Exhibit 4.5


 





DEFERRED SHARE UNIT PLAN


 


NORZINC LTD.


NON-EMPLOYEE DIRECTORS DEFERRED SHARE
UNIT PLAN


 


		1.	PURPOSE OF THE PLAN



 


		1.1	This Plan has been established by the Company to promote
the interests of the Company by attracting and retaining qualified persons to serve on the Board and to promote a greater alignment
of long term interests between such Participants and the shareholders of the Company.



 


		2.	PLAN DEFINITIONS AND INTERPRETATIONS



 


		2.1	In this Plan, the following terms have the following
meanings:



 


		(a)	“Account” means an account maintained
for each Participant on the books of the Company which will be credited with Deferred Share Units, in accordance with the terms
of the Plan.



 


		(b)	“Applicable Law” means any applicable
provision of law, domestic or foreign, including, without limitation, applicable securities legislation, together with all regulations,
rules, policy statements, rulings, notices, orders or other instruments promulgated thereunder and Stock Exchange Rules.



 


		(c)	“Board” means the Board of Directors
of the Company.



 


		(d)	“Change of Control” means the acquisition
by any person or by any person and a Joint Actor, whether directly or indirectly, of voting securities (as defined in the Securities
Act (British Columbia)) of the Company, which, when added to all other voting securities of the Company at the time held by such
person or by such person and a Joint Actor, totals for the first time not less than fifty percent (50%) of the outstanding voting
securities of the Company or the votes attached to those securities are sufficient, if exercised, to elect a majority of the Board.



 


		(e)	“Committee” means the Compensation
Committee of the Board.



 


		(f)	“Common Shares” means common shares
of the Company and includes any securities of the Company into which such Common Shares may be converted, reclassified, redesignated,
subdivided, consolidated, exchanged or otherwise changed, pursuant to a Reorganization or otherwise.



 


		(g)	“Company” means NorZinc Ltd. and its
respective successors and assigns, and any reference in the Plan to action by the Company means action by or under the authority
of the Board or any person or committee that has been designated for the purpose by the Board including, without limitation, the
Committee.



 


		(h)	“DSU” or “Deferred Share
Unit” means a unit credited to a Participant by way of a bookkeeping entry in the books of the Company pursuant to this
Plan, the value of which is equivalent in value to a Common Share.



 


		(i)	“DSU Limit” has the meaning given such
term in section 6.1



 


		(j)	“Grant” means any Deferred Share Unit
credited to the Account of a Participant.



 




     


     


    

 


		(k)	“Insider” has the meaning provided
for purposes of the TSX relating to Security Based Compensation Arrangements.



 


		(l)	“Insider Limit” has the meaning given
such term in section 6.2.



 


		(m)	“Notice of Redemption” means written
notice, on a prescribed form, by the Participant, or the administrator or liquidator of the estate of the Participant, to the
Company of the Participant’s wish to redeem his or her Deferred Share Units.



 


		(n)	“Participant” means a director of
the Company who is designated by the Committee as eligible to participate in the Plan.



 


		(o)	“Plan” means this 2014 Non-Employee
Directors Deferred Share Unit Plan.



 


		(p)	“Redemption Date” means the date that
a Notice of Redemption is received by the Company; provided in the case of a U.S. Eligible Participant, however, the Redemption
Date will be made the earlier of (i) “separation from service” within the meaning of Section 409A of the Code, or
(ii) within 90 days of the U.S. Eligible Participant’s death.



 


		(q)	“Reorganization” means any (i) capital
reorganization, (ii) merger, (iii) amalgamation, or (iv) arrangement or other scheme of reorganization.



 


		(r)	“Section 409A” means Section 409A
of the U.S. Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder as in effect from time
to time.



 


		(s)	“Security Based Compensation Arrangement” has the meaning defined in the provisions of the TSX Company Manual relating to security based compensation arrangements.



 


		(t)	“Share Price” means the volume-weighted
average price of a Common Share on the TSX over the five (5) consecutive trading days immediately preceding (a) in the case of
a Grant, the last day of the fiscal quarter preceding the date of Grant in respect of a director, or (b) in the case of a redemption,
the Redemption Date, as applicable, or in the event such shares are not traded on the TSX, the fair market value of such shares
as determined by the Committee acting in good faith.



