UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of this schedule, including all exhibits. See §§240.13d-7 for other parties to whom copies are to be sent.

(continued on following pages)

(Page 1 of 11 Pages)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

This 13D relates to the acquisition of beneficial ownership of common shares (the “Common Shares”) of Canadian Zinc Corporation, a corporation organized under the laws of British Columbia (the “Company”) whose principal executive office is located at 650 West Georgia Street, Suite 1710, Vancouver, British Columbia V6B 4N9.

The persons filing this Schedule 13D (collectively, the “Reporting Persons”) are:

The sole members of RCA VI are Messrs. Ryan T. Bennett, Ross R. Bhappu, Russ Cranswick, James McClements, Henderson G. Tuten and Ms. Sherri Croasdale (collectively, the “Principals”). The business of RCA VI is directed by the officers of RCA VI. The Principals serve as executive officers of RCA VI. The business address of each of Messrs. Bennett, Bhappu, Cranswick, McClements, Tuten and Ms. Croasdale is 1400 Sixteenth Street, Suite 200, Denver, Colorado 80202. The principal occupation of Messrs. Bennett, Bhappu, Cranswick, McClements, Tuten and Ms. Croasdale is serving as senior executives of the Resource Capital Funds which include RCF VI.

RCF VI and Associates VI are each Cayman Islands exempt limited partnerships.

RCA VI is a Cayman Islands exempt company.

Messrs. Bennett, Bhappu, Tuten and Ms. Croasdale are citizens of the United States. Mr. Cranswick is a citizen of Canada. Mr. McClements is a citizen of Australia.

During the last five years, none of the Reporting Persons nor any Principal has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, none of the Reporting Persons nor any Principal has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction making such Reporting Person or Principal subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

The source of cash for all purchases totaling CAD$14,527,178.15 was from cash on hand of RCF VI.

The source of cash totaling CAD$20,000,000 for additional purchases to which RCF VI CAD is committed under a subscription agreement dated May 14, 2018, subject to certain conditions described in Item 4 below, will be cash on hand of RCF VI.

Between August 22, 2014 and September 5, 2014 RCF VI purchased in open market transactions 3,384,000 Company Common Shares. On September 8, 2014, RCF VI purchased 9,564,000 Common Shares of the Company in the open market for a purchase price of CAD$0.3199 per share giving it ownership of 5.94% of the Company’s Common Shares.

Subsequent to the transaction on September 8, 2014, RCF VI purchased in open market transactions the following shares:

On September 19, 2014, RCF VI purchased 2,064,500 Company Common Shares at CAD$0.3120 per share.

On September 26, 2014, RCF VI purchased 1,429,500 Company Common Shares at CAD$0.2801 per share.

On October 1, 2014, RCF VI purchased 1,958,000 Company Common Shares at CAD$0.2501 per share.

On October 9, 2014, RCF VI purchased 1,500,000 Company Common Shares at CAD$0.2350 per share.

On October 23, 2014, RCF VI purchased 1,800,000 Company Common Shares at CAD$0.2337 per share.

On June 6, 2016, RCF VI purchased 503,000 Company Common Shares at CAD$0.2728 per share. Following the purchase, RCF VI owned 10.18% of the Company Common Shares at which time RCF VI commenced filing to comply with substantial shareholder reporting requirements in Canada. Concurrent with each subsequent acquisition RCF VI made filings on SEDI reporting such purchase. Additional Early Warning Reports were filed in Canada’s SEDAR system as required.

On June 15, 2016, RCF VI purchased 23,500 Company Common Shares at CAD$0.2700 per share.

On June 16, 2016, RCF VI purchased 639,500 Company Common Shares at CAD$0.2880 per share.

On June 17, 2016, RCF VI purchased 186,000 Company Common Shares at CAD$0.2892 per share.

On June 21, 2016, RCF VI purchased 59,500 Company Common Shares at CAD$0.2900 per share.

On June 30, 2016, RCF VI purchased 199,500 Company Common Shares at CAD$0.2713 per share.

On July 5, 2016, RCF VI purchased 284,500 Company Common Shares at CAD$0.2809 per share.

On July 6, 2016, RCF VI purchased 171,500 Company Common Shares at CAD$0.2940 per share.

On June 29, 2016, RCF VI purchased in a public offering by the Company 20,000,000 Company Common Shares at CAD$0.2500 per share.

Subsequent to the June 29, 2016 public offering, RCF VI purchased in open market transactions the following shares:

On July 7, 2016, RCF VI purchased 457,000 Company Common Shares at CAD$0.3191 per share.

On July 20, 2016, RCF VI purchased 200,000 Company Common Shares at CAD$0.3500 per share.

On July 21, 2016, RCF VI purchased 50,000 Company Common Shares at CAD$0.3450 per share.

On August 10, 2016, RCF VI purchased 243,000 Company Common Shares at CAD$0.3200 per share.

On August 11, 2016, RCF VI purchased 65,500 Company Common Shares at CAD$0.3300 per share.

On August 12, 2016, RCF VI purchased 52,000 Company Common Shares at CAD$0.3348 per share.

On August 16, 2016, RCF VI purchased 152,000 Company Common Shares at CAD$0.3400 per share.

On August 25, 2016, RCF VI purchased 237,500 Company Common Shares at CAD$0.3016 per share.

On September 12, 2016, RCF VI purchased 2,576,000 Company Common Shares at CAD$0.3261 per share.

On September 14, 2016, RCF VI purchased 1,530,000 Company Common Shares at CAD$0.3143 per share.

On September 15, 2016, RCF VI purchased 1,500,000 Company Common Shares at CAD$0.3100 per share.

On September 15, 2016, RCF VI purchased 800,000 Company Common Shares at CAD$0.3100 per share.

In December 2017, RCF VI entered into a Credit Agreement with the Company under which it lent USD$10,000,000 to the Company (the “Loan”). See Item 6 below.

In May 2018, RCF VI CAD entered into a subscription agreement with the Company to purchase 100,000,000 units at a purchase price of CAD$20,000,000. See Item 6 below.

Except as set forth herein, none of the Reporting Persons currently has any plans or proposals which relate to or would result in any of the actions or transactions specified in clauses (a) through (j) of Item 4 of Schedule 13D. Each of the Reporting Persons reserves the right to dispose of the securities of the Company or to formulate other purposes, plans or proposals regarding the Company or its securities to the extent deemed advisable in light of general investment policies, market conditions and other factors.

