Suite
      1710, 650 West Georgia Street


Vancouver,
      BC V6B 4N9








**NOTICE
      OF MEETING**





**AND**





**INFORMATION
      CIRCULAR**













For




**Annual
      General Meeting of Shareholders**


To
      be
      Held on


Wednesday,
      June 13, 2007


**at**


**30** **th** **Floor, 650 West Georgia Street**


Vancouver,
      BC V6B 4N9


**CANADIAN
      ZINC CORPORATION**


**NOTICE
      OF MEETING**




Suite
      1710, 650 West Georgia Street


Vancouver,
      BC V6B 4N9








TO:  The
      Shareholders of Canadian Zinc Corporation




NOTICE
      IS
      HEREBY GIVEN THAT an annual general meeting (the " **Meeting** ")
      of the
      shareholders of Canadian Zinc Corporation (the " **Company** ")
      will
      be held at **30** **th** **Floor, 650 West Georgia Street** , **Vancouver,
      British Columbia** on **Wednesday,
      June 13, 2007, at the hour of 10:00 a.m** .,
      Vancouver time, for the following purposes:




1.
            To
                receive and consider the report of the directors and the financial
                statements of the Company together with the auditor's report thereon
                for
                the financial year ended December 31,
                2006;




2.
            To
                determine the number of directors at six
                (6);




3.
            To
                elect directors for the ensuing
                year;




4. To
      appoint Ernst & Young LLP as the auditors for the ensuing year;




5.
            To
                authorize the directors to fix the remuneration to be paid to the
                auditors;




6.
            To
                re-approve the Company's stock option plan pursuant to which the
                aggregate
                number of common shares of the Company which may be issued to directors,
                officers, employees and consultants of the Company and its subsidiaries
                may not exceed 10% of the issued and outstanding common shares at
                the time
                of the grant; and




7.
            To
                transact such further or other business as may properly come before
                the
                Meeting and any adjournments
                thereof.




The
      accompanying information circular provides additional information relating
      to
      the matters to be dealt with at the Meeting and is deemed to form part of this
      notice. Also accompanying this notice is a form of proxy and a supplemental
      mailing return card. Any adjournment of the Meeting will be held at a time
      and
      place to be specified at the Meeting.




Only
      holders of common shares of record at the close of business on May 4, 2007
      will
      be entitled to receive notice of and vote at the Meeting. If you are unable
      to
      attend the Meeting in person, please complete, sign and date the enclosed form
      of proxy and return the same in the enclosed return envelope provided for that
      purpose within the time and to the location set out in the form of proxy
      accompanying this notice.







DATED
      this **** 11th
      day
      of May, 2007




**BY
                ORDER OF THE BOARD OF DIRECTORS***(Signed)*John
                F. Kearney
              Chairman




**If
      you are a non-registered shareholder of the Company and receive these materials
      through your broker or through another intermediary, please complete and return
      the materials in accordance with the instructions provided to you by your broker
      or by the other intermediary. Failure to do so may result in your shares not
      being eligible to be voted by proxy at the
      Meeting.**


1


**CANADIAN
      ZINC CORPORATION**


Suite
      1710, 650 West Georgia Street


Vancouver,
      BC V6B 4N9





**INFORMATION
      CIRCULAR**





(As
      at
      May 4, 2007 except as otherwise indicated)





This
      information circular is furnished in connection with the solicitation of proxies
      by the management of Canadian Zinc Corporation (the " **Company** ")
      for
      use at the annual general meeting of the Company to be held on **June
      13, 2007** and at
      any adjournments thereof (the " **Meeting** ").
      The
      solicitation will be conducted by mail and may be supplemented by telephone
      or
      other personal contact to be made without special compensation by officers
      and
      employees of the Company. The cost of solicitation will be borne by the
      Company.




**APPOINTMENT
      OF PROXYHOLDER**




The
      purpose of a proxy is to designate persons who will vote the proxy on a
      shareholder's behalf in accordance with the instructions given by the
      shareholder in the proxy. The persons whose names are printed in the enclosed
      form of proxy for the Meeting are officers or directors of the Company (the
      " **Management
      Proxyholders** ").




**A
      shareholder has the right to appoint a person other than a Management
      Proxyholder, to represent the shareholder at the Meeting by striking out the
      names of the Management Proxyholders and by inserting the desired person's
      name
      in the blank space provided or by executing a proxy in a form similar to the
      enclosed form. A proxyholder need not be a shareholder.**




**REVOCABILITY
      OF PROXY**




Any
      registered shareholder who has returned a proxy may revoke it at any time before
      it has been exercised. In addition to revocation in any other manner permitted
      by law, a proxy may be revoked by instrument in writing, including a proxy
      bearing a later date, executed by the registered shareholder or by his attorney
      authorized in writing or, if the registered shareholder is a corporation, under
      its corporate seal or by an officer or attorney thereof duly authorized. The
      instrument revoking the proxy must be deposited at the registered office of
      the
      Company, at any time up to and including the last business day preceding the
      date of the Meeting, or any adjournment thereof, or with the chairman of the
      Meeting on the day of the Meeting. **Only
      registered shareholders have the right to revoke a proxy. Non-Registered Holders
      who wish to change their vote must, at least seven (7) days before the Meeting,
      arrange for their respective nominees or intermediaries to revoke the proxy
      on
      their behalf.**




**VOTING
      BY PROXY**




**Only
      registered shareholders or duly appointed proxyholders are permitted to vote
      at
      the Meeting.** Shares
      represented by a properly executed proxy will be voted or be withheld from
      voting on each matter referred to in the Notice of Meeting in accordance with
      the instructions of the shareholder on any ballot that may be called for and
      if
      the shareholder specifies a choice with respect to any matter to be acted upon,
      the shares will be voted accordingly.




**If
      no choice is specified and one of the Management Proxyholders is appointed
      by a
      shareholder as proxyholder, such person will vote in favour of the matters
      specified in the notice of meeting for this Meeting and for all other matters
      proposed by management at the Meeting.**




**The
      enclosed form of proxy also confers discretionary authority upon the person
      named therein as proxyholder with respect to amendments or variations to matters
      identified in the Notice of the Meeting and with respect to other matters which
      may properly come before the Meeting.** At
      the
      date of this information circular, management of the Company knows of no such
      amendments, variations or other matters to come before the Meeting.




