Suite
1710, 650 West Georgia Street


Vancouver,
British Columbia  V6B 4N9








NOTICE OF MEETING





AND





INFORMATION
CIRCULAR














For




Annual
General Meeting of Shareholders


To be
Held on


Tuesday,
June 16, 2009


at


30th Floor,
650 West Georgia Street


Vancouver,
British Columbia  V6B 4N9


1


CANADIAN
ZINC CORPORATION


NOTICE
OF MEETING




Suite
1710, 650 West Georgia Street


Vancouver,
British Columbia  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
30thFloor, 650 West Georgia
Street, Vancouver,
British Columbia on Tuesday, June 16, 2009, 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,
2008;




2.
            To
      determine the number of directors at five
(5);




3.
            To
      elect directors for the ensuing
year;




4.
            To
      appoint Ernst & Young LLP as the auditors for the ensuing year and to
      authorize the directors to fix the remuneration to be paid to the
      auditors; and




5.
            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 12, 2009 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
this12th day of
May, 2009




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.


2


CANADIAN
ZINC CORPORATION


Suite
1710, 650 West Georgia Street


Vancouver,
BC  V6B 4N9





INFORMATION
CIRCULAR





(As at
May 12, 2009 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 16, 2009 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 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 in favour of all other
matters proposed by management at the Meeting.




3


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.




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, 9th 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 CDS Clearing and
Depository Services Inc. (“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 Computershareas 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.




4


(c)
            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 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 NOBOs 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  NOBOs 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, no person who
has been a director or executive officer of the Company since the beginning of
the Company's last financial year,  no proposed nominee of management
for election as a director of the Company and no 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 and the appointment of
auditors.




VOTING
SECURITIES AND PRINCIPAL HOLDERS THEREOF




The
Company is authorized to issue an unlimited number of  common shares without par value, of which as at
May 12, 2009 (the record date for the Meeting), 118,900,563 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 12, 2009 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, controls or
directs, directly or indirectly, shares carrying more than 10% of the voting
rights attached to the common shares of the Company, except as disclosed in the
table below:




Name
      of Owner
            Number
      of Common Shares
            PercentageSprott
      Asset Management Inc.(1)
            17,837,833(1)
            15%


(1) Based
upon information contained in the most recent Schedule 13G/A form filed with the
United States Securities and Exchange Commission dated February 14, 2009 as
filed on IDEA (formerly EDGAR), adjusted for warrants which have not been
exercised.







5


ELECTION
OF DIRECTORS




At the
meeting, shareholders will be asked to elect five (5) directors proposed by
management (the “Proposed
Directors”).  The following table provides the names of the
directors proposed by management and information concerning them, as furnished
by the individual Proposed Directors.  The specified persons in the
enclosed form of proxy intend to vote for the election of the Proposed
Directors. Management does not contemplate that any of the Proposed Directors
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.





Name,
      Jurisdiction of Residence and Position Held with the
    Company
            Principal
      Occupation During Preceding
              Five
      Years
            Date
      First Became Director of the Company
            Common
      Shares  beneficially owned, controlled or directed, directly or
      indirectly(1)Brian
      A. Atkins
              British
      Columbia, Canada
              Director
            Chartered
      Accountant; Partner at KPMG LLP, Chartered Accountants, from 1978 to 2005;
      Director of North Shore Credit Union; Member of Independent Review
      Committee of Inhance Investment Management Inc.
            June
      2008
            NilJohn
      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 Labrador Iron Mines Limited since May 2007;
      Chairman of Conquest Resources Limited since 2001; Chairman of Anglesey
      Mining plc since 1994
            November
      2001
            1,923,909
      common sharesJohn
      A. MacPherson
              British
      Columbia, Canada
              Director
            Director
      and Chairman of Tower Energy Ltd. until 2007; Private
      Businessman.
            May
      1999
            NilDave
      Nickerson
              Northwest
      Territories, Canada
              Director
            Professional
      Engineer, Mining consultant, Director, Tyhee Development Corp.; previously
      Chairman of Northwest Territories Water Board; Member of Parliament,
      Member of NWT Legislative Assembly; Government Minister
            March
      2004
            17,500
      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.
            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 McCarthy Corporation plc
      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.






IF ANY OF
THE ABOVE PROPOSED DIRECTORS IS FOR ANY REASON UNAVAILABLE TO SERVE AS A
DIRECTOR, PROXIES IN FAVOUR OF MANAGEMENT WILL BE VOTED FOR ANOTHER PROPOSED
DIRECTOR 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.




