitation to any of the rights of the Investors under paragraphs
                                         (i) to (iv) above, the Company shall use commercially reasonable efforts to include the
                                         Investor’s pro rata entitlement in any such Equity Financing that is a prospectus
                                         offering, provided that if the Investor’s pro rata share is not included in such
                                         prospectus offering, the Company shall ensure that the Investor is provided with the
                                         opportunity to subscribe for such Equity Securities on a private placement basis as soon
                                         as reasonably possible thereafter, and in no case later than fifteen (15) Business Days
                                         after the closing of the prospectus offering on terms no less favourable as those provided
                                         to investors under such Equity Financing. Notwithstanding the foregoing, any Equity Securities
                                         subscribed for by the Investor in the case of a public offering that is a “bought
                                         deal” shall be issued on a private placement basis on terms no less favourable
                                         as those provided to investors under such Equity Financing;



 


		(vi)	Shareholder
                                         Approval: if the Company is required by the Exchange or otherwise to seek shareholder
                                         approval for the issuance of Equity Securities to the Investor under such Equity Financing,
                                         then the Company may complete that portion of such Equity Financing that the Exchange
                                         will then permit without shareholder approval, provided that the Investor subscribes
                                         for and is issued at that time the lesser of:



 


		(A)	a
                                         pro rata portion of the maximum number of Equity Securities that the Investor wishes
                                         to purchase as part of such Equity Financing based on the size of the issuance that the
                                         Company is entitled to complete without obtaining shareholder approval; and



 


		(B)	the
                                         maximum number of Equity Securities that the Exchange will permit the Company to issue
                                         to the Investor as part of such Equity Financing without obtaining shareholder approval,



 




    	 	-5-	 



     


    

 


REDACTED


and
the Company shall call and hold a meeting of its shareholders to consider the subscription and issuance of the balance of the
Equity Securities in such Equity Financing as soon as reasonably practicable and in any event within sixty (60) days after the
date that the Company is advised that it will require shareholder approval. In connection with such meeting of shareholders (or
any adjournment or postponement thereof), unless inconsistent with the fiduciary duties of the Board, management of the Company
shall recommend in writing that shareholders vote in favour of such equity issuance to the Investor and shall vote their common
shares in the Company in respect of which management is granted a discretionary proxy in favour of such equity issuance to the
Investor. If shareholder approval for such issuance is obtained, the Company will issue to the Investor the remaining Equity Securities
in such Equity Financing on the Business Day following receipt of such shareholder approval. If, however, shareholder approval
for the issuance of Equity Securities in such Equity Financing is not obtained at such meeting, the Company shall not issue any
such Equity Securities to the Investor; and


 


		(vii)	Continuing
                                         Right of the Company: if the Investor elects or is deemed to have elected not to
                                         exercise its Participation Right or Top-up Right in respect of such Equity Financing
                                         then the Company may, at any time within forty-five (45) days of such election (or deemed
                                         election), complete such Equity Financing on substantially the same terms and conditions
                                         as initially indicated to the Investor by the Company.



 


For
greater certainty and notwithstanding anything to the contrary contained in this Agreement, the participation rights of the Investor
under this paragraph 5 or otherwise will not apply to the issuance by the Company of Equity Securities (A) pursuant to the Company’s
stock option plan or other compensation plans for employees, consultants, officers or directors of the Company and its Affiliates
(including the issuance of options, restricted stock, restricted share units, restricted stock units, performance share units,
deferred share units and any securities issued on exercise, vesting or settlement thereof), (B) in respect of securities issued
or made issuable in connection with bona fide acquisitions by the Company, (C) the conversion or exchange of any Equity Securities
of the Company into common shares of the Company, or the exercise of any warrants or other rights to acquire common shares of
the Company, or (D) in respect of securities issued or made issuable pursuant to or in connection with a rights offering or similar
transaction, in all cases subject to the terms of the Credit Agreement.