2





**COMPLETION
      AND RETURN OF PROXY**




Completed
      forms of proxy must be deposited at the office of the Company's registrar and
      transfer agent, Computershare Investor Services Inc., Proxy Department, 100
      University Avenue, 9 th Floor,
      Toronto, Ontario, M5J 2Y1, not later than forty-eight (48) hours, excluding
      Saturdays, Sundays and holidays, prior to the time of the Meeting, unless the
      chairman of the Meeting elects to exercise his discretion to accept proxies
      received subsequently.




**NON-REGISTERED
      HOLDERS**




**Only
      shareholders whose names appear on the records of the Company as the registered
      holders of common shares or duly appointed proxyholders are permitted to vote
      at
      the Meeting. Most shareholders of the Company are "non-registered" shareholders
      because the common shares they own are not registered in their names but are
      instead registered in the name of a nominee such as a brokerage firm, bank
      or
      trust company through which they purchased the common shares.** More
      particularly, a person is not a registered shareholder in respect of common
      shares which are held on behalf of that person (the " **Non-Registered
      Holder** ")
      but
      which are registered either: (a) in the name of an intermediary (an
      " **Intermediary** ")
      that
      the Non-Registered Holder deals with in respect of the common shares
      (Intermediaries include, among others, banks, trust companies, securities
      dealers or brokers and trustees or administrators of self-administered RRSP's,
      RRIFs, RESPs and similar plans); or (b) in the name of a clearing agency (such
      as The Canadian Depository for Securities Limited (" **CDS** "))
      of
      which the Intermediary is a participant. In accordance with the requirements
      of
      National Instrument 54-101 of the Canadian Securities Administrators, the
      Company has distributed copies of the notice of meeting, this information
      circular and the proxy (collectively, the " **Meeting
      Materials** ")
      to the
      clearing agencies and Intermediaries for onward distribution to Non-Registered
      Holders.




Intermediaries
      are required to forward the Meeting Materials to Non-Registered Holders unless
      a
      Non-Registered Holder has waived the right to receive them. Very often,
      Intermediaries will use service companies to forward the Meeting Materials
      to
      Non-Registered Holders. Generally, Non-Registered Holders who have not waived
      the right to receive Meeting Materials will either:




(a)
            be
                given a form of proxy**which
                has already been signed by the Intermediary**(typically by a facsimile, stamped signature), which is restricted
                as to
                the number of shares beneficially owned by the Non-Registered Holder
                but
                which is otherwise not completed. Because the Intermediary has already
                signed the form of proxy, this form of proxy is not required to be
                signed
                by the Non-Registered Holder when submitting the proxy. In this case,
                the
                Non-Registered Holder who wishes to submit a proxy should otherwise
                properly complete the form of proxy and**deliver
                it to Computershare Trust Company of Canada**as
                provided above; or




(b)
            more
                typically, be given a voting instruction form**which
                is not signed by the Intermediary**,
                and which, when properly completed and signed by the Non-Registered
                Holder
                and**returned
                to the Intermediary or its service company**,
                will constitute voting instructions (often called a "**proxy****authorization
                form**")
                which the Intermediary must follow. Typically, the proxy authorization
                form will consist of a one page pre-printed form. Sometimes, instead
                of
                the one page pre-printed form, the proxy authorization form will
                consist
                of a regular printed proxy form accompanied by a page of instructions
                which contains a removable label containing a bar-code and other
                information. In order for the form of proxy to validly constitute
                a proxy
                authorization form, the Non-Registered Holder must remove the label
                from
                the instructions and affix it to the form of proxy, properly complete
                and
                sign the form of proxy and return it to the Intermediary or its service
                company in accordance with the instructions of the Intermediary or
                its
                service company.




In
      either
      case, the purpose of this procedure is to permit Non-Registered Holders to
      direct the voting of the common shares which they beneficially own. Should
      a
      Non-Registered Holder who receives one of the above




3


forms
      wish to vote at the Meeting in person, the Non-Registered Holder should strike
      out the names of the Management Proxyholders and insert the Non-Registered
      Holder's name in the blank space provided. **In
      either case, Non-Registered Holders should carefully follow the instructions
      of
      their Intermediary, including those regarding when and where the proxy or proxy
      authorization form is to be delivered.**




In
      addition, Canadian securities legislation now permits the Company to forward
      meeting materials directly to "Non-Objecting Beneficial Owners" (NOBOs). As
      a
      result non-objecting beneficial owners can expect to receive a scannable Voting
      Instruction FORM (VIF) from Computershare. These VIFs are to be completed and
      returned to Computershare in the envelope provided or by facsimile. In addition,
      Computershare provides both telephone voting and internet voting as described
      on
      the VIF itself which contain complete instructions. Computershare will tabulate
      the results of the VIFs received from non objecting beneficial owners and will
      provide appropriate instructions at the Meeting with respect to the shares
      represented by the VIFs they receive. If the Company or its agent has sent
      these
      materials directly to you (instead of through a nominee), your name and address
      and information about your holdings of securities have been obtained in
      accordance with applicable securities regulatory requirements from the nominee
      holding on your behalf. By choosing to send these materials to you directly,
      the
      Company (and not the nominee holding on your behalf) has assumed responsibility
      for (i) delivering these materials to you and (ii) executing your proper voting
      instructions.




**INTEREST
      OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON**




Except
      as
      set out herein, to the knowledge of the management of the Company, since the
      beginning of the Company's last financial year, no director or executive officer
      of the Company nor any associate or affiliate of the foregoing persons, has
      any
      material interest, direct or indirect, by way of beneficial ownership of
      securities or otherwise, in any matter to be acted upon at the Meeting other
      than the election of directors, the appointment of auditors or the approval
      of
      the stock option plan.




**VOTING
      SECURITIES AND PRINCIPAL HOLDERS THEREOF**




The
      Company is authorized to issue a n
      unlimited
      n umber
      of
      common shares without par value,
      of
      which as at May 4, 2007, the record date for the Meeting,****108,040,212
      common shares were issued and outstanding. The holders of common shares are
      entitled to one vote for each common share held. Holders of common shares of
      record at the close of business on May 4, 2007 will be entitled to receive
      notice of and vote at the meeting. The
      Company has only one class of shares.




