CANADIAN
ZINC CORPORATION




CODE
OF BUSINESS CONDUCT AND ETHICS






1.           Purpose
of the Code






This Code
of Business Conduct and Ethics ("Code") is intended to define
the ethical and regulatory standards applicable to all directors, officer and
employees (including contractors) and their family members (the "Representatives") of Canadian
Zinc Corporation and its subsidiaries and affiliates (together, the "Company"), to
promote:






·
            honest
      and ethical conduct;






·
            avoidance
      of conflicts of interest, whether actual or
  potential;






·
            full,
      fair, accurate, timely and understandable disclosure in financial
      statements, reports and documents that the Company files with, or submits
      to, shareholders and securities regulators, as well as in other public
      communications made by the Company;






·
            compliance
      with various legislation and regulations applicable to the
      Company;






·
            prompt
      internal disclosure of any violation of the Code;
  and






·
            accountability
      for any failure to respect the
Code.






The Code
is not a comprehensive guide to all of the Company's policies or to all of the
Representatives responsibilities under applicable laws and regulations governing
the Company and its operations.






The Code
is intended to provide general parameters and expectations of the Company with
respect to the conduct of the Company's Representatives.  Violations
of law or of the Company's policies, including this Code may lead to
disciplinary action, including, but not limited to, dismissal and possible legal
prosecution.






2.           Honest
and Ethical Conduct






Representatives
are vested with both the responsibility and authority to protect, balance, and
preserve the interests of all of the Company’s stakeholders, including
shareholders, clients, employees and suppliers. Representatives fulfill this
responsibility by prescribing and enforcing (in the case of senior officers) and
abiding by the policies and procedures of the Company and by exhibiting and
promoting the highest standards of honest and ethical conduct.




In this
regard, Representatives shall:






·
            ensure
      they are familiar with and abide by the Company's corporate policies,
      including but not limited to the Company's Corporate Disclosure Policy,
      Whistleblower Policy and Insider Trading
Policy;


















·
            comply
      with all applicable laws, rules and
regulations;






·
            deal
      fairly with the Company's security holders, customers, suppliers,
      competitors and employees;






·
            not
      use corporate assets or their position to obtain advantage for themselves,
      family members or associates, or otherwise abuse their
      authority;






·
            refrain
      from engaging in conduct that would discredit and/or compromise the
      integrity and reputation of the Company, including: neglect of duty,
      deceit, breach of confidence, corrupt or other unlawful practices, abuse
      of authority;






·
            keep
      confidential all previously undisclosed information regarding the Company
      and its subsidiaries' business, assets and
  operations;






·
            serve
      loyally, without self-interest, and free from conflicts with other
      commitments; and






·
            avoid
      any conflict of interest with respect to their fiduciary responsibilities
      and disclose actual and potential conflicts of interest in accordance with
      this Code.






3.           Precautions,
Rules and Obligations in Case of Conflicts of Interest






Generally,
a Representative must not place himself in a situation of conflict of interest,
whether actual or potential, and must not take into consideration, in the
performance of his functions, interests that are not exclusively the best
interests of the Company.  In circumstances where a Representative has
a conflict of interest or becomes aware of a potential conflict of interest, the
Representative shall report the conflict or potential conflict to the executive
officer to whom that person reports in the course of his employment
responsibilities, or, in the case of a senior executive officer, to the Chairman
of the Board of Directors and Chair of the Audit Committee (the “Ethics
Representatives”) and fully inform such person or the Ethics Representatives, as
applicable, of the facts and circumstances related to the conflict or potential
conflict.  The Representative shall not take any further action in
respect of the matter or transaction giving rise to such conflict or potential
conflict unless and until he is authorized to do so by his reporting officer, or
the Ethics Representatives, as applicable.