 


		(u)	“Stock Exchange Rules” means the applicable
rules of any stock exchange upon which the Common Shares are listed.



 


		(v)	“Termination Date” means the date
of a Participant’s death, or retirement from, or loss of office or employment with the Company, within the meaning of paragraph
6801(d) of the regulations under the Income Tax Act (Canada), including the Participant’s resignation, retirement, removal
from the Board, death or otherwise.



 


		(w)	“TSX” means the Toronto Stock Exchange.



 


		(x)	“U.S. Eligible Participant” refers
to a Participant who, at any time during the period from the date Deferred Share Units are granted to the Participant to the date
such Deferred Share Units are redeemed by the Participant, is subject to income taxation in the United States on the income received
for his or her services as a director of the Company and who is not otherwise exempt from U.S. income taxation under the relevant
provisions of the U.S. Internal Revenue Code of 1986, as amended, or the Canada-U.S. Income Tax Convention, as amended from time
to time.



 




     


     


    

 


		3.	NON-EMPLOYEE DIRECTOR COMPENSATION



 


		3.1	Establishment of Annual Base Compensation



 


An annual compensation amount
(the “Annual Base Compensation”) payable to non-employee Directors (hereafter “Directors”) of
the Company shall be established from time-to-time by the Board. The amount of Annual Base Compensation will be reported annually
in the Company’s management information circular.


 


		3.2	Payment of Annual Base Compensation



 


		(a)	The Annual Base Compensation shall be payable in quarterly
installments, with each installment payable as promptly as practicable following the last business day of the fiscal quarter to
which it applies. Quarterly payments shall be pro rated if Board service commences or terminates during a fiscal quarter. The
number of DSUs to be paid and the terms of the DSUs shall be determined as provided in the following sections of this Plan.



 


		(b)	Each Director may elect to receive in DSUs up to 50%
of his or her Annual Base Compensation by completing and delivering a written election to the Company on or before November 15th
of the calendar year ending immediately before the calendar year with respect to which the election is made. Such election will
be effective with respect to compensation payable for fiscal quarters beginning during the calendar year following the date of
such election. Further, where an individual becomes a Director for the first time during a fiscal year and such individual has
not previously participated in a plan that is required to be aggregated with this Plan for purposes of Section 409A, such individual
may elect to participate in the Plan with respect to fiscal quarters of the Company commencing after the Company receives such
individual’s written election, which election must be received by the Company no later than 30 days after such individual’s
appointment as a Director. For greater certainty, new Directors will not be entitled to receive DSUs pursuant to an election for
the quarter in which they submit their first election to the Company or any previous quarter. Elections hereunder shall be irrevocable
with respect to compensation earned during the period to which such election relates.



 


		(c)	All DSUs granted with respect to Annual Base Compensation
will be credited to the Director’s Account when such Annual Base Compensation is payable (the “Grant Date”).



 


		(d)	The Director’s Account will be credited with the number
of DSUs calculated to the nearest thousandths of a DSU, determined by dividing the dollar amount of compensation payable in DSUs
on the Grant Date by the Share Price. Fractional Common Shares will not be issued and any fractional entitlements will be rounded
down to the nearest whole number.



 


		3.3	Additional Deferred Share Units



 


In addition to DSUs granted pursuant
to Section 3.2, the Board may award such number of DSUs to a Participant as the Board deems advisable to provide the Participant
with appropriate equity-based compensation for the services he or she renders to the Company. The Board shall determine the date
on which such DSUs may be granted and the date as of which such DSUs shall be credited to a Participant’s Account. The Company
and a Participant who receives an award of DSUs pursuant to this Section 3.3 shall enter into a DSU award agreement to evidence
the award and the terms applicable thereto.