To
      the
      knowledge of management of the Company, no person beneficially owns, directly
      or
      indirectly, or exercises control or direction over shares carrying more than
      10%
      of the voting rights attached to the common shares of the Company.




**ELECTION
      OF DIRECTORS**




At
      the
      meeting, shareholders will be asked to elect six (6) directors (the
      " **Nominees** ").
      The
      following table provides the names of the Nominees and information concerning
      them. The specified persons in the enclosed form of proxy intend to vote for
      the
      election of the Nominees. Management does not contemplate that any of the
      Nominees will be unable to serve as a director. Each director of the Company
      holds office until the next annual general meeting of shareholders or until
      his
      successor is elected or appointed.


4





**Name,
                Province or State and Country of Ordinary Residence and Position
                Held with
                the Company**
            **Principal
                Occupation During Preceding**
              **Five
                Years**
            **Date
                First Became Director of the Company**
            **Common
                Shares beneficially owned, directly or indirectly, or over which
                control
                or direction is exercised**(1)Robert
                Gayton(4)
              British
                Columbia, Canada
              Director
            Chartered
                accountant/financial consultant; Director of eleven public companies,
                including Western Copper Corp., Bravo Venture Group, Intrinsyc Software
                Inc., Doublestar Resources Ltd., Northern Orion Resources Inc., Nevsun
                Resources Ltd. and Quaterra Resources Inc.
            May
                2000
            5,000
                common sharesJohn
                F. Kearney(2)
              Ontario,
                Canada
              Chairman,
                President, Chief Executive Officer and Director
            Chairman,
                President and Chief Executive Officer of Canadian Zinc Corporation
                since
                2003; Chairman of Conquest Resources Limited since 2001; Chairman
                of
                Anglesey Mining plc since 1994.
            November
                2001
            765,409
                common sharesJohn
                A. MacPherson
              British
                Columbia, Canada
              Director
            Chairman
                of Tower Energy Ltd; Chairman of Canadian Zinc Corporation from 2000
                to
                June 2003.
            May
                1999
            50,000
                common sharesDave
                Nickerson
              Northwest
                Territories, Canada
              Director
            Professional
                engineer, mining consultant; Director of Tyhee Development Corp.
                and
                International X-Chequer Resources Inc.;
            March
                2004
            NilAlan
                C. Savage(3)
              British
                Columbia, Canada
              Director
            Chairman
                of Doublestar Resources Ltd.; Director of Copper Ridge Exploration
                Ltd.
            June
                2003
            2,000
                common sharesAlan
                B. Taylor
              British
                Columbia, Canada
              Vice
                President, Exploration, Chief Operating Officer and
                Director
            Vice
                President, Exploration of Canadian Zinc Corporation since 1999 and
                Chief
                Operating Officer of Canadian Zinc Corporation since March 2004.
                Director
                of Sunrise Minerals Inc.
            March
                2004
            Nil




(1)
            The
                information as to common shares beneficially owned or over which
                the
                above-named directors exercise control or direction, not being within
                the
                knowledge of the Company, has been furnished by the respective directors
                individually.






(2)
            Mr.
                Kearney served as a non-executive director of Q-Entertainment Inc.
                (TSX:
                QZR), a technology and entertainment company, from October 1996 to
                October
                1997. On November 6, 1997, Q-Entertainment Inc. and its U.S. subsidiaries
                filed for Chapter 11 protection in the United States and subsequently
                filed for Chapter 7 bankruptcy in the United States Bankruptcy Court
                (Texas), following which a trustee in bankruptcy was appointed. Mr.
                Kearney also served as a non-executive director of McCarthy Corporation
                plc, the largest shareholder in Q-Entertainment Inc., from July 2000
                to
                March 2003. In June 2003, McCarthy Corporation plc proposed a voluntary
                arrangement with its creditors pursuant to the legislation of the
                United
                Kingdom.






(3)
            Mr.
                Savage served as a director of Consolidated Van Anda Gold Ltd., which
                became the subject of a cease trade order of the Alberta Securities
                Commission in February 2002. Mr. Savage resigned as a director of
                Consolidated Van Anda Gold Ltd. in August
                2003.






(4)
            Mr.
                Gayton served as a director of Newcoast Silver Mines Ltd., which
                became
                the subject of a cease trade order of the British Columbia Securities
                Commission in September 2003 and of the Alberta Securities Commission
                in
                October 2003 for failure to file financial statements. The orders
                were
                revoked in October 2003 and March 2004,
                respectively.






IF
      ANY OF
      THE ABOVE NOMINEES IS FOR ANY REASON UNAVAILABLE TO SERVE AS A DIRECTOR, PROXIES
      IN FAVOUR OF MANAGEMENT WILL BE VOTED FOR ANOTHER NOMINEE IN THEIR DISCRETION
      UNLESS THE SHAREHOLDER HAS SPECIFIED IN THE PROXY THAT HIS SHARES ARE TO BE
      WITHHELD FROM VOTING IN THE ELECTION OF DIRECTORS.




The
      board
      of directors of the Company does not have an executive committee. The board
      of
      directors of the Company has established an Audit Committee to oversee the
      retention, performance and compensation of the Company’s independent auditors,
      and to oversee and establish procedures concerning systems of internal
      accounting and control. The Audit Committee currently comprises of Robert
      Gayton, Alan C. Savage and Dave Nickerson.




5


**EXECUTIVE
      COMPENSATION**




The
      following table sets forth all annual and long-term compensation for services
      in
      all capacities to the Company and its subsidiaries for the three most recently
      completed financial years (to the extent required by National Instrument Form
      51-102F6) in respect of John F. Kearney, the Chief Executive Officer of the
      Company, Alan Taylor, the Chief Operating Officer of the Company, and Danesh
      Varma, the Chief Financial Officer of the Company (the " **Named**  **Executive
      Officers** ")
      in
      2006. No other executive officers of the Company were in receipt of salaries
      or
      bonuses in excess of $150,000 during the financial year ended December 31,
      2006.