The
following are examples of relationships, interests, or circumstances that may
rise to a conflict or perceived conflict of interest.  These are
provided for guidance only and are not exhaustive, nor are they determinative
that a conflict exists.  Every matter or transaction should be
considered in the context of the general rule and the specific transaction or
matter:






·
            employment
      by or service to (e.g. as a consultant or director) a competitor,
      customer, supplier or person with whom the Company conducts
      business;






·
            having,
      directly or indirectly, a significant financial interest in any entity
      that does business, seeks to do business or competes with the
      Company;






·
            a
      relationship with persons working for any external auditor of the Company,
      or any of its subsidiaries, other than relationships directly and
      exclusively related to the performance of the external audit
      mandates;






·
            accepting
      gifts, favours, loans (other than borrowing on commercial terms from
      entities that are in the business of lending) or preferential treatment
      from any person that does business, seeks to do business or competes with
      the Company unless consistent with the policy described under Dealing with Suppliers and
      Gifts below;






·
            an
      interest pursuant to which the Representative or an associate of the
      Representative is likely to derive a profit from a transaction concluded
      or planned by the Company with a third party, other than in his capacity
      as a shareholder of the Company;






·
            conducting
      business on behalf of the Company with immediate family members or an
      entity in which an employee or his/her immediate family members or friends
      have a significant financial interest;
and






·
            taking
      personal advantage of opportunities that are presented to or discovered by
      an employee, director or officer as a result of his/her position with the
      Company or through the use of the property or information of the
      Company.






For the
purpose of this code, conflict of interest means every situation in which a
Representative could be inclined to favour his own interests or those of a third
party in a manner that is contrary or in preference to the interests of the
Company.  It is understood that apparent conflicts of interest can
also cause harm to the Company and Representatives should be conscious of how
their conduct is likely to be perceived by others both within and outside the
Company and avoid conduct, circumstances or events which could reasonably be
expected to be perceived as placing such Representative or the Company in a
conflict of interest position.






4.           Financial
Records and Compliance






As a
public company it is important that the Company’s filings with the appropriate
regulatory authorities be accurate and timely. All financial data must be
gathered, compiled, and reviewed by the Representatives with rigour and
integrity, in order to give a fair, true and accurate picture of the financial
situation of the Company.






All
reports and financial statements must be set out in a complete, fair, accurate,
comprehensive and timely manner.






Depending
upon their position with the Company, Representatives may be called upon to
provide necessary information to Regulators and Securities Commissions to ensure
that the Company’s public reports are complete, fair and understandable. The
Company expects Representatives to take this responsibility very seriously and
to provide prompt, accurate answers to inquiries related to the Company’s public
disclosure requirements with regard to regulatory inquiries.






In the
performance of their functions, the Representatives must comply with the laws
and regulations applicable to the Company, ensure compliance with Generally
Accepted Accounting Principles (GAAP) in Canada and, where applicable, the U.S.
and the rules prescribed by the regulatory authorities having jurisdiction over
the activities of the Company, and must comply with the policies of the
Company.






The
integrity of the Company’s record keeping systems will be respected at all
times. Representatives are forbidden to use, authorize, or condone the use of
off-the-books
bookkeeping, secret accounts, unrecorded bank accounts, slush funds, falsified books,
or any other devices that could be utilized to distort records or reports of the
Company’s true results of operations and financial condition or could otherwise
result in the improper recording of funds or transactions.






If a
Representative has any concerns regarding the Company’s accounting practices or
procedures, the employee should immediately report the matter in accordance with
the procedures outlined in the Company’s Whistleblower
Policy.






5.           Protection
and Proper Use of Company Assets






All
Representatives should protect the Company’s assets and ensure their efficient
use. Theft, carelessness and waste have a direct impact on the Company’s
available resources. All of the Company’s assets should be used only for
legitimate business purposes and not for personal use. Reasonable, incidental
personal use of Company provided computers and phones are permitted provided
that such activities do not interfere with the performance of duties (as
described in other Company policies).






6.           Competitive
Practices






The
Company does not seek competitive advantages through illegal or unethical
business practices or behaviour. The Company seeks to comply with and supports
laws of all countries which prohibit restraints of trade, unfair practices, or
abuse of economic power.






The
Company will not enter into arrangements which unlawfully restrict its ability
to compete with other businesses, or the ability of any other business
organization to compete freely with the Company. Company policy also prohibits
Representatives from entering into, or even discussing, any unlawful arrangement
or understanding.






7.           Dealing
with Suppliers and Gifts




The
Company is a customer for many suppliers of goods, services and
facilities.   People who want to do business or to continue to do
business, with the Company must understand that all purchases by the Company
will be made exclusively on the basis of price, quality, service and suitability
to the Company's needs.