RCF VI: From September 15, 2016 through June 25, 2018, RCF VI beneficially owned 51,630,000 Common Shares of the Company for a total aggregate holding by the Reporting Persons of 51,630,000 Common Shares of the Company. Based on the foregoing and using 266,111,543 as the number of outstanding Common Shares of the Company, RCF VI may be deemed to have sole voting and dispositive power over, and therefore beneficial ownership of, 19.95% of the issued and outstanding Common Shares of the Company. Upon completion of the Offering (see Item 6), RCF VI will beneficially own 151,630,000 Common Shares of the Company. Based on the foregoing and using 366,111,543 as the number of outstanding Common Shares of the Company, after giving effect to the Offering RCF VI is expected to be deemed to have sole voting and dispositive power, and therefore beneficial ownership of, 41.4% of the issued and outstanding Common Shares of the Company. Upon completion of the Offering and assuming the exercise of all Warrants, RCF VI will beneficially own 201,630,000 Common Shares of the Company. Based on the foregoing and using 416,111,543 as the number of outstanding Common Shares of the Company, RCF VI is expected to be deemed to have sole voting and dispositive power, and therefore beneficial ownership of, 48.5% of the issued and outstanding Common Shares of the Company.

Associates VI: From September 15, 2016 through June 25, 2018, Associates VI may be deemed to have sole voting and dispositive power over, and therefore beneficial ownership of, 19.95% of the issued and outstanding Common Shares of the Company. Upon completion of the Offering and RCF VI Transfer (see Item 6), Associates VI may be deemed to have sole voting and dispositive power over, and therefore beneficial ownership of, 41.4% of the issued and outstanding Common Shares of the Company. Upon completion of the Offering and RCF VI Transfer assuming the exercise of all Warrants, Associates VI may be deemed to have sole voting and dispositive power over, and therefore beneficial ownership of, 48.5% of the issued and outstanding Common Shares of the Company.

RCA VI: From September 15, 2016 through June 25, 2018, RCA VI may be deemed to have sole voting and dispositive power over, and therefore beneficial ownership of, 19.95% of the issued and outstanding Common Shares of the Company. Upon completion of the Offering and the RCF VI Transfer (see Item 6), RCA VI may be deemed to have sole voting and dispositive power over, and therefore beneficial ownership of, 41.4% of the issued and outstanding Common Shares of the Company. Upon completion of the Offering and the RCF VI Transfer and assuming the exercise of all Warrants, RCA VI may be deemed to have sole voting and dispositive power over, and therefore beneficial ownership of, 48.5% of the issued and outstanding Common Shares of the Company.

December 2017 Transaction

RCF VI and the Company are current parties to an Investor Agreement dated December 21, 2017 (the “December Agreement”) entered into in conjunction with the Loan. The Loan is a non-convertible senior secured project loan in the amount of USD$10,000,000, with an interest rate of 8%, payable quarterly, and with a maturity date of January 31, 2019. The Loan is secured by a charge on the Company’s Prairie Creek property and contains customary affirmative and negative covenants and events of default. Proceeds from the Loan were to be utilized by the Company for the development of the Company’s Prairie Creek property. Under the December Agreement, RCF VI was granted a 90-day period of exclusivity to propose and negotiate an agreement concerning project financing sought by the Company. The December Agreement also granted RCF VI pro-rata participation rights and top-up rights on any equity financing of the Company for so long as RCF VI owns at least 10% of the Common Shares of the Company. Additionally, RCF VI received the right, for so long as RCF VI owns at least 10% of the Common Shares of the Company, to receive notice of and to participate pro-rata in any issuance by the Company of any convertible debt securities or other form of indebtedness, including establishing, selling, or creating any royalty, metal stream or similar arrangement, subject to exceptions for certain preexisting third party rights.

The December Agreement granted RCF VI the right to nominate a director to the board of the Company at any time while RCF VI owns at least 10% of the Common Shares of the Company. RCF VI has not exercised this right. Additionally, the December Agreement grants RCF VI observer rights over the general Board meetings of the Company as well the right to receive copies of all information, materials and documentation provided to the Board.

May 2018 Transactions

On May 14, 2018, RCF VI CAD LLC (“RCF VI CAD” and together with the Reporting Persons, “RCF”), a wholly owned subsidiary of RCF VI, entered into a subscription agreement with the Company (the “Subscription Agreement”) for the purchase of 100,000,000 units, each consisting of one Common Share and one-half of one Common Share purchase warrant (the “Warrants”), for a purchase price of CAD$20,000,000 (the “Offering”). Each Warrant will entitle the holder thereof to purchase one Common Share of the Company at an exercise price of CAD$0.25 per share until December 31, 2018. The closing of the Offering is subject to shareholder approval at the Company’s shareholder meeting, which is scheduled for June 27, 2018. The Company will use a portion of the proceeds from the Offering to repay the balance of the Loan, along with interest, fees and expenses of the Loan. Proceeds not so utilized will be used for the ongoing development of the Company’s Prairie Creek Project.

Concurrent with the closing of the Offering, RCF VI, RCF VI CAD and the Company will execute a new investor agreement (the “Amended Agreement”). The Amended Agreement extends the rights granted to RCF VI under the December Agreement to RCF VI CAD and imposes certain monthly reporting obligations on the Company.

Additionally, under the Amended Agreement, for as long as RCF collectively owns at least 10% of the Common Shares of the Company, RCF VI CAD shall have the right to nominate one director to the board of the Company. At any time when RCF collectively owns at least 20% of the Common Shares of the Company, RCF VI CAD shall have the right to nominate two directors to the board of the Company. RCF VI CAD shall have additional nomination rights in proportion to RCF’s ownership interest in the Common Shares of the Company. RCF VI CAD anticipates that it will nominate one person to the board of the Company prior to the end of 2018.