**SUMMARY
      COMPENSATION TABLE**


**Annual
                Compensation**
            **Long-Term
                Compensation****Awards**
            **Payouts****Name**
              **And**
              **Principal**
              **Position**
            **Year**
            **Salary**
              
              **($)**
            **Bonus**
              
              **($)**
            **Other**
              
              **Annual**
              **Compen-sation**
              
              **($)**
            **Securities
                Under Options/**
              **SARs
                Granted**
              
              **(#)**
            **Shares
                or Units Subject to Resale Restrictions**
              
              **($)**
            **LTIP
                Payouts**
              
              **($)**
            **All
                Other Compen-sation**
              
              **($)**John
                F. Kearney
              Chairman,
                President and Chief Executive Officer
            2006
              2005
              2004
            180,000(1)
              144,000
              110,000
            72,000(1)
              Nil
              97,500
            Nil
              Nil
              Nil
            200,000
              1,000,000
              Nil
            Nil
              Nil
              Nil
            Nil
              Nil
              Nil
            Nil
              Nil
              NilAlan
                B. Taylor
              Chief
                Operating Officer(2)
            2006
              2005
              2004
            176,069
              144,000
              119,750
            72,000
              Nil
              50,000
            Nil
              Nil
              Nil
            200,000
              700,000
              Nil
            Nil
              Nil
              Nil
            Nil
              Nil
              Nil
            Nil
              Nil
              NilDanesh
                Varma
              Chief
                Financial Officer(3)
            2006
              2005
            12,000
              12,490
            Nil
              Nil
            Nil
              Nil
            Nil
              Nil
            Nil
              Nil
            Nil
              Nil
            Nil
              Nil


(1)
            Paid
                to a private company controlled by John F.
                Kearney.


(2)
            Mr.
                Taylor was appointed Chief Operating Officer of the Company in March
                2004.


(3)
            Mr.
                Varma was appointed Chief Financial Officer of the Company in February
                2005.




**Long-Term
      Incentive Plan (LTIP) Awards**




The
      Company does not have a LTIP pursuant to which cash or non-cash compensation
      intended to serve as an incentive for performance (whereby performance is
      measured by reference to financial performance or the price of the Company's
      securities) is paid.




**Option/Stock
      Appreciation Rights ("SAR") Grants During the Most Recently Completed Financial
      Year**




The
      following table provides details on stock options granted to the Named Executive
      Officers during the year ended December 31, 2006.




**Name**
            **Securities
                Under Options/SARs Granted**
              **(#)**
            **%
                of Total Options/SARs Granted to Employees in Financial
                Year**
            **Exercise
                or Base Price**
              **($/Security)**
            **Market
                Value of Securities Underlying Options/SARs on the Date of
                Grant**
              **($/Security)**
            **Expiration
                Date**John
                F. Kearney
            200,000
            14%
            $0.90
            $162,000
            December
                13, 2010Alan
                B. Taylor
            200,000
            14%
            $0.90
            $162,000
            December
                13, 2010Danesh
                Varma
            Nil
            N/A
            N/A
            N/A
            N/A




**(1)** **** The
      closing price of the common shares of the Company on the TSX on December 12,
      2006 was $0.81




6


**Aggregate
      Option/SAR Exercises During the Most Recently Completed Financial Year
      and**


**Financial
      Year-End Option/SAR Values**




The
      following table sets forth details of all exercises of stock options during
      the
      most recently completed financial year by the Named Executive Officers, the
      number of unexercised options held by the Named Executive Officers at the
      financial year-end and the value of unexercised in-the-money options on an
      aggregated basis at the financial year-end.




**Name**
            **Securities
                Acquired**
              **on
                Exercise**
              **(#)**
            **Aggregate**
              **Value**
              **Realized**
              **($)**
            **Unexercised
                Options/SARs**
              **at
                Financial**
              **Year-End**
              **(#)**
              **Exercisable/**
              **Unexercisable**
            **Value
                of Unexercised**
              **In-the-Money**
              **Options/SARs**
              **at
                Financial Year-End**(1)
              **($)**
              **Exercisable/**
              **Unexercisable**John
                F. Kearney
            Nil
            Nil
            1,650,000/Nil
            $535,500/NilAlan
                B. Taylor
            Nil
            Nil
            900,000/Nil
            $174,000/NilDanesh
                Varma
            Nil
            Nil
            Nil
            Nil




(1) The
      closing price of the common shares of the Company on The Toronto Stock Exchange
      (the " **TSX** ")
      on
      December 29, 2006 was $0.86.




**Option
      and SAR Re-Pricings**




There
      was
      no re-pricing of stock options under the Company's stock option plan or
      otherwise during the most recently completed financial year.




**Defined
      Benefit or Actuarial Plan**




The
      Company does not have a defined benefit or actuarial plan.




**Termination
      of Employment, Change in Responsibilities and Employment
      Contracts**




Except
      as
      otherwise disclosed herein, the Company and its subsidiaries have no
      compensatory plan or arrangement in respect of compensation received or that
      may
      be received by an executive officer of the Company in the Company's most
      recently completed or current financial year to compensate such executive
      officer in the event of the termination of employment (resignation, retirement,
      change of control) or in the event of a change in responsibilities following
      a
      change in control, where in respect of the executive officer the value of such
      compensation exceeds $100,000.




**Composition
      of Compensation Committee**




During
      2006, the Compensation Committee consisted of Robert J. Gayton and Alan C.
      Savage and was responsible for determining the compensation of executive
      officers of the Company.




**Report
      on Executive Compensation**




Historically,
      the compensation of executive officers of the Company has been comprised
      primarily of cash compensation and the allocation of incentive stock options.
      In
      establishing levels of remuneration and in granting stock options, an
      executive's performance, level of expertise, responsibilities, length of service
      to the Company and comparable levels of remuneration paid to executives of
      other
      companies of comparable size and development within the industry are taken
      into
      consideration. Interested executives do not participate in reviews, discussions
      or decisions of the Compensation Committee or the board of directors regarding
      this remuneration.




The
      general compensation philosophy of the Company for executive officers, including
      for the Chief Executive Officer, is to provide a level of compensation that
      is
      competitive within the North American marketplace and that will attract and
      retain individuals with the experience and qualifications necessary for
      the




7


Company
      to be successful, and to provide long-term incentive compensation which aligns
      the interest of executives with those of shareholders and provides long-term
      incentives to members of senior management whose actions have a direct and
      identifiable impact on the performance of the Company and who have material
      responsibility for long-range strategy development and
      implementation.