 




     


     


    

 


		4.	ADMINISTRATION OF DSU ACCOUNTS



 


		4.1	Administration of Plan



 


The Committee shall have the
power, where consistent with the general purpose and intent of the Plan and subject to the specific provisions of the Plan:


 


		(a)	to establish policies and to adopt rules and regulations
for carrying out the purposes, provisions and administration of the Plan and to amend and rescind such rules and regulations from
time to time;



 


		(b)	to interpret and construe the Plan and to determine all
questions arising out of the Plan and any such interpretation, construction or determination made by the Committee shall be final,
binding and conclusive for all purposes;



 


		(c)	to prescribe the form of the instruments used in conjunction
with the Plan; and



 


		(d)	to determine which members of the Board are eligible
to participate in the Plan.



 


		4.2	Redemption of Deferred Share Units



 


		(a)	Each Participant shall be entitled to redeem his or her
Deferred Share Units during the period commencing on the business day immediately following the Termination Date and ending on
the 90th day following the Termination Date by providing a written Notice of Redemption to the Company. In the event of death
of a Participant, the Notice of Redemption shall be filed by the legal representative of the Participant. In the case of a U.S.
Eligible Participant, however, the redemption will be deemed to be made on the earlier of (i) “separation from service”
within the meaning of Section 409A, or (ii) within 90 days of the U.S. Eligible Participant’s death.



 


		(b)	Upon redemption, the Participant shall be entitled to
receive, and the Company shall issue or provide:



 


		(i)	subject to shareholder approval of this Plan and the
limitations set forth in Section 6.2 below, a number of Common Shares issued from treasury equal to the number of DSUs in the
Participant’s Account, subject to any applicable deductions and withholdings;



 


		(ii)	subject to and in accordance with any Applicable Law,
a number of Common Shares purchased by an independent administrator of the Plan in the open market for the purposes of providing
Common Shares to Participants under the Plan equal in number to the DSUs in the Participant’s Account, subject to any applicable
deductions and withholdings;



 


		(iii)	the payment of a cash amount to a Participant equal to
the number of DSUs multiplied by the Share Price, subject to any applicable deductions and withholdings; or



 


		(iv)	any combination of the foregoing,



 


		(v)	as determined by the Company, in its sole discretion.



 




     


     


    

 


		4.3	Payment Notwithstanding



 


Notwithstanding any other provision
of this Plan, all amounts payable to, or in respect of, a Participant hereunder shall be paid on or before December 31 of the calendar
year commencing immediately after the Participant’s Termination Date.


 


		5.	ALTERATION OF NUMBER OF SHARES SUBJECT TO THE PLAN



 


		5.1	Subdivisions or Consolidations



 


In the event that the Common
Shares shall be subdivided or consolidated into a different number of Common Shares or a distribution shall be declared upon the
Common Shares payable in Common Shares, the number of DSUs then recorded in the Director’s Account shall be adjusted by replacing
such number by a number equal to the number of Common Shares which would be held by the Director immediately after the distribution,
subdivision or consolidation, should the Director have held a number of Common Shares equal to the number of DSUs recorded in the
Director’s Account on the record date fixed for such distribution, subdivision or consolidation.


 


		5.2	Reorganizations



 


In the event there shall be any
change, other than as specified in Section 5.1, in the number or kind of outstanding Common Shares or of any shares or other securities
into which such Common Shares shall have been changed or for which they shall have been exchanged, pursuant to a Reorganization
or otherwise, then there shall be substituted for each Common Share referred to in the Plan or for each share into which such Common
Share shall have been so changed or exchanged, the kind of securities into which each outstanding Common Share shall be so changed
or exchanged and an equitable adjustment shall be made, if required, in the number of DSUs then recorded in the Director’s
Account, such adjustment, if any, to be reasonably determined by the Committee and to be effective and binding for all purposes.


 


		5.3	Adjustments



 


In the case of any such substitution,
change or adjustment as provided for in this Section 5, the variation shall generally require that the number of DSUs then recorded
in the Director’s Account prior to such substitution, change or adjustment will be proportionately and appropriately varied.


 


		6.	RESTRICTIONS ON ISSUANCES



 


		6.1	Maximum Number of DSUs



 


DSUs may be granted by the Company
in accordance with this Plan provided the aggregate number of Common Shares issuable pursuant to DSUs from time to time shall not
exceed 2% of the number of issued and outstanding Common Shares from time to time (the “DSU Limit”).