 


		6.	Participation
                                         by the Investor in Debt or Royalty Financing



 


Without
limiting the rights of the Investor under paragraph 4 above, if, at any time while any obligations are outstanding or remains
available under the Credit Agreement or while the Investor’s Percentage is at least 10%, the Company intends or proposes
to issue any convertible debt securities, or enters into documentation purporting to create, incur or assume any Indebtedness
(as defined in the Credit Agreement or, if the Credit Agreement is of no force and effect, as imported into this Agreement from
the Credit Agreement with the same meaning as set out in the Credit Agreement immediately prior to its termination), including
in respect of any Project Financing, or establish, sell, or create any royalty, metal stream or similar arrangement (in each case,
other than Permitted Indebtedness (as defined in the Credit Agreement or, if the Credit Agreement is of no force and effect, as
imported into this Agreement from the Credit Agreement with the same meaning as set out in the Credit Agreement immediately prior
to its termination)) to any Person other than the Investor (any such transaction, a “Debt or Royalty Financing”),
then in each case:


 





		(a)	Notice
                                         of Financing: the Company shall promptly provide written notice of such Debt or Royalty
                                         Financing, as the case may be, to the Investor, including a detailed summary of the material
                                         terms and conditions of such Debt or Royalty Financing, together with any other information
                                         that the Investor may thereafter reasonably request in respect of the same;



 






    	 	-6-	 



     


    

 


REDACTED


 





		(b)	Election
                                         Right of Investor: within twenty (20) Business Days of receipt of the notice of the
                                         Company contemplated in paragraph (a) above, the Investor may notify the Company that
                                         it has elected to participate in such Debt or Royalty Financing, up to an amount equal
                                         to the Investor’s Percentage in respect of such Debt or Royalty Financing on a
                                         pro rata basis, at its sole discretion, and thereafter the Company and the Investor will
                                         (and, if applicable, the Company will cause any other applicable Persons to) take steps
                                         to promptly complete such Debt or Royalty Financing on terms and conditions acceptable
                                         to the Investor but which substantially match the terms of the Debt or Royalty Financing
                                         proposed to be entered into by the Company with the other Person, if applicable; failing
                                         which, the Investor shall be deemed to have elected not to exercise its rights under
                                         this paragraph 6; and



 


		(c)	Continuing
                                         Right of the Company: if the Investor does not elect (or is deemed to have not elected)
                                         to exercise its right of participation pursuant to paragraph (b) above then the Company
                                         may, at any time within sixty (60) days of such election (or such deemed election at
                                         the end of the above twenty (20) Business Day period), take steps to complete such Debt
                                         or Royalty Financing on substantially the same terms and conditions as initially indicated
                                         to the Investor.



 





		7.	No
                                         Consent or Waiver



 


For
the avoidance of doubt, in no way shall the determination by the Investor of any offer or right of participation in any Debt or
Royalty Financing, or the Investor’s rejection or acceptance of the same, constitute a consent by the Investor to the entry
into such financing by the Company under or in connection with the Credit Agreement (or any successor agreement thereto or any
other financing arrangement involving the Investor and the Company), which consent shall, if required under the Credit Agreement
(or any successor agreement thereto or any other financing arrangement involving the Investor and the Company), require a separate
process between the Company and the Investor pursuant to the terms thereof, including in respect of any subordination, postponement,
priority or inter-creditor terms that may be required with any other Person.