RCF VI anticipates that concurrent with the closing of the Offering, the shares currently held by RCF VI will be transferred to RCF VI CAD (the “RCF VI Transfer”). Upon closing of the Offering and the RCF VI transfer, RCF VI CAD is expected to own approximately 41.4% of the Common Shares of the Company or approximately 48.5% assuming exercise of all Warrants held.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

June 25, 2018

Exhibit 10.1

CREDIT AGREEMENT

DATED AS OF DECEMBER 21, 2017

Between:

CANADIAN ZINC CORPORATION
as Borrower

- and -

RESOURCE CAPITAL FUND VI L.P.
as Lender

CREDIT AGREEMENT

THIS AGREEMENT made as of the 21st day of December, 2017

BETWEEN:

CANADIAN ZINC CORPORATION, a corporation organized and existing under the laws of British Columbia

(hereinafter referred to as the “Borrower”)

AND:

RESOURCE CAPITAL FUND VI L.P.

(hereinafter referred to as the “Lender”)

WHEREAS the Borrower has requested, and the Lender has agreed, to establish a U.S. $10,000,000 senior secured bridge credit facility on and subject to the terms and conditions herein set forth.

NOW THEREFORE THIS CREDIT AGREEMENT WITNESSES that for good and valuable consideration, the receipt and sufficiency of which are acknowledged by each of the parties, the parties agree as follows:

ARTICLE 1

INTERPRETATION

Definitions

“Advance” means an advance of the Facility contemplated herein;

“Affiliate” has the meaning given thereto in the Securities Act;

“Agreement”, “this Agreement”, “hereto”, “hereby”, “hereunder”, “hereof”, “herein” and similar expressions refer to this credit agreement and not to any particular Article, section, subsection, paragraph, clause, subdivision or other portion hereof, and include any and every supplemental Agreement; and the expressions “Article”, “Section”, “subsection” and “paragraph” followed by a number mean and refer to the specified Article, section, subsection or paragraph of this Agreement;

“Amount” or “Amount Payable” includes the principal amount advanced or deemed to be advanced and any other amount payable hereunder or under any of the Facility Document;

“Applicable Law” means, at any time, with respect to any Person, property, transaction, event or other matter, as applicable, all laws, rules, statutes, regulations, treaties, orders, judgments and decrees, and all official requests, directives, rules, guidelines, orders, policies, practices and other requirements of any Governmental Authority relating or applicable at such time to such Person, property, transaction, event or other matter, and also includes any interpretation thereof by any Person having jurisdiction over it or charged with its administration or interpretation;

“Applicable Securities Legislation” means all applicable securities laws of each of the Reporting Jurisdictions and the respective rules and regulations under such laws together with applicable published fee schedules, prescribed forms, policy statements, national or multilateral instruments, orders, blanket rulings and other applicable regulatory instruments of the securities regulatory authorities in any of the Reporting Jurisdictions and such other jurisdictions as may be agreed to between the Borrower and the Lender;

“Authorization” means any consent, order, permit, grant, right, privilege, authorization, approval, registration, filing, resolution, lodgement, agreement, notarization, certificate, judgment, writ, injunction, award, decree, demand, permission, licence, title, mineral right, right of occupancy, approval, authority, concession, lease or exemption from, by or with a Government Authority or from any Person in connection with easements, contractual rights or other related matters;

“Budget” means the cost budget detailing the hard and soft costs associated with the development and construction of the Project and all related improvements, as approved by the board of directors of the Borrower and by the Lender, and as may be updated from time to time pursuant to this Agreement;

“Business Day” means any day other than Saturday, Sunday or a statutory holiday when banks are not open in Denver, Colorado or Vancouver, British Columbia;

“Capital Lease” means, with respect to a Person, a lease or other arrangement in respect of real or personal property that is required to be classified and accounted for as a capital lease obligation on a balance sheet of the Person in accordance with IFRS;

“Capital Lease Obligation” means, with respect to a Person, the obligation of the Person to pay rent or other amounts under a Capital Lease and for the purposes of this definition, the amount of such obligation at any date shall be the capitalized amount of such obligation at such date as determined in accordance with IFRS;

“Change of Control” means the occurrence of any of the following events:

“Closing Date” means the date of the first Advance made pursuant to the terms of this Agreement;

“Commitment” means the Advances to be made by the Lender to the Borrower in the principal amount of up to Ten Million U.S. Dollars (U.S. $10,000,000) in accordance with this Agreement;

“Constating Documents” means (i) with respect to a corporation, its articles of incorporation, amalgamation or continuance, or constitution, or other similar documents by which it is established under its governing corporate legislation as a corporation, and its by-laws, if any, and (ii) with respect to any other Person which is an artificial body other than a corporation, the organization and governance documents of such Person; in each case as amended and supplemented from time to time;

“Contingent Liabilities” means, with respect to a Person, any agreement, undertaking or arrangement by which the Person guarantees, endorses or otherwise becomes or is contingently liable upon (by direct or indirect agreement, contingent or other, to provide funds for payment, to supply funds to, or otherwise to invest in a debtor, or otherwise to assure a creditor against loss) the obligation, debt or other liability of any other Person or guarantees the payment of dividends or other distributions upon the shares of any Person. The amount of any contingent liability will, subject to any limitation contained therein, be deemed to be the outstanding principal amount (or maximum principal amount, if larger) of the obligation, debt or other liability to which the contingent liability is related;

“Default” means an Event of Default or any event or circumstance specified in Section 8.1 hereof which would (with the expiry of a grace period, the giving of notice, the making of any determination or any combination of any of the foregoing) be an Event of Default;

“Disclosure Record” means all information circulars, prospectuses (including preliminary prospectuses), annual information forms, offering memoranda, financial statements, material change reports and news releases filed by the Borrower with the Exchange and all securities regulatory authorities in each Reporting Jurisdiction during the 24 months preceding the date hereof;

“Environmental Laws” means all federal, provincial, state, municipal, county, local and other laws, statutes, codes, ordinances, by-laws, rules, regulations, policies, guidelines, certificates, approvals, permits, consents, directions, standards, judgments, orders and other Authorizations, as well as common law, civil law and other jurisprudence or authority, in each case, domestic or foreign, having the force of law at any time relating in whole or in part to any Environmental Matters and any permit, order, direction, certificate, approval, consent, registration, licence or other Authorization of any kind held or required to be held in connection with any Environmental Matters;

“Environmental Matters” means:

“Event of Default” has the meaning attributed to such term in Section 8.1 hereof;

“Exchange” means the Toronto Stock Exchange and each successor thereto;

“Facility” has the meaning attributed to such term in Section 2.1 hereof;