 


		6.2	Insider Participation Limits



 


The maximum number of Common
Shares issuable to Insiders pursuant to Section 4.2(b)(i) of the Plan, together with any Common Shares issuable pursuant to any
other Security Based Compensation Arrangement, at any time, shall not exceed 10% of the total number of outstanding Common Shares.
The maximum number of Common Shares issued to Insiders pursuant to Section 4.2(b)(i) of the Plan, together with any Common Shares
issued pursuant to any other Security Based Compensation Arrangement, within any one year period, shall not exceed 10% of the total
number of outstanding Common Shares (the “Insider Limit”).


 




     


     


    

 


		7.	AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN



 


		7.1	Amendment to the Plan



 


Until such time as the Company
receives shareholder approval of the issuances from treasury contemplated in Section 4.2(b)(i), the Plan may be amended, suspended
or terminated at any time by the Board in whole or in part. No amendment of the Plan shall, without the consent of the Participants
affected by the amendment, or unless required by Applicable Law, adversely affect the rights accrued to such Participants with
respect to DSUs granted prior to the date of the amendment.


 


Following shareholder approval
of any issuances from treasury as contemplated in Section 4.2(b)(i), the Board may at any time, and from time to time, and without
shareholder approval, amend any provision of the Plan, subject to any regulatory or stock exchange requirement at the time of such
amendment, including, without limitation:


 


		(a)	for the purposes of making formal minor or technical
modifications to any of the provisions of the Plan including amendments of a “clerical” or “housekeeping”
nature;



 


		(b)	to correct any ambiguity, defective provision, error
or omission in the provisions of the Plan;



 


		(c)	amendments to the termination provisions of Section 7.2;



 


		(d)	amendments necessary or advisable because of any change
in Applicable Laws;



 


		(e)	amendments to the transferability of Deferred Share Units
provided for in Section 8.10;



 


		(f)	amendments to Section 4.1 relating to the administration
of the Plan; and



 


		(g)	any other amendment, fundamental or otherwise, not requiring
shareholder approval under Applicable Laws;



 


provided, however, that:


 


		(h)	no such amendment of the Plan may be made without the
consent of each affected Participant in the Plan if such amendment would adversely affect the rights of such affected Participant(s)
under the Plan; and



 


		(i)	shareholder approval shall be obtained in accordance
with the requirements of the TSX for any amendment:



 


		(i)	to increase the DSU Limit;



 


		(ii)	to Section 7.1;



 


		(iii)	to the definition of “Participant”;



 


		(iv)	to remove or exceed the Insider Limit; or



 


		(v)	to the definition of Share Price benefitting an Insider.



 




     


     


    

 


		7.2	Plan Termination



 


The Committee may decide to discontinue
granting awards under the Plan at any time in which case no further Deferred Share Units shall be awarded or credited under the
Plan. Any Deferred Share Units which remain outstanding in a Participant’s Account at that time shall continue to be dealt
with according to the terms of the Plan. The Plan shall terminate when all payments owing pursuant to Section 4.2 of the Plan have
been made and all Deferred Share Units have been cancelled in all Participants’ Accounts


 


		8.	GENERAL PROVISIONS



 


		8.1	Withholding



 


The Company may withhold from
any amount payable to a Participant, either under this Plan, or otherwise, such amount as may be necessary so as to ensure that
the Company will be able to comply with the applicable provisions of any federal, provincial, state or local law relating to the
withholding of tax or other required deductions, including on the amount, if any, includable in the income of a Participant. The
Company shall also have the right in its discretion to satisfy any such withholding tax liability by retaining, acquiring or selling
on behalf of a Participant any Common Shares which would otherwise be issued or provided to a Participant hereunder.


 


		8.2	Assignability



 


No right to receive payment of
DSUs and other benefits under the Plan shall be transferable or assignable by a Participant except by will or laws of descent and
distribution.