(a)           Kickbacks and
Rebates




Purchases
of goods and services by the Company must not lead to Representatives receiving
any type of personal kickbacks or rebates.  Representatives must not
accept any form of under-the-table
payment.




(b)           Receipt
of Gifts and Benefits




Representatives
must exercise care and good judgment in accepting or offering business-related
gifts.




Accepting
or offering business-related gifts of moderate value is acceptable in situations
where business-related gift giving is legal and in accordance with local
business practice and the gifts involved are appropriate for the
occasion.  Representatives must not, however, accept or offer
business-related gifts of any kind in circumstances that could be perceived as
inducing or influencing the recipient to give business opportunities to, or make
business decisions in favour of, the Company.  If there is any doubt
with respect to a particular situation, Representatives should seek assistance
from the executive officer to whom that person reports..




Employees
who accept gifts (of more than moderate value, estimated at about $100) must
report the gift to the executive officer to whom they report or an Ethics
Representative.  The monetary value of the gift, local customs and
legal requirements will be considered when determining whether the gift should
be retained by the Representative, given to the Company or
returned.  A gift that is given to the Company will normally be
donated to a charity or made available to all employees in the applicable work
unit.




The
following items must not be accepted or offered as gifts under any
circumstances, regardless of value:




·
            cash
      or personal cheques;




·
            drugs
      or other controlled substances;




·
            product
      or service discounts that are not available to all
    employees;




·
            personal
      use of accommodation or transportation;
and




·
            payments
      or loans to be used toward the purchase of personal property (other than
      borrowing on commercial terms from entities that are in the business of
      lending).






No
Representative may request a gift of any kind from a supplier, customer or other
person with whom the Company conducts business or from a competitor of the
Company.






8.           Financial
Inducements






Representatives
must not make payments or give gifts or other favours to third parties to induce
or influence them to give business opportunities to, or make business decisions
in favour of, the Company. Bribes, kickbacks, secret commissions
and similar irregular payments are prohibited.






9.           Political/Charitable
Activities and Contributions






Representatives
are encouraged and entitled to participate in personal political or charitable
activities as long as they do not do so on company time and do not use the
financial or other resources of the Company. Representatives that do participate
in personal political or charitable activities must make every effort to ensure
that they do not leave the impression that they speak or act for the
Company.






10.           Equal
Opportunity




The
Company supports the principle that every individual must be accorded an equal
opportunity to participate in the free enterprise system and to develop their
ability to achieve their full potential within that system.




There
will be no discrimination against any employee or applicant because of race,
religion, color, sex, sexual orientation, age (as defined in the Human Rights
Code (British Columbia)), national or ethnic origin, or physical handicap
(unless demands of the position are prohibitive).  All Representatives
will be treated with equality during their employment without regard to their
race, religion, color, sex, sexual orientation, age (as defined in the Human
Rights Code (British Columbia)), national or ethnic origin, or physical
handicap, in all matters.  The Company will maintain a work
environment free of discriminatory practice of any kind.




No
employee will have any authority to engage in any action or course of conduct or
to condone any action or course of conduct by any other person which will in any
manner, directly or indirectly, discriminate or result in discrimination in the
course of one's employment, termination of employment, or any related matter
where such discrimination is, directly or indirectly, based upon race, religion,
color, sex, sexual orientation, age (as defined in the Human Rights Code
(British Columbia)), national or ethnic origin, or physical
handicap.






11.           Health,
Safety and Environmental Protection




It is the
Company's policy to pay due regard to the health and safety of its
Representatives and others and to the state of the environment.  There
are federal, provincial and local workplace safety and environmental laws which
through various governmental agencies regulate both physical safety of
Representatives and their exposure to conditions in the
workplace.  Should you be faced with an environmental health issue or
have a concern about workplace safety, you should contact the executive officer
to whom you most directly report immediately.






12.           Confidential
Information




All
information that has been developed or acquired by the Company, including
technical, financial and business information, and not generally disclosed
(“confidential information”) is the property of and confidential to the Company
and must be protected against theft, loss or misuse.