The
      Company's stock option plans are administered by the board of directors of
      the
      Company. The stock option plans are designed to give each option holder an
      interest in preserving and maximizing shareholder value in the longer term,
      to
      enable the Company to attract and retain individuals with experience and
      ability, and to reward individuals for current performance and expected future
      performance. Stock option grants are considered when reviewing executive officer
      compensation packages as a whole.




This
      report on executive compensation was submitted by the Compensation Committee
      of
      the Company, comprising of Robert Gayton and Alan C. Savage.




**Compensation
      of Directors**




For
      the
      financial year 2006, the Company paid each director, other than executive
      officers, an annual fee of $10,000 plus $500 for each meeting or committee
      meeting attended. An aggregate of $68,100 was paid to directors for their
      services as directors during 2006.




From
      time
      to time, directors may be retained to provide specific services to the Company
      and will be compensated on a basis to be negotiated.




The
      Company has no plans other than the Company's stock option plans previously
      referred to herein pursuant to which cash or non-cash compensation was paid
      or
      distributed to directors during the most recently completed financial year
      or is
      proposed to be paid or distributed in a subsequent year. Directors are eligible
      to participate in the stock option plans. During the financial year ended
      December 31, 2006, an aggregate of 1,200,000 stock options were granted to
      directors of the Company.




The
      following table provides details on stock options granted to the directors
      who
      were not Named Executive Officers during the year ended December 31,
      2006.




**Name**
            **Securities
                Under Options/SARs Granted**
              **(#)**
            **%
                of Total Options/SARs Granted to Employees in Financial
                Year**
            **Exercise
                or Base Price**
              **($/Security)**
            **Market
                Value of Securities Underlying Options/SARs on the Date of
                Grant**
              **($/Security)**(1)
            **Expiration
                Date**Robert
                Gayton
            200,000
            14%
            $0.90
            $162,000
            December
                13, 2010John
                A. MacPherson
            200,000
            14%
            $0.90
            $162,000
            December
                13, 2010Dave
                Nickerson
            200,000
            14%
            $0.90
            $162,000
            December
                13, 2010Alan
                Savage
            200,000
            14%
            $0.90
            $162,000
            December
                13, 2010




**(1)**
            The
                closing price of the common shares of the Company on the TSX on December
                12, 2006 was $0.81






**Insurance**




The
      Company does not currently have any directors’ and officers’ liability insurance
      or key man insurance.


8





**Performance
      Graph**




The
      following graph compares the yearly percentage change in the cumulative total
      shareholder return over the last five financial years of the common shares
      of
      the Company, assuming a $100 investment in the common shares of the Company
      on
      December 31, 2001, with the TSE 300 Index during such period, assuming dividend
      reinvestment. The TSE 300 Index was replaced by the S&P/TSX Composite Index
      on May 1, 2002. The historical values of the TSE 300 Index and the S&P/TSX
      Composite Index are identical for the period in question (December 31, 2001
      to
      December 31, 2006).




**CUMULATIVE
      VALUE OF A $100 INVESTMENT AS OF DECEMBER 31**

















**DATA**
            **2001**
            **2002**
            **2003**
            **2004**
            **2005**
            **2006**CZN
            100
            124
            776
            353
            500
            506S&P/TSX
            100
            86
            107
            120
            147
            168







**Indebtedness
      of Directors and Executive Officers**




No
      director or executive officer, or associate or affiliate of any such director
      or
      executive officer, is, or at any time, since the beginning of the most recently
      completed financial year of the Company, was indebted to the
      Company.




**INTEREST
      OF INFORMED PERSONS IN MATERIAL TRANSACTIONS**




No
      informed person or proposed director of the Company, or any associate or
      affiliate of any informed person or proposed director, has had a material
      interest, direct or indirect, in any transaction of the Company since the
      commencement of the Company's last fiscal year or in any proposed transaction
      which has materially affected or would materially affect the Company, other
      than
      of payments aggregating $568,169 made to directors and/or corporations
      controlled by directors representing executive compensation and/or management
      consulting fees.




Certain
      directors and/or officers of the Company participated in private placement
      financings of the Company during the most recently completed fiscal
      year.




The
      Company granted stock options to certain directors and/or officers of the
      Company during the most recently completed financial year.




9


**MANAGEMENT
      CONTRACTS**




Except
      as
      otherwise disclosed herein, no management functions of the Company are performed
      to any substantial degree by a person other than the directors or executive
      officers of the Company.




**DISCLOSURE
      OF CORPORATE GOVERNANCE PRACTICES**





The
      following discloses the Company’s corporate governance practices as required by
      National Instrument 58-201.





**Independence
      of Members of Board**





The
      Company’s board of directors currently consists of six directors. Four of the
      directors, Robert Gayton, Dave Nickerson, John MacPherson and Alan Savage,
      being
      a majority, are considered independent of management and of any significant
      shareholder and are considered competent to exercise independent judgment in
      carrying out their responsibilities as directors. None of these have any direct
      or indirect material relationship with the Company or have any relationship
      pursuant to which they may accept directly or indirectly any consulting,
      advisory or other compensatory fees, other than as remuneration for acting
      in
      his capacity as a member of the Board of Directors or any committee thereof.
      Robert Gayton is not and never has been an employee of the Company. Mr. Gayton
      did serve as a part-time interim Chief Financial Officer of the Company prior
      to
      December 2004. John MacPherson served as Chairman of the Company prior to July
      2003 and prior to that time was also an employee of the Company. In the view
      of
      the Company’s Board of Directors, the above described relationships, which have
      terminated, do not reasonably interfere with the exercise of independent
      judgment by Mr. Gayton or Mr. MacPherson. Mr. Gayton is a member of the Audit
      Committee and is considered independent in reliance on the exemption in Section
      3.6 of Multilateral Instrument 52-110. The Chairman of the Board, John F.
      Kearney, is not independent in that he is also President and Chief Executive
      Officer of the Company. Alan B. Taylor is not independent as he is the
      Vice-President Exploration and Chief Operating Officer of the
      Company.





The
      Board
      has not appointed a lead director. The Chairman of each of the Audit Committee
      and the Compensation Committee is an independent director, who provides
      leadership to those committees, and the Chairman of the Board does not sit
      on
      either committee.