6


EXECUTIVE
COMPENSATION




Compensation
Committee




In 2008,
the Compensation Committee of the Board (the “Committee”) consisted of John
MacPherson, and Alan Savage (both considered independent
directors).  Alan Savage resigned from the Board on January 29,
2009.  Following the resignation of Alan Savage, the Board considered
that it would be appropriate to revisit the membership of the Committee
following the re-election of directors at the next Annual General Meeting of the
Company.




The
Compensation Committee of the Board (the “Committee”) has, among others, the
following responsibilities:




-
            Review
      and make recommendations to the Board regarding the Company’s compensation
      plans, including with respect to incentive-compensation plans and
      equity-based plans, policies and
programs.




-
            Review
      the level and form of Director’s compensation and recommend changes to the
      Board for consideration and
approval.




-
            Review
      and monitor the Company’s employee and management compensation and benefit
      plans and policies, provide oversight of any employee benefit plan, and
      review and approve the compensation of the Company’s executive
      officers.




-
            Annually
      review and approve corporate goals and objectives relevant to Chief
      Executive Officer (“CEO”) compensation, evaluate the CEO’s performance in
      light of those goals and objectives and establish the individual elements
      of the CEO’s total compensation based on this
  evaluation.




-
            Review
      and make recommendations to the Board with regard to grants and/or awards
      of restricted stock, stock options and other forms of equity-based
      compensation under the Company’s stock option, incentive-compensation and
      equity-based plans (as applicable).




-
            Review
      and make recommendations for the Board, when and if appropriate, of
      employment agreements, severance agreements and change in control
      provisions / agreements for the CEO and other executive
      officers.




The
Committee relies on the knowledge and experience of its members and
recommendations from senior management in reviewing appropriate levels of
compensation for senior officers and the implementation of, or amendment to, any
other aspects of compensation that the Committee may review from time to
time.  Neither the Company nor the Committee currently has any
contractual arrangement with any compensation consultant.




Compensation
Discussion and Analysis




Objectives of Executive
Compensation




The
Company is primarily engaged in the exploration, development and re-permitting
of its Prairie Creek property located in the Northwest Territories,
Canada.  The Company is considered to be in the exploration and
development stage given that its Prairie Creek property is not in production
and, to date, has not earned any significant revenues.  Accordingly,
the Company is reliant upon funding from capital raising
activities.  As a result, the Board of Directors has to consider the
financial situation of the Company in a wider context involving the ongoing
status of the Prairie Creek project, when setting its executive compensation
levels.




The
general compensation philosophy of the Company for executive officers, including
for the CEO, 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 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.




7


Structure of Executive
Compensation




The
Company does not have a formal compensation plan in place for its Executive
Officers.  The Company is in the exploration and development stage and
does not generate revenues from operations.  Accordingly, the use of
traditional performance standards, such as corporate profitability, is not
considered by the Committee to be appropriate in the evaluation of corporate or
executive performance.




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.




While the
Company does not actively benchmark its compensation programs for executive
officers, and the individual components thereof, it does review the compensation
practices of comparable companies to ensure the compensation that it is paying
its executive officers is competitive.  This has primarily been done
through the use of externally prepared “Compensation Reports, ” which are
available through certain consulting firms.  These reports typically
include information for larger mining companies but do assist the Committee and
the Company in determining approximately what salary levels and other benefits
are in place across the industry.




Base
Salary




The
Company provides executive officers with base salaries which represent their
minimum compensation for services rendered during the fiscal
year.  Salary levels are based upon the executive’s experience,
responsibilities, performance and time commitment.  Base salaries are
reviewed annually by the Committee.




Stock
Options




The grant
of stock options to purchase common shares of the Company, pursuant to the
Company’s Stock Option Plan is an integral component of executive officer
compensation packages.  The Company's stock option plan is
administered by the board of directors of the Company, with option grants being
recommended by the Committee to the Board.  The stock option plan is
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.




Other
incentives




The
Company does not have a formal annual incentive bonus plan in
place.  Any award of a bonus to executive officers is entirely at the
discretion of the Board of Directors based upon recommendation by the
Committee.  In considering the payment of a discretionary bonus to
executive officers, the Committee takes into account the individual performance
and efforts of the executive during the year, the progress made by the Company
in furthering its business plan and the overall economic climate.




The
Company has a health benefit plan that is available to all full-time
employees.  The benefit plan is designed to protect employees’ health
and that of their dependents, and cover them in the event of disability or
death.