“Facility Documents” means this Agreement, the Security Documents and all other certificates, instruments, notices and documents delivered or to be delivered by the Borrower hereunder or thereunder specifically designated as a “Facility Document” by the Borrower and the Lender, each as amended, modified, supplemented, restated or replaced from time to time;

“Facility Indebtedness” means all present and future debts, liabilities and obligations of the Borrower and the Guarantors to the Lender under and in connection with this Agreement and all other Facility Documents, including all fees and other money payable or owing from time to time pursuant to the terms of this Agreement or any of the Facility Documents;

“Financial Instrument Obligations” means, with respect to any Person, obligations arising under:

or any other similar transaction, including any option to enter into any of the foregoing, or any combination of the foregoing, in each case to the extent of the net amount due or accruing due by the Person under the obligations determined by marking the obligations to market in accordance with their terms;

“Governmental Authority” means each national, state, provincial, county, municipal or other such governmental or public authority, including their authorized administrative bodies, courts, tribunals, commissions and agents, which have legal jurisdiction over a Person or a matter relevant to this Agreement;

“Hazardous Materials” has the meaning attributed to such term in Section 6.1(aa) hereof;

“IFRS” means international financial reporting standards, approved by the International Accounting Standards Board or any successor thereto (“IASB”), as at the date on which any calculation or determination is required to be made, provided that, in accordance with such international financial reporting standards, where the IASB includes a recommendation concerning the treatment of any accounting matter, such recommendation shall be regarded as the only international financing reporting standard;

“Indebtedness” means, with respect to a Person, without duplication:

“Indemnified Parties” has the meaning attributed to such term in Section 10.1 hereof;

“Investor Agreement” means the investor agreement dated on or about the date of this Agreement between the Borrower and the Lender in connection with certain corporate oversight rights of the Lender and certain rights of first refusal of the Lender on potential financings of the Borrower;

“Material Adverse Effect” means, when used with reference to any event or circumstance, any event or circumstance which has had, or could reasonably be expected to have, a material adverse effect on:

“Material Contract” means any contract to which the Borrower is a party which contains terms and conditions which, if amended or upon breach, termination, non-renewal or non-performance thereof, could reasonably be expected to have a Material Adverse Effect or a Project Material Adverse Effect, and any contract that relates to the construction, implementation, development, acquisition, expansion or processing of the Project;

“Maturity Date” means the later of January 31, 2019 and the date falling on the first anniversary of the Closing Date;

“OFAC” means The Office of Foreign Assets Control of the U.S. Department of the Treasury;

“Obligations” means, without duplication, with respect to a Person, all items which, in accordance with IFRS, would be included as liabilities on the liability side of the balance sheet of the Person and all Contingent Liabilities of the Person;

“Patriot Act” means the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001));

“Permitted Disposal” means any sale, lease, license, transfer or other disposal:

“Permitted Encumbrances” means with respect to the Borrower:

“Permitted Indebtedness” means:

“Person” means any individual, partnership, limited partnership, joint venture, syndicate, sole proprietorship, or corporation with or without share capital, body corporate, unincorporated association, trust, trustee, executor, administrator or other legal personal representative, government or Governmental Authority or entity, however designated or constituted;

“PPSA” means the Personal Property Securities Act (British Columbia);

“Project” means the Prairie Creek advanced-staged zinc-lead-silver mine of the Borrower located adjacent to the Nahanni National Park Reserve in the Northwest Territories of Canada;

“Project Material Adverse Effect” means, when used with reference to any event or circumstance, any event or circumstance which has had, or could reasonably be expected to have, a material adverse effect on the development, construction, improvement or process of the Project, including in respect of any infrastructure related to the Project or the access to or egress from the Project;

“Relevant Jurisdiction” means, from time to time, any jurisdiction in which the Borrower has material property or assets, or in which it carries on material business and, for the purposes of this Agreement, includes British Columbia, Canada and the Northwest Territories, Canada;

“Reporting Jurisdictions” means all of the jurisdictions in which the Borrower is a “reporting issuer”;

“Sanctioned Entity” means a country or a government of a country, an agency of the government of a country, an organization directly or indirectly controlled by a country or its government, or a Person resident in a country, in each case, that is subject to a country sanctions program administered and enforced by OFAC;

“Sanctioned Person” means a person named on the list of Specially Designated Nationals maintained by OFAC;

“Secured Assets” means the undertaking, properties and assets now owned, leased or hereafter acquired or leased by the Borrower secured by the Security Documents;

“Securities Act” means the Securities Act (British Columbia);

“Security Documents” means, collectively, the agreements, instruments and documents listed in Schedule A hereto and delivered pursuant to Article 4 of this Agreement;

“Security Interest” means any security interest, assignment by way of security, mortgage, charge (whether fixed or floating), hypothec, deposit arrangement, pledge, lien encumbrance, preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever, and includes any other “Security Interest” as defined in section 12 of the PPSA;

“Subsidiary” has the meaning attributed to such term in the Business Corporations Act (British Columbia);

“Taxes” means all present or future taxes, assessments, rates, levies, imposts, deductions, withholdings, dues, duties, fees and other charges of any nature, including any interest, fines, penalties or other liabilities with respect thereto, imposed, levied, collected, withheld or assessed by any Governmental Authority (of any jurisdiction), and whether disputed or not; and

“Voting Shares” means shares of capital stock of any class of any corporation carrying voting rights under all circumstances, provided that for the purposes of such definition, shares which only carry the right to vote conditionally on the happening of any event shall not be considered Voting Shares, whether or not such event shall have occurred, nor shall any shares be deemed to cease to be Voting Shares solely by reason of a right to vote accruing to shares of another class or classes by reason of the happening of such event.

Interpretation Not Affected by Headings

Statute References

Currency

Non-Business Days

Governing Law

Paramountcy

Enurement

ARTICLE 2

THE FACILITY

The Facility

Non-Revolvement

Notice of Borrowing

Term

Use of Proceeds

Interest

Administrative Matters Re: Payments

Record of Payments

ARTICLE 3

PREPAYMENT

Voluntary Prepayment

Prepayment on Change of Control

ARTICLE 4

SECURITY

Security Documents

Registration of the Security

After Acquired Property and Further Assurances

ARTICLE 5

CONDITIONS PRECEDENT

Conditions Precedent to first Advance

failing which the Lender shall have no further obligation to the Borrower hereunder and the Borrower shall promptly thereafter pay to the Lender all outstanding fees and expenses reasonably incurred by the Lender in connection with this Agreement.