**Supervision
      by the Board**





The
      Chief
      Executive Officer and Chief Operating Officer report upon the operations of
      the
      Company directly to the Board on a regular basis. The independent directors
      are
      able to meet at any time they consider necessary without any members of
      management, including non-independent directors, being present. The Audit
      Committee is composed of independent directors who meet with the Company’s
      auditors, and without management in attendance if considered necessary or
      desirable. The independent directors have regular and full access to management
      and are able to meet at any time without the non-independent directors being
      present if considered necessary or desirable.


10





**Participation
      of Directors in Other Reporting Issuers**





The
      participation of the Directors in other reporting issuers is described in the
      following table:





**Name
                of Director**
            **Name
                of Other Reporting Issuer**Robert
                Gayton
            Amerigo
                Resources Limited
              Bravo
                Venture Group
              Doublestar
                Resources Ltd.
              Eaglecrest
                Explorations Ltd.
              Intrinsyc
                Software International, IncNevsun Resources Ltd.
              Northern
                Orion Resources Inc.
              Quaterra
                Resources Inc.
              Rio
                Forturna Exploration Corp.
              Southern
                Silver Exploration Corp.
              Western
                Copper CorporationJohn
                F. Kearney
            Anglesey
                Mining plc
              Avnel
                Gold Mining Limited
              Conquest
                Resources Limited
              Minco
                plc
              Scandinavian
                Minerals Limited
              Sulliden
                Inc.John
                MacPherson
            Tower
                Energy Ltd.Dave
                Nickerson
            Tyhee
                Development Corp.
              International
                X-Chequer Resources Inc.Alan
                C. Savage
            Doublestar
                Resources Ltd.
              Copper
                Ridge Exploration Ltd.Alan
                Taylor
            Sunrise
                Minerals Inc.








**Participation
      of Directors in Board Meetings**





In
      the
      year ended December 31, 2006, nine board meetings were held. The attendance
      record of each director for the board meetings held is as follows:





**Name
                of Director**
            **Number
                of Board Meetings**Robert
                Gayton
            6John
                F. Kearney
            9John
                A. MacPherson
            9Dave
                Nickerson
            9Alan
                C. Savage
            8Alan
                B. Taylor
            8




**Board
      Mandate**




The
      Board
      does not have a written mandate. The mandate of the Board is to supervise the
      management of the business and affairs of the Company. As part of its overall
      stewardship the Board of Directors assumes responsibility for strategic
      planning, identification of the principal risks associated with the Company’s
      business and ensuring appropriate management of these risks and making all
      senior officer appointments, including responsibility for evaluating
      performance, management development and succession planning.





11


**Position
      Descriptions**





The
      Board
      has not developed written position descriptions for the Chair of the Board
      or
      the Chairs of each of the Committees. The Board is of the view that the role
      and
      responsibilities of the Chair and of the Chairs of the respective Committees
      are
      sufficiently specific that no separate written position descriptions would
      be
      helpful.





The
      Company does not have an employment contract, or a written position description,
      in place with its President and Chief Executive Officer. The Chief Executive
      Officer is responsible for the day to day operations of the Company and reports
      directly to the Board of Directors on a regular basis. The Board responds to,
      and if it considers appropriate, approves with such revisions as it may require,
      recommendations which have been brought forward by the Chief Executive Officer.
      In addition to those matters which by law must be approved by the Board, all
      significant activities and actions proposed to be taken by the Company including
      in particular: capital budgets; financing; property acquisitions or
      dispositions; senior appointments and compensation are subject to approval
      by
      the Board of Directors.





**Orientation
      and Continuing Education**




The
      Company does not have a formal orientation or education program for directors.
      New Board members are provided with information respecting the functioning
      of
      the Board of Directors and its Committees. In addition, new directors receive
      copies of Board materials, corporate policies and procedures, and other
      information regarding the business and operations of the Company. Board members
      are expected to keep themselves current with industry trends and developments
      and are encouraged to communicate with management and, where applicable,
      auditors and technical consultants of the Company, and visit the Company’s
      offices on a regular basis. Board members have access to legal counsel to the
      Company in the event of any questions or matters relating to the Board members’
corporate and director responsibilities and to keep themselves current with
      changes in legislation. Board members have full access to the Company’s records
      and general industry information and material of interest is circulated to
      directors on a regular basis.





**Ethical
      Business Conduct**





The
      Board
      assumes responsibility for the Company’s approach to corporate governance
      matters. The Board views good corporate governance and ethical business conduct
      as an integral and essential component to the supervision and management of
      the
      Company and to meet responsibilities to shareholders, employees and other
      stakeholders. The Board has not adopted a written code for directors, officers
      and employees. The Board conducts periodic reviews of the Company’s corporate
      governance practices and procedures in the light of applicable rules and
      guidelines and the current status and stage of development of the
      Company.





Directors
      are expected to adhere to all corporate law requirements in respect of any
      transaction or agreement in which they may have a material interest. It is
      a
      requirement of applicable corporate law that directors who have an interest
      in a
      transaction or agreement with the Company promptly disclose that interest at
      any
      meeting of the Board at which the transaction or agreement will be discussed
      and
      abstain from discussions and voting in respect to same if the interest is
      material. Where appropriate any director having a material conflict of interest
      will be expected to withdraw from the meeting and not participate in the meeting
      where such matter is being considered so that the remaining directors may
      properly exercise independent judgment.





**Nomination
      of Directors**





The
      Board
      has not appointed an independent Nominating Committee. Nominations, if and
      when
      they arise, are generally the result of formal or informal discussions with
      members of the Board or


12


recommendations
      by members of the Board. Nominations to the Board are determined, after
      appropriate review and investigation, by the Board of Directors as a
      whole.





**Compensation**





The
      Board
      has appointed a Compensation Committee which has responsibility for determining
      compensation for the directors and senior management. See “Report on Executive
      Compensation” above.





The
      Compensation Committee is comprised of Robert Gayton and Alan Savage. All
      members of the Compensation Committee are considered independent. Mr. Gayton
      served as part-time acting Chief Financial Officer prior to December 2004.
      The
      Board does not consider that such relationship interferes with Mr. Gayton’s
      ability to function independently on the Compensation Committee. The Committee
      makes recommendations to the Board with regard to the compensation of the
      Company’s directors. The Committee makes recommendations to the Board with
      respect to the compensation of the President and Chief Executive Officer. The
      Compensation Committee meets as requested by the Board or the Chief Executive
      Officer, or as considered desirable by the Committee. The Compensation Committee
      has the authority to retain independent advisors as it may deem necessary or
      appropriate to allow it to discharge its responsibilities. The Compensation
      Committee has not retained a compensation consultant or advisor since the
      beginning of the 2006 financial year.