 


		8.	Corporate
                                         Oversight by the Investor



 


The
Company covenants with the Investor as follows:


 


		(a)	Board
                                         Nomination: the Company agrees that, for so long as the Investor’s Percentage
                                         is at least 10%, the Investor may, at any time and from time to time, at its sole discretion,
                                         nominate a Director to the Board (“Investor’s Nominee”) and
                                         upon the Investor exercising such nomination right by way of written notice to the Company,
                                         provided that such Investor’s Nominee is eligible under Applicable Law to serve
                                         as a Director and consents in writing to serve as a Director, the Company (including
                                         its then-current Directors and officers) shall take all such actions and steps to promptly
                                         appoint the Investor’s Nominee to the Board, including convening a meeting of the
                                         shareholders or directors of the Company, as the case may be, in order to so effect such
                                         nomination and appointment. The parties acknowledge that appointees to the Company’s
                                         Board (including the Investor’s Nominee) must be ratified annually by a shareholder
                                         vote at the Company’s annual general meeting of shareholders, and the Company agrees
                                         that its management shall recommend in writing that shareholders vote in favour of the
                                         Investor’s Nominee and that its management shall vote their common shares in the
                                         Company (and their common shares in the Company in respect of which they are granted
                                         a discretionary proxy) in favour of the Investor’s Nominee in each annual general
                                         meeting or special meeting at which directors are proposed to be elected during which
                                         the Investor’s Percentage is at least 10%;



 




    	 	-7-	 



     


    

 


REDACTED


		(b)	Technical
                                         Committee: the Company shall, within sixty (60) days of the date of this Agreement,
                                         establish a project technical committee consisting of five (5) members, comprising Directors
                                         and other individuals and including at least one appointee of the Investor, subject to
                                         a committee charter that is acceptable to the Company and the Investor, whose role will
                                         be to monitor, at the cost and expense of the Company, permitting, environmental and
                                         social matters in respect of the Project as well as review the technical and operational
                                         development of the Project and its construction (including pursuant to site visits to
                                         the Project from time to time and upon appropriate access to management and management
                                         information of the Company, as required), which committee will report to the Board and
                                         will provide updated, written reports to the Board in respect of the technical and operational
                                         development of the Project and its construction, which reports shall be delivered by
                                         such technical committee to the Board no less than once per month, unless otherwise agreed
                                         by the Company and the Investor;



 


		(c)	Other
                                         Committees: the Company shall, within sixty (60) days of the date of this Agreement,
                                         establish both a compensation committee and a nomination committee, each consisting of
                                         five (5) members, comprising Directors and including the Investor’s Nominee and
                                         each subject to a committee charter that is acceptable to the Company and the Investor;



 


		(d)	Observer
                                         Rights: in addition to the Director nomination rights of the Investor set out in
                                         paragraph (a) above, the Company agrees that, for so long as the Investor’s Percentage
                                         is at least 10%, the Investor may, from time to time, at its sole discretion, nominate
                                         one or more observers to sit in on the general Board meetings of the Company and on any
                                         meetings of any technical, social, financial and other committees established by the
                                         Board, and such observer(s) shall receive all information and committee documentation
                                         provided to the other members of each such committees, provided that if any such observation
                                         or disclosure of information or documentation creates a conflict of interest, in the
                                         reasonable opinion of the Company or the Investor, then such observer(s) may be excluded
                                         from any such meetings or such information or documentation may be withheld from such
                                         observer(s), as the case may be. To the extent reasonably considered necessary by the
                                         Company, any such observer(s) designated by the Investor shall enter into a confidentiality
                                         agreement (in form and substance acceptable to the Company and the Investor, each acting
                                         reasonably) and agree to be bound by the Company’s disclosure and insider trading
                                         policies; and



 


		(e)	Board
                                         Information: without limiting or impairing (and in addition to) any other rights
                                         of the Investor under this paragraph 8 generally, the Company shall ensure that all information,
                                         materials and documentation provided to the Board are concurrently provided to the Investor,
                                         provided that the Investor shall hold all such information, including, but not limited
                                         to, all of the Company’s technical data, work plans and programs, permitting, environmental
                                         and social information, and results of the Company’s operations, in the strictest
                                         confidence and shall protect and safeguard the confidential and proprietary nature thereof
                                         by exercising the same degree of care that the Investor exercises over its own confidential
                                         information.