Perquisites
and personal benefits provided to executive officers reflect competitive
practices and particular business needs.  They are not considered a
material component of the executive compensation program.




8


Defined Benefit or Actuarial
Plan




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




Summary Compensation
Table




The
following table (presented in accordance with National Instrument 51-102F6) sets
out total compensation for the year ended December 31, 2008 in respect of John
F. Kearney, the CEO of the Company, Alan Taylor, the Chief Operating Officer
(“COO”) of the Company and Martin Rip, the Chief Financial Officer (“CFO”) of
the Company (the “Named
Executive Officers”).




Name
              And
              Principal
              Position
            Year
            Salary
              ($)
            Share-based
      awards
              ($)
            Option-based
      awards
              ($)
            Non-equity
      incentive plan compensation
              ($)
            Pension
      value
              ($)
            All other compensation
      (2)
              ($)
            Total
      Compensation
              ($)Annual
      incentive plans
            Long-term
      incentive plansJohn
      F. Kearney
              Chairman,
      President and CEO  (1)
            2008
            155,000
      (2)
            Nil
            Nil
            Nil
            Nil
            Nil
            Nil
            155,000Alan
      B. Taylor
              COO  (1)
            2008
            168,000
            Nil
            Nil
            Nil
            Nil
            Nil
            Nil
            168,000Martin
      Rip
              CFO
            2008
            144,000
            Nil
            Nil
            Nil
            Nil
            Nil
            Nil
            144,000





(1)
            John
      Kearney and Alan Taylor are directors of the Company but were not
      compensated for services in this
capacity.


(2)
            $30,000
      of the total salary was paid to a private company controlled by John
      Kearney.


(3)
            Perquisites
      have not been included, as they do not exceed 10% of total salary for the
      financial year ended December 31,
2008.




9


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, 2003, with the S&P/TSX Composite Index during such period,
assuming dividend reinvestment.




CUMULATIVE
VALUE OF A $100 INVESTMENT AS OF DECEMBER 31







DATA
            2003
            2004
            2005
            2006
            2007
            2008CZN
            100
            45
            64
            65
            57
            14S&P/TSX
            100
            112
            137
            157
            168
            109







The
Company has seen a recent decline in its share price which reflects the current
market conditions and, in particular, pricing for junior mineral exploration and
development companies.  While the Company believes it made significant
progress in 2008 with regards to, among others, permitting, the chart does
reflect the current economic climate.  The Company responded to the
current global situation by cutting back certain activities in order to preserve
cash, and determined that it would not be appropriate, for example, to pay any
management bonuses for the year ended December 31, 2008.




10


Incentive
plan awards




The
following table shows all awards outstanding to each Named Executive Officer as
at December 31, 2008.





Option-based
      Awards
            Share-based
      AwardsName
            Number
      of securities underlying unexercised options
              (#)
            Option
      exercise price
              ($)
            Option
      expiration date
            Value
      of unexercised in-the-money options
              ($)
            Number
      of shares or units of shares that have not vested
              (#)
            Market
      or payout value of share-based awards that have not vested
              ($)John
      F. Kearney
            1,000,000
              200,000
            0.60
              0.90
            Jan
      14, 2010
              Dec
      13, 2011
            Nil
              Nil
            N/a
            N/aAlan
      B. Taylor
            700,000
              200,000
            0.60
              0.90
            Jan
      14, 2010
              Dec
      13, 2011
            Nil
              Nil
            N/a
            N/aMartin
      Rip
            300,000
            0.94
            Oct
      15, 2012
            Nil
            N/a
            N/a




Incentive
plan awards – value vested or earned during the year




The
following table shows all awards outstanding to each Named Executive Officers as
at December 31, 2008.





Name
            Option-based
      awards – Value vested during the year
              ($)
            Share-based
      awards – Value vested during the year
              ($)
            Non-equity
      incentive plan compensation – Value earned during the year
              ($)John
      F. Kearney  (1)
            Nil
            N/a
            NilAlan
      B. Taylor  (1)
            Nil
            N/a
            NilMartin
      Rip  (2)
            Nil
            N/a
            Nil





(1)
            No
      awards vested for John Kearney or Alan Taylor during the year ended
      December 31, 2008.


(2)
            Options
      that vested for Martin Rip during the year ended December 31, 2008 were
      all “out-of-the-money” on the vesting date and throughout the
      year.




Stock
Option Plan




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.