**Other
      Committees**





The
      Board
      does not have any standing committees other than the Audit Committee and the
      Compensation Committee.





**Assessment**





The
      Board
      of Directors continuously reviews on an ongoing informal basis the effectiveness
      of the Board as a whole and the effectiveness, contribution and performance
      of
      the Board, its committees and individual directors. Each year, when it
      determines the number of directors to be elected at the annual meeting of
      shareholders, the Board considers its appropriate size and composition to
      properly administer the affairs of the Company and to effectively carry out
      the
      duties of the Board, given the Company’s current status and stage of
      development.




**AUDIT
      COMMITTEE DISCLOSURE**




The
      Company's audit committee is governed by a written charter that sets out its
      mandate and responsibilities. A copy of this charter and the disclosure on
      the
      Audit Committee required by National Instrument 52-110 is contained under the
      heading "Audit Committee Information" in the Company's Annual Information Form
      for the year ended December 31, 2006 which may be viewed under the
      Company's profile on SEDAR at www.sedar.com..




13


**EQUITY
      COMPENSATION PLAN INFORMATION**







**Plan
                Category**
            **Number
                of securities to be issued upon exercise of outstanding options,
                warrants
                and rights**
              **(December
                31, 2006)**
              **(a)**
            **Weighted-average
                exercise price of outstanding options, warrants and
                rights**
              **(December
                31, 2006)**
              **(b)**
            **Number
                of securities remaining available for future issuance under equity
                compensation plans (excluding securities reflected in column
                (a))**
              **(December
                31, 2006)**
              **(c)**Equity
                compensation plans approved by securityholders
            4,780,000
            $0.66
            5,979,021Equity
                compensation plans not approved by securityholders
            Nil
            Nil
            NilTotal
            4,780,000
            
            5,979,021







Under
      the
      stock option plan of the Company (the " **Stock
      Option Plan** "),
      options to purchase common shares of the Company may be granted to employees,
      officers and directors of the Company or subsidiaries of the Company and other
      persons or companies engaged to provide ongoing management or consulting
      services ("service providers") for the Company or any entity controlled by
      the
      Company. In determining the number of common shares of the Company subject
      to
      each option granted under the Stock Option Plan, consideration is given to
      the
      present and potential contribution by such person or company to the success
      of
      the Company.




**APPOINTMENT
      OF AUDITORS**




Unless
      such authority is withheld, the persons named in the accompanying proxy intend
      to vote for the re-appointment of Ernst & Young LLP, as auditors of the
      Company for the 2007 fiscal year, and to authorize the directors to fix their
      remuneration. Ellis Foster merged with Ernst & Young LLP in 2005. Ellis
      Foster were first appointed as auditors of the Company in 1991.




**PARTICULARS
      OF OTHER MATTERS TO BE ACTED UPON**




**Re-approval
      of 10% Rolling Stock Option Plan**




The
      Company currently has a 10% rolling stock option plan, approved by shareholders
      in 2004 and implemented in early 2005 (the " **10%
      Rolling Plan** ").
      The
      10% Rolling Plan provides that the number of common shares which may be issued
      pursuant to options granted under the 10% Rolling Plan or otherwise is a maximum
      of 10% of the issued and outstanding common shares at the time of the grant.
      The
      TSX requires the 10% Rolling Plan to be approved and ratified by shareholders
      every three years. Accordingly, the Company is seeking the re-approval of the
      10% Rolling Plan, including amendments to permit the directors of the Company
      from time to time in their absolute discretion to amend, modify and change
      certain provisions of an option or the 10% Rolling Plan without obtaining
      approval of shareholders, as described in item 8 below.




The
      effect of the 10% Rolling Plan is that at any point in time, the Company may
      have stock options outstanding for the purchase of up to 10% of issued capital
      of the Company. Based upon the issued capital of the Company and the number
      of
      outstanding stock options as at May 4, 2007, the Company can issue an additional
      6,534,021 stock options.




There
      are
      currently 4,270,000 stock options issued and outstanding under the Stock Option
      Plan, representing 4.0% of the Company's issued and outstanding share capital
      as
      at May 4, 2007. There were 4,780,000 stock options issued and outstanding under
      the Stock Option Plan, representing 4.4% of the Company issued and outstanding
      share capital as at December 31, 2006.




14


Based
      upon the issued capital of the Company as at December 31, 2006 and the number
      of
      the then outstanding stock options, a further 5,979,021 shares remained
      available for issuance under the Stock Option Plan as at that date. Based upon
      the issued capital of the Company as at May 4, 2007 and the number of currently
      outstanding stock options, a further 6,534,021 shares remained available for
      future issuance under the Stock Option Plan as at that date. Additional stock
      options may be granted as additional shares are issued by the
      Company.




The
      purpose of the 10% Rolling Plan is to attract and motivate directors, officers,
      employees of and service providers to the Company and its subsidiaries
      (collectively the "Optionees") and thereby advance the Company's interests
      by
      affording such persons with an opportunity to acquire an equity interest in
      the
      Company through the stock options. The 10% Rolling Plan authorizes the board
      of
      directors (or compensation committee) to grant stock options to the Optionees
      on
      the following terms:




1.
            The
                number of shares subject to each stock option is determined by the
                board
                of directors (or compensation committee) provided that the 10% Rolling
                Plan, together with all other previously established or proposed
                share
                compensation arrangements, may not result
                in:




(a)
            the
                number of common shares of the Company reserved for issuance pursuant
                to
                stock options granted to insiders exceeding 10% of the outstanding
                issue;




(b)
            the
                issuance, to insiders of the Company of a number of common shares
                of the
                Company exceeding, within a one year period, 10% of the outstanding
                issue;
                or




(c)
            the
                issuance, to any one insider of the Company and such insider’s associates,
                of a number of common shares of the Company exceeding, within a one
                year
                period, 5% of the outstanding issue.




