Independent Auditors’ Report on Financial
Statements




To the
Shareholders of


Canadian
Zinc Corporation




We have
audited the balance sheets of Canadian Zinc Corporation [the “Company”] as at
December 31, 2008 and 2007 and the statements of operations, comprehensive
income and deficit, shareholders’ equity and cash flows for each of the years in
the three-year period ended December 31, 2008. These financial statements are
the responsibility of the Company’s management. Our responsibility is to express
an opinion on these financial statements based on our audits.




We
conducted our audits in accordance with Canadian generally accepted auditing
standards and the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform an audit to
obtain reasonable assurance whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.




In our
opinion, these financial statements present fairly, in all material respects,
the financial position of the Company as at December 31, 2008 and 2007 and the
results of its operations and its cash flows for each of the years in the
three-year period ended December 31, 2008 in conformity with Canadian generally
accepted accounting principles.




As
discussed in note 2 to the financial statements, in 2008, the Company changed
its policy of accounting for exploration and development costs.






We also
have audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), the effectiveness of the Company’s internal
control over financial reporting as of December 31, 2008 and 2007, based on
criteria established in Internal Control – Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission and our report
dated March 9, 2009 expressed an unqualified opinion thereon.





Vancouver,
Canada,


March 9,
2009. Chartered Accountants












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Independent
      Auditors’ Report on Internal Controls under Standards of the Public
      Company Accounting Oversight Board (United
  States)




To the
Shareholders of


Canadian
Zinc Corporation




We have
audited Canadian Zinc Corporation’s [the “Company”] internal control over
financial reporting as at December 31, 2008 and 2007, based on criteria
established in Internal Control – Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission [the “COSO criteria”].
The Company’s management is responsible for maintaining effective internal
control over financial reporting, and for its assessment of the effectiveness of
internal control over financial reporting. Our responsibility is to express an
opinion on the effectiveness of the Company’s internal control over financial
reporting based on our audit.




We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether effective
internal control over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of internal control over
financial reporting, assessing the risk that a material weakness exists, testing
and evaluating the design and operating effectiveness of internal control, and
performing such other procedures as we considered necessary in the
circumstances. We believe that our audit provides a reasonable basis for our
opinion.




A
company’s internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. A company’s internal control over
financial reporting includes those policies and procedures that (1) pertain to
the maintenance of records, that in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the Company; (2)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the Company are
being made only in accordance with authorizations of management and directors of
the Company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition of the Company’s
assets that could have a material effect on the financial
statements.




Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.


In our
opinion, the Company maintained, in all material respects, effective internal
control over financial reporting as of December 31, 2008 and 2007 based on the
COSO criteria.




We also
have audited, in accordance with Canadian generally accepted auditing standards
and the standards of the Public Company Accounting Oversight Board (United
States), the balance sheets as at December 31, 2008 and 2007 and the statements
of operations, comprehensive income and deficit, shareholders’ equity and cash
flows for each of the years in the three-year period ended December 31, 2008 and
2007 of the Company and our report dated March 9, 2009 expressed an unqualified
opinion thereon.





Vancouver,
Canada,


March 9,
2009. Chartered Accountants


2