Following
amendments made by the Toronto Stock Exchange to its Company Manual effective
January 1, 2005, the Company implemented amendments to its Stock Option Plan to
change the maximum number of common shares which may be made subject to option
from time to time from a fixed number to a rolling maximum of 10% of the
Company's issued and outstanding share capital at the time of
grant.




11


Pension
Plan Benefits




The
Company does not provide any form of group pension plan benefits to employees,
officers or directors.




Termination
and Change of Control Benefits




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.




The
Company entered into an Employment Agreement dated effective October 15, 2007
(the “Rip Agreement”) with Mr. Martin Rip for his continuing services as an
officer of the Company commencing on October 15, 2007 in consideration of an
annual salary of $144,000.  Certain provisions in the Rip Agreement
deal with events around termination of employment and change in responsibilities
following a change of control.  Should Mr. Rip’s employment with the
Company be terminated without cause prior to October 15, 2011, Mr. Rip is
entitled to receive six months termination pay at his then current
salary.  If his employment is terminated without cause on or after
October 15, 2011 this amount increases to one year of termination
pay.  In the event of a change of control and subsequent termination
or constructive dismissal within 12 months of the change of control, Mr. Rip is
entitled to receive, in addition to termination pay, a further amount equal to
six months of his then current annual salary.




A summary of the
potential payments to Mr. Rip, based on his current salary, are illustrated
below:





Termination without cause prior to
October 15, 2011 - $72,000.


Termination without cause following a
change of control prior to October 15, 2011 - $144,000.





Termination without cause subsequent to
October 14, 2011 - $144,000.


Termination without cause following a
change of control subsequent to October 15, 2011 - $216,000.




Director
Compensation




The
following table shows director compensation for each director, other than
directors that are also Named Executive Officers, for the year ended December
31, 2008.





Name
            Fees
      earned
              ($)
            Share-based
      awards
              ($)
            Option-based
      awards
              (4)
              ($)
            Non-equity
      incentive plan compensation
              ($)
            Pension
      value
              ($)
            All
      other compensation
              ($)
            Total
              ($)Brian
      A. Atkins (1)
            10,397
            N/a
            Nil
            Nil
            N/a
            Nil
            10,397Robert
      Gayton (2)
            10,500
            N/a
            Nil
            Nil
            N/a
            Nil
            10,500John
      MacPherson
            16,500
            N/a
            Nil
            Nil
            N/a
            Nil
            16,500Dave
      Nickerson
            18,500
            N/a
            Nil
            Nil
            N/a
            Nil
            18,500Alan
      Savage (3)
            18,500
            N/a
            Nil
            Nil
            N/a
            Nil
            18,500





(1)
            Mr.
      Atkins was appointed as a director of the Company on June 17,
      2008.


(2)
            Mr.
      Gayton served as a director of the Company until June 17,
      2008.


(3)
            Mr.
      Savage resigned from the board on January 29, 2009, subsequent to the year
      reported in the table above.


(4)
            No
      stock options were granted to directors during the year ended December 31,
      2008.




The
Company pays each director, other than directors that are also executive
officers, an annual fee of $10,000 (payable quarterly and pro-rated for partial
months served) plus $500 for each meeting or committee meeting




12


attended.  The
Chair of a committee (i.e. audit or compensation committee) receives an
additional $500 per meeting attended.  An aggregate of $74,397 was
paid to directors for their services as directors during 2008.




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.  There were no
such arrangements in 2008.




Share-based
awards, option-based awards and non-equity incentive plan
compensation




The
following table shows all option-based and share-based awards outstanding to
each director, other than those that are also Named Executive Officers, as at
December 31, 2008.





Option-based
      Awards
            Share-based
      AwardsName
            Number
      of securities underlying unexercised options
              (#)
            Option
      exercise price
              ($)
            Option
      expiration date
            Value
      of unexercised in-the-money options
              ($)
            Number
      of shares or units of shares that have not vested
              (#)
            Market
      or payout value of share-based awards that have not vested
              ($)Brian
      A. Atkins
            Nil
            N/a
            N/a
            N/a
            N/a
            N/aJohn
      MacPherson
            400,000
              200,000
            0.60
              0.90
            Jan
      14, 2010
              Dec
      13, 2011
            Nil
              Nil
            N/a
            N/aDave
      Nickerson
            300,000
              200,000
            0.60
              0.90
            Jan
      14, 2010
              Dec
      13, 2011
            Nil
              Nil
            N/a
            N/aAlan
      Savage (1)
            200,000
            0.90
            Dec
      13, 2011
            Nil
            N/a
            N/a





(1)
            Options
      granted to Mr. Savage expired unexercised on April 29, 2009 following his
      resignation as a director on January 29,
2009.