The
      outstanding issue is determined on the basis of the number of common shares
      of
      the Company outstanding immediately prior to any share issuance, excluding
      shares issued pursuant to share compensation arrangements over the preceding
      one-year period.




2.
            The
                maximum number of common shares of the Company which may be issued
                pursuant to stock options granted under the 10% Rolling Plan, unless
                otherwise approved by shareholders, is 10% of the issued and outstanding
                common shares at the time of the grant. Any increase in the issued
                and
                outstanding common shares will result in an increase in the available
                number of common shares issuable under the 10% Rolling Stock Option
                Plan,
                and any exercises of stock options will make new grants available
                under
                the plan.




3.  The
      10%
      Rolling Plan must be approved and ratified by shareholders every three
      years.




4.
            The
                exercise price of an option may not be set at less than the closing
                price
                of the common shares of the Company on the TSX on the trading day
                immediately preceding the date of grant of the
                option.




5.
            The
                options may be exercisable for a period of up to ten years, such
                period
                and any vesting schedule to be determined by the board of directors
                (or
                compensation committee) of the Company, and are non-assignable, except
                in
                certain circumstances.




6.
            The
                options can be exercised by the Optionee as long as the Optionee
                is a
                director, officer, employee or service provider to the Company or
                its
                subsidiaries or within a period of not more than 90 days after ceasing
                to
                be a director, officer, employee or service provider (or such longer
                period as may be approved by the board of directors of the Company
                and, if
                required, the TSX) or, if the Optionee dies, within one year from
                the date
                of the Optionee's death.




7.
            On
                the receipt of a takeover bid or change of control, any unvested
                options
                shall be immediately exercisable.




15







8.
            The
                Directors may from time to time in the absolute discretion of the
                Directors amend, modify and change the provisions of an option or
                the 10%
                Rolling Plan without obtaining approval of shareholders to:




(a)  make
      amendments of a "housekeeping” nature;




(b)  change
      vesting provisions;




(c)
            change
                termination provisions for an insider provided that the expiry date
                does
                not extend beyond the original expiry date;




(d)
            change
                termination provisions which does extend beyond the original expiry
                date
                for an optionee who is not an
                insider;




(e)  reduce
      the exercise price of an option for an optionee who is not an
      insider;




(f)
            implement
                a cashless exercise feature, payable in cash or securities, provided
                that
                such feature provides for a full deduction of the number of shares
                from
                the number of shares reserved under the 10% Rolling Plan;
                and




(g)  make
      any
      other amendments of a non-material nature which are approved by the
      TSX.




All
      other
      amendments will require approval of shareholders and the TSX.




A
      copy of
      the 10% Rolling Plan is available for viewing up to the date of the Meeting
      at
      the Company's offices at Suite 1710, 650 West Georgia Street, Vancouver, British
      Columbia, and at the Meeting.




The
      approval of the 10% Rolling Stock Option Plan requires the affirmative vote
      of
      the holders of a majority of the issued and outstanding common shares of the
      Company entitled to vote and represented in person or by proxy at the Meeting
      other than the votes attaching to common shares beneficially owned by insiders
      to whom stock options may be issued pursuant to the 10% Rolling Stock Option
      Plan and their associates. Such persons currently hold, directly or indirectly,
      or exercise control or direction over approximately 822,409 common shares (less
      than one percent of the currently issued and outstanding common
      shares).




Shareholders
      will be asked at the Meeting to consider, and if thought fit, approve with
      or
      without variation, the ordinary resolution in the form set forth
      below:




"RESOLVED,
      as an ordinary resolution, that the 10% rolling stock option plan of the Company
      pursuant to which the aggregate number of common shares of the Company which
      may
      be issued to directors, officers, employees and service providers of the Company
      and its subsidiaries may not exceed 10% of the issued and outstanding common
      shares at the time of the grant, as described in the information circular of
      the
      Company, be and is hereby authorized and re-approved, all unallocated stock
      options issuable pursuant to the 10% rolling stock option plan of the Company
      be
      and are hereby approved and authorized for issuance until the date that is
      three
      years from the date of this annual general meeting, and any one director or
      officer of the Company be and is hereby authorized and directed to effect the
      foregoing."




If
      approved by shareholders of the Company, the 10% Rolling Stock Option Plan
      will
      take effect upon approval by the TSX.




16


Previously
      issued stock options of the Company will continue unaffected whether or not
      the
      foregoing resolution is approved by the shareholders of the Company. If the
      foregoing resolution is not approved by the shareholders of the Company,
      previously issued stock options of the Company that are cancelled or exercised
      will not become available for re-allocation.




**The
      directors of the Company believe the passing of the foregoing ordinary
      resolution is in the best interests of the Company and recommend that
      shareholders of the Company vote in favour of the
      resolution.**




**The
      persons named as proxies in the enclosed form of proxy intend to cast the votes
      represented by proxy in favour of the foregoing resolution unless the holder
      of
      common shares who has given such proxy has directed that the votes be otherwise
      cast.**




**ADDITIONAL
      INFORMATION**




Additional
      information relating to the Company is available under the Company's profile
      on
      SEDAR at **www.sedar.com** and on
      the Company's website at **www.canadianzinc.com** .
      Financial information is provided in the Company’s Financial Statements and MD
& A for the year ended December 31, 2006.




Shareholders
      may request copies of the Company’s Financial Statements, MD & A and Annual
      Information Form by contacting the Company at:




Suite
      1710, 650 West Georgia Street


Vancouver,
      BC V6B 4N9


Tel:
      (604) 688-2001 Fax: (604) 688-2043


Email:
      invest@canadianzinc.com




*  *  *  *  *  *  *  *


**OTHER
      MATTERS**




Management
      of the Company is not aware of any other matter to come before the Meeting
      other
      than as set forth in the notice of Meeting. If any other matter properly comes
      before the Meeting, it is the intention of the persons named in the enclosed
      form of proxy to vote the shares represented thereby in accordance with their
      best judgment on such matter.




The
      contents and sending of this Information Circular have been approved by the
      directors of the Company.




DATED
      at
      Vancouver, British Columbia as of the 11th **** day
      of
      May, 2007.




**BY
      ORDER OF THE BOARD OF DIRECTORS**




*(Signed)*


John
      F.
      Kearney


Chairman