 


		8.3	Unfunded Plan



 


Unless otherwise determined by
the Committee, the Plan shall be unfunded. To the extent any Participant or his or her estate holds any rights by virtue of a grant
of Deferred Share Units under the Plan, such rights (unless otherwise determined by the Committee) shall be no greater than the
rights of an unsecured creditor of the Company.


 


		8.4	Final Determination



 


Any determination or decision
by or opinion of the Committee made or held pursuant to the terms of the Plan shall be final, conclusive and binding on all parties
concerned. All rights, entitlements and obligations of Participants under the Plan are set forth in the terms of the Plan and cannot
be modified by any other documents, statements or communications, except by Plan amendments referred to in Section 7.1 of the Plan.


 


		8.5	No Right to Employment



 


Participation in the Plan shall
not be construed to give any Participant a right to be retained as a Director.


 


		8.6	No Other Benefit



 


No amount will be paid to, or
in respect of, a Participant under the Plan to compensate for a downward fluctuation in the price of Common Shares nor will any
other form of benefit be conferred upon, or in respect of, a Participant for such purpose.


 




     


     


    

 


		8.7	No Shareholder Rights



 


Under no circumstances shall
Deferred Share Units be considered Common Shares nor shall they entitle any Participant to exercise voting rights or any other
rights attaching to the ownership of Common Shares nor shall any Participant be considered the owner of Common Shares by virtue
of the award of Deferred Share Units.


 


		8.8	Reorganization of the Company



 


The existence of any Deferred
Share Units shall not affect in any way the right or power of the Company or its shareholders to make or authorize any adjustment,
recapitalization, reorganization or other change in the Company’s capital structure or its business, or any amalgamation,
combination, merger or consolidation involving the Company or to create or issue any bonds, debentures, shares or other securities
of the Company or the rights and conditions attaching thereto or to affect the dissolution or liquidation of the Company or any
sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar nature
or otherwise.


 


		8.9	Successors and Assigns



 


The Plan shall be binding on
all successors and assigns of the Company.


 


		8.10	General Restrictions and Assignment



 


Except as required by law, the
rights of a Participant under the Plan are not capable of being assigned, transferred, alienated, sold, encumbered, pledged, mortgaged
or charged and are not capable of being subject to attachment or legal process for the payment of any debts or obligations of the
Participant.


 


		8.11	Section 409A



 


It is intended that the provisions
of this Plan comply with Section 409A, and all provisions of this Plan shall be construed and interpreted in a manner consistent
with the requirements for avoiding taxes or penalties under Section 409A. Notwithstanding anything in the Plan to the contrary,
the following will apply with respect to the rights and benefits of U.S. Eligible Participants under the Plan:


 


		(a)	Except as permitted under Section 409A, any deferred
compensation (within the meaning of Section 409A) payable to or for the benefit of a U.S. Eligible Participant may not be reduced
by, or offset against, any amount owing by the U.S. Eligible Participant to the Company or any of its affiliates.



 


		(b)	If a U.S. Eligible Participant becomes entitled to receive
payment in respect of any Deferred Share Units as a result of his or her “separation from service” (within the meaning
of Section 409A), and the U.S Eligible Participant is a “specified employee” (within the meaning of Section 409A)
at the time of his or her separation from service, and the Committee makes a good faith determination that (i) all or a portion
of the Deferred Share Units constitute “deferred compensation” (within the meaning of Section 409A) and (ii) any such
deferred compensation that would otherwise be payable during the six-month period following such separation from service is required
to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section
409A, then payment of such “deferred compensation” shall not be made to the U.S Eligible Participant before the date
which is six months after the date of his or her separation from service (and shall be paid in a single lump sum on the first
day of the seventh month following the date of such separation from service) or, if earlier, the U.S Eligible Participant’s
date of death.



 




     


     


    

 


		(c)	A U.S. Eligible Participant’s status as a specified
employee shall be determined by the Company as required by Section 409A on a basis consistent with the regulations under Section
409A and such basis for determination will be consistently applied to all plans, programs, contracts, agreements, etc. maintained
by the Company that are subject to Section 409A.