Incentive
plan awards – value vested or earned during the year




The
following table shows all incentive plan awards values vested or earned for each
director, other than those that are Named Executive Officers, during the year
ended December 31, 2008.





Name
            Option-based
      awards – Value vested during the year
              ($)
            Share-based
      awards – Value vested during the year
              ($)
            Non-equity
      incentive plan compensation – Value earned during the year
              ($)Brian
      A. Atkins (1)
            N/a
            N/a
            N/aJohn
      MacPherson (2)
            Nil
            N/a
            NilDave
      Nickerson (2)
            Nil
            N/a
            NilAlan
      Savage (2)
            Nil
            N/a
            Nil





(1)
            No
      awards were granted (or vested) to Mr. Atkins during the year ended
      December 31, 2008.


(2)
            No
      awards vested during the year ended December 31,
  2008.




The
Company has no plans other than the Company's stock option plan 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 plan.  During the
financial year ended December 31, 2008, no stock options were granted to
directors of the Company.


13


INDEBTEDNESS
OF DIRECTORS AND EXECUTIVE OFFICERS


No
director or executive officer, proposed management nominee for election as a
director of the Company 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 or guaranteed or
supported by the Company.




DIRECTORS’
AND OFFICERS’ LIABILITY INSURANCE




Section
21 of the Articles of the Company provides for mandatory indemnification of
directors and former directors against all costs, charges and expenses in
respect of any proceeding to which they are made a party by reason of being a
director or officer of the Company, subject any limitations contained in the
Articles and in the Business
Corporations Act(British Columbia).




The
Company maintains insurance for the benefit of the Company’s directors and
officers against liability incurred by them in their capacity as directors and
officers.  The policy provides coverage in respect of a maximum total
liability of $5 million, subject to a deductible of $25,000 per event (or
$75,000 deductible for U.S. Securities Claim).  The premium for 2008
was $24,000.  The policy was renewed in 2009 for a premium of
$22,000.  The policy contains standard industry exclusions and no
claims have been made to date.




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.




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 58-101.





Independence
of Members of Board





The
Company’s board of directors currently consists of five
directors.  Three of the directors, Brian Atkins, Dave Nickerson and
John MacPherson, 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 directors 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.





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.





Until
January 29, 2009, Alan Savage acted as lead director.  No lead
director has been appointed since his resignation from the
Board.  However, three of the five board members of the Company are
independent and this is considered sufficient at the current time to enable the
Board to carry out its duties and responsibilities.


14


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.





Management
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.




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 IssuerJohn
      F. Kearney
            Anglesey
      Mining plc
              Avnel
      Gold Mining Limited
              Blackwater
      Capital Corp.
              Conquest
      Resources Limited
              Labrador
      Iron Mines Holdings Limited
              Minco
      plc
              Sulliden
      Exploration Inc.
              Xtierra
      Inc.Dave
      Nickerson
            Tyhee
      Development Corp.





Participation
of Directors in Board Meetings





In the
year ended December 31, 2008, thirteen board meetings were held.  In
addition, there were four meetings of the audit committee, one of the
compensation committee and three of the Health & Safety
Committee.  The attendance record of each director for the board and
applicable committee meetings held is as follows:





Name
      of Director
            Board
      Meetings Attended
            Committee
      Meetings AttendedBrian
      Atkins
            6
      of 7
            2
      of 2Robert
      Gayton
            4
      of 6
            2
      of 2John
      F. Kearney
            13
      of 13
            N/aJohn
      A. MacPherson
            12
      of 13
            1
      of 1Dave
      Nickerson
            11
      of 13
            7
      of 7Alan
      C. Savage
            10
      of 13
            4
      of 5Alan
      B. Taylor
            13
      of 13
            3
      of 3




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.





15


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, 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 adopted a written code for directors, officers and employees – a copy of
this Code can be found on the Company’s website at www.canadianzinc.com.  The
Code is intended to define the ethical and regulatory standards applicable to
all directors, officers and employees (including contractors) of the Company,
and their family members, and provides guidance as to the following matters
(being a summary and not exhaustive list): Honest and ethical conduct; avoidance
of conflicts of interest, whether actual or potential; full, fair, accurate,
timely and understandable disclosures; compliance with legislation and
regulations; prompt internal disclosure of any violation of the Code; and
accountability for any failure to respect the Code.