 




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REDACTED


		9.	Further
                                         Assurances



 


The
Company shall (and shall ensure that its Subsidiaries shall) from time to time, as may be reasonably required by the Investor,
execute and deliver such further and other documents and do all matters and things which are necessary to carry out the intention
and provisions of this Agreement.


 


		10.	Events
                                         of Default



 


To
the extent that the Credit Agreement then remains in force and effect, the Company acknowledges and agrees that a breach of any
of the terms of this Agreement shall constitute an Event of Default under (and as defined in) the Credit Agreement, entitling
the Investor to all of its rights and remedies thereafter pursuant to the terms of the Credit Agreement. Without limiting the
foregoing sentence, upon any breach by the Company of any of its obligations under this Agreement, the Investor may enforce all
rights and remedies then available to it under Applicable Law.


 


		11.	Notice
                                         to the Company



 


Any
notice to the Company under the provisions of this Agreement shall be valid and effective if delivered personally, by courier
or by email to or, if given by registered mail, postage prepaid, addressed to, the Company at:


 


Suite
1710, 650 West Georgia Street


PO
Box 11644


Vancouver,
British Columbia


Canada
V6B 4N9


Fax:
604 688 2043


 


and
shall be deemed to have been given on the date of personal delivery, when sent by email or when sent by facsimile transmission
if so delivered or sent prior to 5:00 pm (Vancouver time) on a Business Day and otherwise on the next Business Day, or on the
fifth (5th) Business Day after such letter has been mailed, as the case may be. The Company
may from time to time notify the Investor of a change in address which thereafter, until changed by further notice, shall be the
address of the Company for all purposes of this Agreement.


 


		12.	Notice
                                         to the Investor



 


Any
notice to the Investor under the provisions of this Agreement shall be valid and effective if delivered personally, by courier
or by facsimile transmission to or, if given by registered mail, postage prepaid, addressed to the Investor at its principal office
at:


 


1400
Sixteenth Street, Suite 200


Denver,
Colorado


80202
United States of America


Fax:
720 946 1450


 




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REDACTED


and
shall be deemed to have been given on the date of delivery personally or by facsimile transmission if so delivered prior to 5:00
p.m. (Denver time) on a Business Day and otherwise on the next Business Day or on the fifth (5th)
Business Day after such letter has been mailed, as the case may be. The Investor may from time to time notify the Company of a
change in address which thereafter, until changed by further notice, shall be the address of the Investor for all purposes of
this Agreement.


 


		13.	Waiver
                                         of Right to Counsel



 


Each
of the parties hereto acknowledges, agrees and declares that it:


 


		(a)	has
                                         had the assistance of legal counsel in preparing, negotiating and entering into this
                                         Agreement;






 


		(b)	has
                                         made its own, separate and independent decisions as to how and when to avail itself of
                                         such legal assistance; and



 


		(c)	understands
                                         the nature and effect of this Agreement and that it has no obligation to execute this
                                         Agreement and hereby acknowledges and declares that it does so freely and voluntarily,



 


and
hereby waives all claims, demands, losses, actions, causes of action, costs, charges, expenses, damages and liabilities whatsoever
arising in connection with such party’s decision to engage or not to engage the assistance of its legal counsel at any time
in preparing, negotiating or entering into this Agreement.


 


		14.	Amendments
                                         and Waivers



 


No
amendment to any provision of this Agreement shall be effective unless it is in writing and has been signed by the Investor and
the Company, and no waiver of any provision of this Agreement, or consent to any departure by the Company therefrom, shall be
effective unless it is in writing and has been signed by the Investor. Any such amendment, waiver or consent shall be effective
only in the specific instance and for the specific purpose for which given.


 


		15.	No
                                         Waiver; Remedies Cumulative



 


No
failure on the part of the Investor to exercise, and no delay in exercising, any right, remedy, power or privilege under this
Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, remedy, power or privilege
preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.