Conditions Precedent to Subsequent Advances

Waiver

ARTICLE 6

REPRESENTATIONS AND WARRANTIES

Representations and Warranties of the Borrower

Acknowledgement

Survival and Inclusion

ARTICLE 7

COVENANTS OF THE BORROWER

General Covenants

Negative Covenants of the Borrower

Continued Listing

Lender’s Fees and Expenses

Continuous Disclosure Obligations and Publicity

Additional Amounts; Tax Gross-Up

Further Assurances

Lender May Perform Covenants

ARTICLE 8

DEFAULT AND ENFORCEMENT

Events of Default

Acceleration on Default

Waiver of Default

Enforcement by the Lender

Application of Moneys

Persons Dealing with Lender

Lender Appointed Attorney

Remedies Cumulative

ARTICLE 9

NOTICES

Notice to the Borrower

Suite 1710, 650 West Georgia Street

PO Box 11644

Vancouver, British Columbia

Canada V6B 4N9

Fax: 604 688 2043

and shall be deemed to have been given on the date of personal delivery, when sent by email or when sent by facsimile transmission if so delivered or sent prior to 5:00 pm (Vancouver time) on a Business Day and otherwise on the next Business Day, or on the fifth (5^th) Business Day after such letter has been mailed, as the case may be. The Borrower may from time to time notify the Lender of a change in address which thereafter, until changed by further notice, shall be the address of the Borrower for all purposes of this Agreement.

Notice to the Lender

1400 Sixteenth Street, Suite 200

Denver, Colorado

80202 United States of America

Fax: 720 946 1450

and shall be deemed to have been given on the date of delivery personally or by facsimile transmission if so delivered prior to 5:00 p.m. (Denver time) on a Business Day and otherwise on the next Business Day or on the fifth (5^th) Business Day after such letter has been mailed, as the case may be. The Lender may from time to time notify the Borrower of a change in address which thereafter, until changed by further notice, shall be the address of the Lender for all purposes of this Agreement.

Waiver of Notice

ARTICLE 10

INDEMNITIES

General Indemnity

Environmental Indemnity

The foregoing provisions of this Section do not apply in any circumstances where any Indemnified Party was grossly negligent or acted with wilful misconduct in relation to their obligations hereunder or otherwise in connection with or under this Agreement and the Facility Documents. For purposes of this Section, “liability” shall include (a) liability of an Indemnified Party for costs and expenses of abatement and remediation of spills and releases of contaminants, (b) liability of an Indemnified Party to a third party to reimburse the third party for bodily injuries, property damages and other injuries or damages which the third party suffers, including (to the extent, if any, that the Indemnified Party is liable therefor) foreseeable and unforeseeable consequential damages suffered by the third party, (c) liability of the Indemnified Party for damage suffered by the third party, (d) liability of an Indemnified Party for damage to or impairment of the environment and (e) liability of an Indemnified Party for court costs, expenses of alternative dispute resolution proceedings, and fees and disbursements of expert consultants and legal counsel on a solicitor and client basis.

Currency Indemnity

Action by Lender to Protect Interests

Waiver of Right to Counsel

and hereby waives all claims, demands, losses, actions, causes of action, costs, charges, expenses, damages and liabilities whatsoever arising in connection with such party’s decision to engage or not to engage the assistance of its legal counsel at any time in preparing, negotiating or entering into this Agreement and the other Facility Documents.

ARTICLE 11

MISCELLANEOUS

Amendments and Waivers

No Waiver; Remedies Cumulative

Survival

Benefits of Agreement

Binding Effect; Assignment; Syndication

Entire Agreement

Payments Set Aside

Severability

Counterparts and facsimile

[remainder of page intentionally left blank]

IN WITNESS WHEREOF the parties hereto have executed this Agreement under the hands of their proper officers duly authorized in that behalf.

The Lender

RESOURCE CAPITAL FUND VI L.P.

By RESOURCE CAPITAL ASSOCIATES VI L.P.,

its General Partner,

By RCA VI GP LTD.,

its General Partner

The Borrower

CANADIAN ZINC CORPORATION

[signature page to the Credit Agreement]

IN WITNESS WHEREOF the parties hereto have executed this Agreement under the hands of their proper officers duly authorized in that behalf.

The Lender

RESOURCE CAPITAL FUND VI L.P.

By RESOURCE CAPITAL ASSOCIATES VI L.P.,

its General Partner,

By RCA VI GP LTD.,

its General Partner

The Borrower

CANADIAN ZINC CORPORATION

Per:
	Authorized Signatory

[signature page to the Credit Agreement] 

SCHEDULE A

SECURITY DOCUMENTS

The Security Documents shall include a mortgage, charge and security agreement of the Borrower (including security over the tenures and mineral rights of the Borrower at the Project), pursuant to which the Borrower shall grant to and in favour of the Lender a first priority security interest over all of its present and after-acquired personal property (including its interests in Paragon Minerals Corporation and Messina Minerals Inc.), subject only to Permitted Encumbrances.

SCHEDULE 6.1(J)

Part A

MV2008D0014 - Minesite Land Use Permit

MV2008L2-0002 - Mine Operations Type "A" Amended Water Licence

MV2008L2-0002 - Security Deposit Receipt

MV2012F0007 - Winter Road Land Use Permit

MV2012L1-0005 - Winter Road Water Licence

MV2008T0012 - Liard Transfer Facility Land Use Permit

Parks Canada - 2012 L001 Winter Road Land Use Permit including Tetcela Transfer Facility

Parks Canada - 2012 W001 Winter Road Water License

MV2001L2-0003 - Mine Site UG Decline Type "B" Water Licence – Amended

MV2012C0008 - UG Decline Land Use Permit – Extension

MV2013C0002 - Exploration Diamond Drilling Land Use Permit

MINING LEASES 2854, 2931, 2932, 2933, 3313, 3314, 3315, 3338, 5113, 5114, 5115, 5116 issued pursuant to the Northwest Territories Mining Regulations

SURFACE LEASES 95F/10-7-4 and 95F/10-5-5 between Her Majesty the Queen in Right of Canada.