The Code
is not considered a comprehensive guide to all the Company’s policies or to
individuals’ responsibilities under applicable laws and
regulations.  The Code is intended to provide general parameters and
expectations of the Company and is provided to all directors, officers,
employees and key contractors when they commence their services with the
Company.





The Board
requires an annual review of the Code, conducted by the CFO.  This
review consists of interviews and queries within the Company, the results of
which are then reported by the CFO at a full meeting of the Board of
Directors.  The form of the review is intended to determine whether
there are any violations of the Code that have not been previously reported and
also to ensure that the Code has been understood by


16


recipients.  Should
any matters come to the attention of the Company during this review, or at any
other time, they are discussed by the Board.





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 recommendations by members of the
Board.  Nominations to the Board are determined, after appropriate
review and investigation, by the Board of Directors, of which a majority are
independent 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 the
“Executive Compensation -- Compensation Committee” section above.





During
2008, the Compensation Committee was comprised of John MacPherson and Alan
Savage.  On January 29, 2009, Alan Savage resigned from the Board of
Directors.  The Board determined that, as the Compensation Committee
has already provided input to year end matters during November and December
2008, it would seek to revisit the membership of the Compensation Committee at
the board meeting to be held immediately following the upcoming annual general
meeting of shareholders of the Company.





All
members of the Compensation Committee are considered independent.  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, except that a recruitment consultant was retained to assist
in the search for a Chief Financial Officer during 2007.





Other
Committees





In
addition to the Audit Committee and the Compensation Committee, the Board also
has a Health & Safety Committee comprised of Alan Taylor, Dave Nickerson and
the Prairie Creek Site Managers.





17


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, 2008 which may be
viewed under the Company's profile on SEDAR at www.sedar.com.




EQUITY
COMPENSATION PLAN INFORMATION





The
following table sets out certain details as at December 31, 2008 with respect to
compensation plans pursuant to which equity securities of the Company are
authorized for issuance:





Plan
      Category
            Number
      of securities to be issued upon exercise of outstanding options, warrants
      and rights
              (a)
            Weighted-average
      exercise price of outstanding options, warrants and rights
              (b)
            Number
      of securities remaining available for future issuance under equity
      compensation plans (excluding securities reflected in column
      (a))
              (c)Equity
      compensation plans approved by securityholders
            4,205,000
            $0.73
            7,691,906Equity
      compensation plans not approved by securityholders
            Nil
            Nil
            NilTotal
            4,205,000
            
            7,691,906





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.





The
Company currently has a 10% rolling stock option plan, approved by shareholders
in 2007 (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.





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 at May 12, 2009, the Company can issue an
additional 5,150,056 stock options.


18


There
were 4,205,000 stock options issued and outstanding under the Stock Option Plan,
representing 3.53% of the Company’s issued and outstanding share capital as at
December 31, 2008.  Subsequent to December 31, 2008, a further
2,905,000 stock options were granted.





The
purpose of the 10% Rolling Plan is to attract and motivate directors, officers,
employees of and service providers to the Company (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 Plan, and
      any exercises of stock options will make new grants available under the
      Stock Option 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 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.





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;


19


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 not 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.








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 2009 fiscal year, and to authorize the directors to fix their
remuneration.




PARTICULARS
OF OTHER MATTERS TO BE ACTED UPON




There are
no other matters to be acted upon.




INTEREST
OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON




Except as
set out herein, no person who has been a Director or executive officer of the
Company at any time since the beginning of the Company’s last financial year, no
proposed nominee of management of the Company for election as a Director of the
Company and no associate or affiliate of the foregoing persons, has any material
interest, direct or indirect, by way of beneficial ownership or otherwise, in
matters to be acted upon at the Meeting other than the election of Directors or
the appointment of auditors.




NORMAL
COURSE ISSUER BID




The
Company conducted a normal course issuer bid (the “Bid”) from May 13, 2008 to
May 12, 2009.  During this one year period, the Company acquired
1,784,500 common shares under the Bid for a total cost of
$390,000.  All shares purchased under the Company’s normal course
issuer were cancelled and returned to treasury as soon as practical after the
purchase date.  No insiders of the Company participated in the
Bid.




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 Management’s
Discussion and Analysis (“MD&A”) for the year ended December 31,
2008.




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 12th day of
May, 2009.




BY
ORDER OF THE BOARD OF DIRECTORS




(Signed)


John F.
Kearney


Chairman




20