 


		16.	Termination



 


This
Agreement shall continue in full force and effect until the later of:


 


		(a)	the
                                         date of the discharge in full of all obligations owing to the Investor under the Credit
                                         Agreement; and






 


		(b)	the
                                         first date on which the Investor’s Percentage is less than 10%.



 




    	 	-10-	 



     


    

 


REDACTED


		17.	Binding
                                         Effect; Assignment; Syndication



 


This
Agreement shall become effective when it shall have been executed by the parties hereto and thereafter shall be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns. The Company
shall not have the right to assign its rights and obligations hereunder or any interest herein without the prior written consent
of the Investor, which may be withheld in the Investor’s sole discretion. The Investor shall not have the right to sell,
assign or transfer all or any portion of the Investor’s interests, rights and obligations hereunder or any interest herein
without the prior written consent of the Company, save that the Investor may sell, assign or transfer all or any portion of its
interests, rights and obligations hereunder at any time to any Affiliate or Related Party of the Investor, upon notice to, but
without the consent of, the Company; the Company shall, from time to time upon request of the Investor, enter into such amendments
to this Agreement and execute and deliver such other documents as shall be necessary to effect any such assignment and the Company
acknowledges and agrees that the Investor is authorized to disclose to any permitted assignee or prospective permitted assignee
hereunder any and all financial and other information concerning the Company and its assets and any other transactions contemplated
herein, whether received by the Investor or derivative thereof, in connection with this Agreement, so long as the recipient thereof
agrees not to disclose any confidential, non-public information to any person other than its employees, accountants, legal counsel
or other representatives, unless required by Applicable Law.


 


		18.	Governing
                                         Law



 


This
Agreement shall be governed by, construed and enforced in accordance with the laws of the Province of British Columbia and the
federal laws of Canada applicable therein and shall be treated in all respects as a British Columbia contract. The Company hereby
irrevocably attorns to the non-exclusive jurisdiction of the Courts of the Province  of British Columbia
in the City of Vancouver and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively
do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of
or relating to this Agreement in any Court of the Province of British Columbia.


 


		19.	Enurement



 


This
Agreement shall be binding upon and shall enure to the benefit of the Company and the Investor and their respective permitted
successors and assigns.


 


		20.	Entire
                                         Agreement



 


This
Agreement reflect the entire agreement between the parties hereto with respect to the matters set forth herein and therein and
supersede any prior agreements, commitments, drafts, communication, discussions and understandings, oral or written, with respect
thereto, including but not limited to any term sheet entered into between any of the parties thereto.


 


		21.	Severability



 


Whenever
possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under all Applicable
Laws. If, however, any provision of this Agreement shall be prohibited by or invalid under any such law in any jurisdiction, it
shall, as to such jurisdiction, be deemed modified to conform to the minimum requirements of such law, or, if for any reason it
is not deemed so modified, it shall be ineffective and invalid only to the extent of such prohibition or invalidity without affecting
the remaining provisions of this Agreement, or the validity or effectiveness of such provision in any other jurisdiction.


 



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REDACTED


 





		22.	Counterparts
                                         and facsimile



 


This
Agreement may be executed in counterparts and by electronic transmission of an authorized signature and each such counterpart
shall be deemed to form part of one and the same document.


 


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of page intentionally left blank]


 




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REDACTED


IN
WITNESS WHEREOF the parties hereto have executed this Agreement under the hands of their proper
officers duly authorized in that behalf.


 


resource
capital fund vi L.P.

By RESOURCE CAPITAL ASSOCIATES VI L.P.,

its General Partner,

By RCA VI GP LTD.,

its General Partner






	By:	“SIGNED”
	 	Name:
	 	Title:


 


The undersigned
hereby acknowledges and agrees to the above terms.


 


CANADIAN
ZINC CORPORATION 


 





	Per:	“SIGNED”
	 	Authorized
    Signatory







 


[signature
page to the Investor Agreement}


 




    	 	-13-