Representatives
must not disclose confidential information to other Representatives without
authorization from their manager unless it is reasonably required by them to
perform their jobs.  Representatives must not reveal confidential
information to third parties (other than approved auditors, lawyers and other
professional advisors, financial advisors and banks or other financial
institutions) without authorization by the Chief Executive
Officer.  Such disclosure should be limited only to those who
need-to-know and be made pursuant to a confidentiality agreement restricting the
recipient from disclosing or using the information in an unauthorized
manner.




Representatives
must use confidential information only for authorized purposes on behalf of the
Company and not for their own personal gain or benefit.






13.           Use
of Agents and Non-Employees, Officers and Directors




Agents or
other non-employees cannot be used to circumvent the law and will not be
retained by any Representatives to engage in practices that run contrary to this
Code.






14.           Standards
of Compliance




Representatives
have the responsibility to maintain their understanding of this Code and must
seek assistance from the executive officer to whom they report or, in the case
of the Board or officers of the Company, the Ethics Representatives if they do
not understand any part of the Code or what to do in any particular situation.
This includes any case where a more specific procedure has not been established
in the present code or in another official communication of the
Company.




Executive
officers  have the responsibility to maintain awareness on the part of
Representatives of the importance of their adhering to this Code and for
reporting deviations from it.






15.           Procedure
and Sanctions






A
Representative or any other officer that has a well founded suspicion and/or
knowledge of any violation of this code must immediately report and bring this
alleged violation to the attention of the executive officer to whom they
report  and/or the Ethics Representatives.






Every
      violation of this code shall be disclosed to the Ethics Representatives in
      a timely manner.






Any
Representative who does not comply with this code is subject to disciplinary
sanctions that could include the termination of his employment. Representatives
should be aware that in addition to any disciplinary action taken by the
Company, violations of some of this Code may require restitution and may lead to
civil or criminal action.






In no
circumstance, and without restricting the protections granted by law, will the
action of raising questions regarding the applicable procedure for the treatment
of accounting data be considered as a motive for disciplinary sanctions or the
termination of employment of the Representative who raised the
questions.






Retaliation
in any form against an individual who reports a violation of this Code or of law
in good faith, or who assists in the investigation of a reported violation, is
itself a serious violation of this Code. Acts of retaliation should be reported
immediately to an executive officer or the Ethics Representatives, and will be
disciplined appropriately.






Executive
officers have the responsibility of taking remedial steps to correct any
operating procedures that may contribute to violations of this
Code.






16.           Review
and Disclosure






The
Company will periodically review and reassess the adequacy of this Code. The
Code may be amended, modified or waived by the Board of Directors and waivers
may also be granted by the Audit Committee. Representatives will be fully
informed of any material revisions to the Code.






All
amendments to and waivers of this code shall, if material, be publicly disclosed
by the Company where required pursuant to applicable legal and regulatory
requirements.






17.
            Scope






The rules
set out in this Code are not exhaustive and must not be interpreted as a
limitation to the other policies and rules applicable to the employees of the
Company, in general, and to the Representatives, in
particular.  Furthermore, these rules are not intended to and do not
restrict the discretion and authority to manage and direct the
Company.






This Code
of Business Conduct and Ethics was adopted on November 1, 2007 by the Board of
Directors of Canadian Zinc Corporation







By order of the Board of
Directors





CANADIAN ZINC CORPORATION



















Code
of Business Conduct and Ethics




Receipt
and Acknowledgement







I,         
hereby acknowledge that I have received and read (Print
Name)    a copy of the “Code of Business Conduct and Ethics”
and agree to comply with its terms.  I understand that as an employee,
officer, director or contractor of Canadian Zinc Corporation I am a
representative of the Company and am committed to maintaining the highest
standards of conduct and ethics. I specifically agree that to the extent I have
concerns or do not understand the Code, I will seek assistance from the
executive officer to whom I report or the Chairman of the Board of Directors or
the Chair of the Audit Committee to clarify the situation. I am aware that
violation of the Code may subject me to subject me to civil and/or criminal
penalties and to discipline by the Company up to and including
termination.




Signature
            
            Date














Note:
This form must be returned to the Corporate Adminstrator  to be placed
in your Employee file.