 


		(d)	Each U.S Eligible Participant, any beneficiary or the
U.S Eligible Participant’s estate, as the case may be, is solely responsible and liable for the satisfaction of all taxes
and penalties that may be imposed on or for the account of such U.S Eligible Participant in connection with this Plan (including
any taxes and penalties under Section 409A), and neither the Company nor any affiliate shall have any obligation to indemnify
or otherwise hold such U.S Eligible Participant or beneficiary or the U.S Eligible Participant’s estate harmless from any
or all of such taxes or penalties.



 


		(e)	In the event that the Committee determines that any amounts
payable hereunder will be taxable to a Participant under Section 409A prior to payment to such Participant of such amount, the
Company may (i) adopt such amendments to the Plan and Deferred Share Units and appropriate policies and procedures, including
amendments and policies with retroactive effect, that the Committee determines necessary or appropriate to preserve the intended
tax treatment of the benefits provided by the Plan and Deferred Share Units hereunder and/or (ii) take such other actions as the
Committee determines necessary or appropriate to avoid or limit the imposition of an additional tax under Section 409A.



 


		(f)	In the event the Company terminates the Plan in accordance
with Section 7, the time and manner of payment of amounts that are subject to 409A will be made in accordance with the rules under
409A. The Plan will not be terminated except as permitted under 409A.



 


		8.12	Forfeiture Provision



 


If a Participant is subject to
tax under the Income Tax Act (Canada) and also is a U.S. Eligible Participant with respect to DSUs, the following special rules
regarding forfeiture of such Deferred Share Units will apply if the Participant’s DSUs are subject to Section 409A. For greater
clarity, these forfeiture provisions are intended to avoid adverse tax consequences under Section 409A and/or under paragraph 6801(d)
of the regulations under the Income Tax Act (Canada), that may result because of the different requirements as to the time of settlement
of Deferred Share Units with respect to a Participant’s “separation from service” (within the meaning of Section
409A) (“Separation From Service”) and his retirement or loss of office (under tax laws of Canada). If a Participant
otherwise would be entitled to payment of DSUs in any of the following circumstances, such DSUs shall instead be immediately and
irrevocably forfeited (for greater certainty, without any compensation therefore):


 


		(a)	a Participant experiences a Separation From Service as
a result of a permanent decrease in the level of services provided to less than 20% of his past service in circumstances that
do not constitute a retirement from, or loss of office or employment with, the Company or an affiliate thereof, within the meaning
of paragraph 6801(d) of the regulations under the Income Tax Act (Canada); or



 


		(b)	a Participant experiences a Separation From Service upon
ceasing to be a director while continuing to provide services as an employee in circumstances that do not constitute a retirement
from, or loss of office or employment with, the Company or an affiliate thereof, within the meaning of paragraph 6801(d) of the
regulations under the Income Tax Act (Canada); or



 




     


     


    

 


		(c)	a Participant experiences a serious disability that continues
for more than 29 months in circumstances that constitute a Separation from Service and do not constitute a retirement from, or
loss of office or employment with, the Company or an affiliate thereof, within the meaning of paragraph 6801(d) of the regulations
under the Income Tax Act (Canada); or



 


		(d)	a Participant experiences a retirement from, or loss
of office or employment with, the Company or an affiliate thereof, within the meaning of paragraph 6801(d) of the regulations
under the Income Tax Act (Canada) by virtue of ceasing employment as both an employee and as a director, but he continues to provide
services as an independent contractor such that he has not experienced a Separation From Service.



 


		8.13	Interpretation



 


In this text, words importing
the singular meaning shall include the plural and vice versa, and words importing the masculine shall include the feminine and
neuter genders.


 


		8.14	Governing Law



 


The validity, construction and
effect of the Plan and any actions taken or relating to the Plan shall be governed by the laws of the Province of British Columbia
and the federal laws of Canada applicable therein.


 


		8.15	Severability



 


The invalidity or unenforceability
of any provision of the Plan shall not affect the validity or enforceability of any other provision and any invalid or unenforceable
provision shall be severed from the Plan.


 


		8.16	Effective Date



 


EFFECTIVE DATE: September 6,
2018.