Part B

New LUP MV2014F0013 and associated Class ‘B’ Water Licence MV2014L8-0006 for Prairie Creek Mine All Season Road Permit submitted to MVLWB April 26, 2014 and now registered under MV2014F0013 was subsequently referred to EA1415- 01[2014] under the MVRB: On September 12, 2017, the Mackenzie Valley Environmental Impact Review Board (“MVRB” or the “Review Board”) recommended approval of Canadian Zinc’s Prairie Creek all season road project for the Prairie Creek Mine, issued its Report of Environmental Assessment and Reasons for Decision (the “EA Report”) and submitted the Report to the Federal Minister of Crown-Indigenous Relations and Northern Affairs. The Review Board recommends the approval of the Prairie Creek all season road be made subject to implementation of the measures described in the Report, which it considers are necessary to prevent significant adverse impacts on the environment and local people.

The EA Report was forwarded to the Federal Minister of Crown-Indigenous Relations and Northern Affairs, on September 12, 2017 with a recommendation that the development be approved, subject to the measures described in the Report. The Mackenzie Valley Resource Management Act provides that after considering the report of an environmental assessment, the federal Minister and the responsible ministers to whom the report was distributed may agree to adopt the recommendation or refer it back to the Review Board for further consideration or, after consulting the Review Board, adopt the recommendation with modifications, or reject it and order an environmental impact review of the proposal. Under the Act, the Minister is required to distribute a decision within five months of receipt of the report.

The regulatory phase, conducted by the Mackenzie Valley Land and Water Board with input from territorial and federal agencies, is the next permitting stage in which the road permit is issued by the Water Board and by Parks Canada. This permit is expected to include the recommended measures included in the EA Report.

Application to Mackenzie Valley Land and Water Board, November 13,2017, for an Extension of Mine Operations Type A Water Licence MV2008L2-0002, Prairie Creek Mine; currently under review.

Application to the Mackenzie Valley Land and Water Board, November 13,2017, for an amendment to change zinc limits in Exploration Water Licence MV2001L2-0003, Prairie Creek Mine. : CZN received an Information Request from MVLWB dated November 17, 2017 and subsequent email of November 24, 2017 to which CZN submitted information on December 5, 2017. Currently under review.

Application to the Mackenzie Valley Land and Water Board, November 13, 2017, for an Extension of Winter Road Land Use Permit MV2012F007, Prairie Creek Mine: MVLWB distributed to parties for comments and CZN submitting comments by December 20, 2017.

December 5, 2017 Email request to Parks Canada requesting direction about how to proceed with a Winter Road 2 year extension to 2012 L001 LUP and 2012 W001 Water licence: currently under discussion.

Exhibit 10.2

INVESTOR AGREEMENT

THIS AGREEMENT made as of the 21st day of December, 2017

BETWEEN:

CANADIAN ZINC CORPORATION, a corporation organized and existing under the laws of British Columbia

(hereinafter referred to as the “Company”)

AND:

RESOURCE CAPITAL FUND VI L.P.

(hereinafter referred to as the “Investor”)

WHEREAS the Investor holds 51,630,000 common shares of the Company, representing approximately 19.4% of its issued and outstanding shares.

AND WHEREAS the Investor has agreed to establish a U.S. $10,000,000 senior secured bridge credit facility pursuant to a credit agreement dated on or about the date of this Agreement between the Company as borrower and the Investor as lender (the “Credit Agreement”).

AND WHEREAS the Investor has requested the exclusive right, in priority to any other potential financiers, to propose a preferential offer of financing in respect of the construction and development of the Project and the Company has agreed to grant the Investor certain rights in respect of potential financings of the Company and certain oversight rights in respect of the management and affairs of the Company, on the terms and conditions herein set forth.

NOW THEREFORE THIS AGREEMENT WITNESSES that for good and valuable consideration, the receipt and sufficiency of which are acknowledged by each of the parties, the parties agree as follows:

In this Agreement, unless there is something in the subject matter or context inconsistent therewith:

“Affiliate” has the meaning given thereto in the Securities Act;

“Applicable Law” means, at any time, with respect to any Person, property, transaction, event or other matter, as applicable, all laws, rules, statutes, regulations, treaties, orders, judgments and decrees, and all official requests, directives, rules, guidelines, orders, policies, practices and other requirements of any Governmental Authority relating or applicable at such time to such Person, property, transaction, event or other matter, and also includes any interpretation thereof by any Person having jurisdiction over it or charged with its administration or interpretation;

“Board” means the board of directors of the Company, as duly appointed from time to time;

“Business Day” means any day other than Saturday, Sunday or a statutory holiday when banks are not open in Denver, Colorado or Vancouver, British Columbia;

“Director” means a director of the Company for the time being and reference to action by the Directors means action by the directors as a board or action by a committee of the Board as a committee;

“Equity Financing” means any proposed issuance of Equity Securities, directly or indirectly, for cash or cash equivalents, by the Company after the date of this Agreement;

“Equity Securities” means, with respect to the Company, any and all shares, interests, participations, rights in, or other equivalents (however designated and whether voting and non-voting) of, the Company’s capital, whether outstanding on the date hereof or issued after the date hereof, including any rights, warrants, options or other rights exchangeable for or convertible into any of the foregoing;

“Exchange” means the Toronto Stock Exchange and each successor thereto;

“Governmental Authority” means each national, state, provincial, county, municipal or other such governmental or public authority, including their authorized administrative bodies, courts, tribunals, commissions and agents, which have legal jurisdiction over a Person or a matter relevant to this Agreement;

“Investor’s Percentage” means the percentage calculated by multiplying 100 by a fraction, the numerator of which is the total amount of the outstanding common shares of the Company held by the Investor, its Affiliates and its Related Parties, and the denominator of which is the total outstanding common shares of the Company;

“Person” means any individual, partnership, limited partnership, joint venture, syndicate, sole proprietorship, or corporation with or without share capital, body corporate, unincorporated association, trust, trustee, executor, administrator or other legal personal representative, government or Governmental Authority or entity, however designated or constituted;

“Project” means the Prairie Creek advanced-staged zinc-lead-silver mine of the Company located in the Northwest Territories of Canada;

“Project Financing” means indebtedness or other financing in respect of the construction, development or improvement of the Project;

“Related Party” means, with respect to the Investor, any fund or Person that is a direct or indirect investor in the Investor or its Affiliates, any Person that is managed by the same investment advisor(s) as the Investor or its Affiliates, any trust of which the Investor or any of its Affiliates is a trustee, any partnership of which the Investor or any of its Affiliates is a partner and any trust, fund or other entity which is managed by, or is under the control of, the Investor or any of its Affiliates;

“Securities Act” means the Securities Act (British Columbia); and

“Subsidiary” has the meaning attributed to such term in the Business Corporations Act (British Columbia).

