Ernst
      & Young LLP
              Chartered
      Accountants
              Pacific
      Centre
              P.O.
      Box 10101
              700
      West Georgia Street
              Vancouver,
      Canada V7Y 1C7
            Phone: (604)
      891-8200
              Fax: (604)
      643-5422








Independent
Auditors' Report on Financial Statements





To the
Shareholders of Canadian Zinc Corporation





We have
audited the balance sheets of Canadian Zinc Corporation (the “Company”) as at
December 31, 2007 and 2006 and the statements of operations, comprehensive
income and deficit, shareholders’ equity and cash flows for each of the years in
the three-year period ended December 31, 2007.  These financial
statements are the responsibility of the Company’s management.  Our
responsibility is to express an opinion on these financial statements based on
our audits.





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





In our
opinion, these financial statements present fairly, in all material respects,
the financial position of the Company as at December 31, 2007 and 2006 and the
results of its operations and its cash flows for each of the years in the
three-year period ended December 31, 2007 in conformity with Canadian generally
accepted accounting principles.





As
described in Note 14, the financial statements have been restated.





We also
have audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), the effectiveness of the Company’s internal
control over financial reporting as of December 31, 2007, based on criteria
established in Internal Control—Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission and our report dated March
25, 2008 expressed an unqualified opinion thereon.

















Chartered
Accountants


March 25,
2008


Vancouver,
Canada














Ernst
      & Young LLP
              Chartered
      Accountants
              Pacific
      Centre
              P.O.
      Box 10101
              700
      West Georgia Street
              Vancouver,
      Canada V7Y 1C7
            Phone: (604)
      891-8200
              Fax: (604)
      643-5422








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





To the
Shareholders of Canadian Zinc Corporation





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





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





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





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





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





We also
have audited, in accordance with Canadian generally accepted auditing standards
and the standards of the Public Company Accounting Oversight Board (United
States), the balance sheets as at December 31, 2007 and 2006 and the statements
of operations, comprehensive income and deficit, shareholders’ equity and cash
flows for each of the years in the three-year period ended December 31, 2007 of
the Company and our report dated March 25, 2008 expressed an unqualified opinion
thereon.








Chartered
Accountants


March 25,
2008


Vancouver,
Canada