Whistleblower Policy

1.0 INTRODUCTION

Canadia= n=20 Zinc Corporation (the "Company") is committed to=20 maintaining the highest standards of business conduct and ethics, = as well=20 as full compliance with all applicable government laws, rules and=20 regulations, corporate reporting and disclosure, accounting = practices,=20 accounting controls, auditing practices and other matters relating = to=20 fraud against shareholders (collectively "Accounting=20 Concerns").

Pursuant to its charter, the Audit Committee (the=20 "Committee") of the Board of Directors of Company = is=20 responsible for ensuring that a confidential and anonymous process = exists=20 whereby persons can report any Accounting Concerns relating to the = Company=20 and its subsidiaries. In order to carry out its responsibilities = under its=20 charter, the Committee has adopted this Whistleblower Policy (the=20 "Policy").

For the purposes of this Policy, "Accounting Concerns" is = intended to=20 be broad and comprehensive and to include any matter, which in the = view of=20 the complainant, is illegal, unethical, contrary to the policies = of the=20 Company or in some other manner not right or proper. Examples = would=20 include:

violation of any applicable law, rule or regulation that = relates to=20 corporate reporting and disclosure;=20
violation of the Company's Code of Business Conduct and = Ethics;=20
fraud or deliberate error in the preparation, evaluation, = review or=20 audit of any financial statement of the Company or any of its=20 subsidiaries;=20
fraud or deliberate error in the recording and maintaining = of=20 financial records of the Company or any of its subsidiaries;=20
deficiencies in or noncompliance with the Company or any of = its=20 subsidiaries' internal policies and controls;=20
misrepresentation or a false statement by or to a director, = officer=20 or employee of the Company or any of its subsidiaries respecting = a=20 matter contained in the financial records, reports or audit=20 reports; and=20
deviation from full and fair reporting of the Company's = consolidated=20 financial condition.

2.0 COMMUNICATION OF THE POLICY

To ensure that all directors, officers, employees, consultants = and=20 contractors of the Company are aware of the Policy, a copy of the = Policy=20 will be distributed to all directors, officers, employees, = consultants and=20 contractors or alternatively they will be advised if the Policy is = available on the Company's Website for their review. All = directors,=20 officers, employees, consultants and contractors will be informed = whenever=20 significant changes are made. New directors, officers, employees,=20 consultants and contractors will be provided with a copy of this = Policy=20 and will be educated about its importance.

3.0 REPORTING ALLEGED VIOLATIONS OR COMPLAINTS

Any=20 person with an Accounting Concern relating to the Company or any=20 subsidiary of the Company may submit their concern to the Chairman = of the=20 Audit Committee (the "Chairman") of the Company, on a confidential = and=20 anonymous basis through Whistleblower Security.
WhistleBlower = Security=20 is an independent contractor engaged specifically to receive = concerns of=20 the nature described above. WhistleBlower Security is under a = legal=20 obligation not to disclose or reveal the source of any concern of=20 complaint. WhistleBlower Security can be contacted as follows:

Call Centre/Voicemail:1.866.921.6714 between = 6:00 am=20 and 4:00 pm (PST). Outside these hours, a voicemail service will = be in=20 operation.

Email: = canadianzinc@whistleblowersecurity.com

Internet: www.whistleblowersecurity.com

4.0 NO ADVERSE CONSEQUENCES

A submission regarding an Accounting Concern may be made by an = officer=20 or employee of the Company without fear of dismissal, disciplinary = action=20 or retaliation of any kind. The Company will not discharge, = discipline,=20 demote, suspend, threaten or in any manner discriminate against = any person=20 who submits in good faith an Accounting Concern or provides = assistance to=20 the Audit Committee, management or any other person or group, = including=20 any governmental, regulatory or law enforcement body, = investigating an=20 Accounting Concern.

5.0 TREATMENT OF ACCOUNTING CONCERN SUBMISSIONS

Accounting Concerns will be reviewed as soon as possible by the = Audit=20 Committee with the assistance and direction of whomever the Audit=20 Committee thinks appropriate including, but not limited to, = external legal=20 counsel and the Audit Committee shall implement such corrective = measures=20 and do such things in an expeditious manner as it deems necessary = or=20 desirable to address the Accounting Concern.

Where possible and when determined to be appropriate by the = Audit=20 Committee notice of any such corrective measures will be given to = the=20 person who submitted the Accounting Concern.

6.0 RETENTION OF RECORDS

The Audit Committee will retain all records relating to any = Accounting=20 Concern or report of a retaliatory act and to the investigation of = any=20 such report for a period judged to be appropriate based upon the = merits of=20 the submission. The types of records to be retained by the Audit = Committee=20 will include records of all steps taken in connection with the=20 investigation and the results of any such investigation.

7.0 REVIEW OF POLICY

The Committee will review and evaluate this Policy on an annual = basis=20 to determine whether the Policy is effective in providing a = confidential=20 and anonymous procedure to report violations or complaints = regarding=20 Accounting Concerns.

8.0 QUERIES

If you have any questions about how this Policy should be = followed in a=20 particular case, please contact the Chairman of the Audit = Committee or the=20 General Counsel of the Company.

9.0 PUBLICATION OF THE POLICY ON WEBSITE

This Policy will be posted on the Company's website at:=20 www.canadianzinc.com.

Contact= us=20 to learn more >>>

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