The division of this Agreement into articles, sections, subsections and paragraphs, the provision of a table of contents and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement.

The Company hereby represents and warrants to the Investor as of the date hereof that:

The Company hereby agrees to grant the Investor the exclusive right, in priority to any party other than the Investor (or its Affiliates), for a period of ninety (90) days from the date of this Agreement, to propose, negotiate and enter into an agreement in respect of Project Financing with the Borrower and further agrees not to solicit, negotiate or enter into any agreement, arrangement or understanding in respect of any Project Financing with any party other than the Investor (or its Affiliates) during such ninety (90) day period, provided that the Company may discuss Project Financing during such period with prospective creditors who comprise established commercial lenders considering the provision of indebtedness to the Company in respect of the construction, development or improvement of the Project.

Subject to compliance with Applicable Law, including, if required, the approval of the Exchange, from and after the date of this Agreement and for so long as the Investor’s Percentage is at least 10%, the Investor shall have the following rights in respect of any Equity Financing:

If the Company intends or proposes to, or enters into documentation purporting to issue or authorize an Equity Financing, then in each case:

and the Company shall call and hold a meeting of its shareholders to consider the subscription and issuance of the balance of the Equity Securities in such Equity Financing as soon as reasonably practicable and in any event within sixty (60) days after the date that the Company is advised that it will require shareholder approval. In connection with such meeting of shareholders (or any adjournment or postponement thereof), unless inconsistent with the fiduciary duties of the Board, management of the Company shall recommend in writing that shareholders vote in favour of such equity issuance to the Investor and shall vote their common shares in the Company in respect of which management is granted a discretionary proxy in favour of such equity issuance to the Investor. If shareholder approval for such issuance is obtained, the Company will issue to the Investor the remaining Equity Securities in such Equity Financing on the Business Day following receipt of such shareholder approval. If, however, shareholder approval for the issuance of Equity Securities in such Equity Financing is not obtained at such meeting, the Company shall not issue any such Equity Securities to the Investor; and

For greater certainty and notwithstanding anything to the contrary contained in this Agreement, the participation rights of the Investor under this paragraph 5 or otherwise will not apply to the issuance by the Company of Equity Securities (A) pursuant to the Company’s stock option plan or other compensation plans for employees, consultants, officers or directors of the Company and its Affiliates (including the issuance of options, restricted stock, restricted share units, restricted stock units, performance share units, deferred share units and any securities issued on exercise, vesting or settlement thereof), (B) in respect of securities issued or made issuable in connection with bona fide acquisitions by the Company, (C) the conversion or exchange of any Equity Securities of the Company into common shares of the Company, or the exercise of any warrants or other rights to acquire common shares of the Company, or (D) in respect of securities issued or made issuable pursuant to or in connection with a rights offering or similar transaction, in all cases subject to the terms of the Credit Agreement.

Without limiting the rights of the Investor under paragraph 4 above, if, at any time while any obligations are outstanding or remains available under the Credit Agreement or while the Investor’s Percentage is at least 10%, the Company intends or proposes to issue any convertible debt securities, or enters into documentation purporting to create, incur or assume any Indebtedness (as defined in the Credit Agreement or, if the Credit Agreement is of no force and effect, as imported into this Agreement from the Credit Agreement with the same meaning as set out in the Credit Agreement immediately prior to its termination), including in respect of any Project Financing, or establish, sell, or create any royalty, metal stream or similar arrangement (in each case, other than Permitted Indebtedness (as defined in the Credit Agreement or, if the Credit Agreement is of no force and effect, as imported into this Agreement from the Credit Agreement with the same meaning as set out in the Credit Agreement immediately prior to its termination)) to any Person other than the Investor (any such transaction, a “Debt or Royalty Financing”), then in each case:

For the avoidance of doubt, in no way shall the determination by the Investor of any offer or right of participation in any Debt or Royalty Financing, or the Investor’s rejection or acceptance of the same, constitute a consent by the Investor to the entry into such financing by the Company under or in connection with the Credit Agreement (or any successor agreement thereto or any other financing arrangement involving the Investor and the Company), which consent shall, if required under the Credit Agreement (or any successor agreement thereto or any other financing arrangement involving the Investor and the Company), require a separate process between the Company and the Investor pursuant to the terms thereof, including in respect of any subordination, postponement, priority or inter-creditor terms that may be required with any other Person.

The Company covenants with the Investor as follows:

The Company shall (and shall ensure that its Subsidiaries shall) from time to time, as may be reasonably required by the Investor, execute and deliver such further and other documents and do all matters and things which are necessary to carry out the intention and provisions of this Agreement.

To the extent that the Credit Agreement then remains in force and effect, the Company acknowledges and agrees that a breach of any of the terms of this Agreement shall constitute an Event of Default under (and as defined in) the Credit Agreement, entitling the Investor to all of its rights and remedies thereafter pursuant to the terms of the Credit Agreement. Without limiting the foregoing sentence, upon any breach by the Company of any of its obligations under this Agreement, the Investor may enforce all rights and remedies then available to it under Applicable Law.

Any notice to the Company under the provisions of this Agreement shall be valid and effective if delivered personally, by courier or by email to or, if given by registered mail, postage prepaid, addressed to, the Company at:

Suite 1710, 650 West Georgia Street

PO Box 11644

Vancouver, British Columbia

Canada V6B 4N9

Fax: 604 688 2043

and shall be deemed to have been given on the date of personal delivery, when sent by email or when sent by facsimile transmission if so delivered or sent prior to 5:00 pm (Vancouver time) on a Business Day and otherwise on the next Business Day, or on the fifth (5^th) Business Day after such letter has been mailed, as the case may be. The Company may from time to time notify the Investor of a change in address which thereafter, until changed by further notice, shall be the address of the Company for all purposes of this Agreement.

Any notice to the Investor under the provisions of this Agreement shall be valid and effective if delivered personally, by courier or by facsimile transmission to or, if given by registered mail, postage prepaid, addressed to the Investor at its principal office at:

1400 Sixteenth Street, Suite 200

Denver, Colorado

80202 United States of America

Fax: 720 946 1450

and shall be deemed to have been given on the date of delivery personally or by facsimile transmission if so delivered prior to 5:00 p.m. (Denver time) on a Business Day and otherwise on the next Business Day or on the fifth (5^th) Business Day after such letter has been mailed, as the case may be. The Investor may from time to time notify the Company of a change in address which thereafter, until changed by further notice, shall be the address of the Investor for all purposes of this Agreement.

Each of the parties hereto acknowledges, agrees and declares that it:

and hereby waives all claims, demands, losses, actions, causes of action, costs, charges, expenses, damages and liabilities whatsoever arising in connection with such party’s decision to engage or not to engage the assistance of its legal counsel at any time in preparing, negotiating or entering into this Agreement.

No amendment to any provision of this Agreement shall be effective unless it is in writing and has been signed by the Investor and the Company, and no waiver of any provision of this Agreement, or consent to any departure by the Company therefrom, shall be effective unless it is in writing and has been signed by the Investor. Any such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

No failure on the part of the Investor to exercise, and no delay in exercising, any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, remedy, power or privilege preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

This Agreement shall continue in full force and effect until the later of:

This Agreement shall become effective when it shall have been executed by the parties hereto and thereafter shall be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns. The Company shall not have the right to assign its rights and obligations hereunder or any interest herein without the prior written consent of the Investor, which may be withheld in the Investor’s sole discretion. The Investor shall not have the right to sell, assign or transfer all or any portion of the Investor’s interests, rights and obligations hereunder or any interest herein without the prior written consent of the Company, save that the Investor may sell, assign or transfer all or any portion of its interests, rights and obligations hereunder at any time to any Affiliate or Related Party of the Investor, upon notice to, but without the consent of, the Company; the Company shall, from time to time upon request of the Investor, enter into such amendments to this Agreement and execute and deliver such other documents as shall be necessary to effect any such assignment and the Company acknowledges and agrees that the Investor is authorized to disclose to any permitted assignee or prospective permitted assignee hereunder any and all financial and other information concerning the Company and its assets and any other transactions contemplated herein, whether received by the Investor or derivative thereof, in connection with this Agreement, so long as the recipient thereof agrees not to disclose any confidential, non-public information to any person other than its employees, accountants, legal counsel or other representatives, unless required by Applicable Law.

This Agreement shall be governed by, construed and enforced in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein and shall be treated in all respects as a British Columbia contract. The Company hereby irrevocably attorns to the non-exclusive jurisdiction of the Courts of the Province of British Columbia in the City of Vancouver and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any Court of the Province of British Columbia.

This Agreement shall be binding upon and shall enure to the benefit of the Company and the Investor and their respective permitted successors and assigns.

This Agreement reflect the entire agreement between the parties hereto with respect to the matters set forth herein and therein and supersede any prior agreements, commitments, drafts, communication, discussions and understandings, oral or written, with respect thereto, including but not limited to any term sheet entered into between any of the parties thereto.

Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under all Applicable Laws. If, however, any provision of this Agreement shall be prohibited by or invalid under any such law in any jurisdiction, it shall, as to such jurisdiction, be deemed modified to conform to the minimum requirements of such law, or, if for any reason it is not deemed so modified, it shall be ineffective and invalid only to the extent of such prohibition or invalidity without affecting the remaining provisions of this Agreement, or the validity or effectiveness of such provision in any other jurisdiction.

This Agreement may be executed in counterparts and by electronic transmission of an authorized signature and each such counterpart shall be deemed to form part of one and the same document.

[remainder of page intentionally left blank]

IN WITNESS WHEREOF the parties hereto have executed this Agreement under the hands of their proper officers duly authorized in that behalf.

The Investor

RESOURCE CAPITAL FUND VI L.P.

By RESOURCE CAPITAL ASSOCIATES VI L.P.,

its General Partner,

By RCA VI GP Ltd., CHP

its General Partner

The Company

CANADIAN ZINC CORPORATION

[signature page to the Investor Agreement]

IN WITNESS WHEREOF the parties hereto have executed this Agreement under the hands of their proper officers duly authorized in that behalf.

The Investor

RESOURCE CAPITAL FUND VI L.P.

By RESOURCE CAPITAL ASSOCIATES VI L.P.,

its General Partner,

By RESOURCE CAPITAL ASSOCIATES VI L.P.,

its General Partner

The Company

CANADIAN ZINC CORPORATION

Per:
	Authorized: Signatory

[signature page to the Investor Agreement]

Exhibit 10.3

SUBSCRIPTION AGREEMENT

CANADIAN ZINC CORPORATION

- and -

RCF VI CAD LLC

May 14, 2018

TABLE OF CONTENTS

Schedule A – Representation Letter

Schedule B – Registration and Delivery Instructions

Schedule C – Investor Information

Schedule D – Form of Warrant Certificate

Schedule E – Form of Amended and Restated Investor Agreement

Schedule F – Form of Legal Opinion

SUBSCRIPTION AGREEMENT

THIS AGREEMENT made the 14 day of May, 2018

BETWEEN:

RCF VI CAD LLC, a Delaware limited liability company

(hereinafter referred to as the “Investor”),

- and -

CANADIAN ZINC CORPORATION, a corporation organised and existing under the laws of British Columbia,

(hereinafter referred to as the “Company”).

WHEREAS the Company has agreed to issue to the Investor, and the Investor has agreed to purchase from the Company, 100,000,000 units (“Units”) of the Company at a subscription price of $0.20 per Unit for an aggregate purchase price of $20,000,000 (the “Purchase Price”), in reliance upon the representations, warranties and covenants contained herein;

AND WHEREAS each Unit will consist of one common share in the capital of the Company and one-half of one transferable common share purchase warrant. Each whole common share purchase warrant will entitle the Subscriber to purchase an additional common share in the capital of the Company at any time up to December 31, 2018 at a price of $0.25 per common share (the “Exercise Price”);

NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the respective covenants and agreements of the parties hereinafter contained and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each party), the parties agree as follows:

Article 1
INTERPRETATION

For the purposes of this Agreement (including the recitals and the Schedules hereto), unless the context otherwise requires, the following terms shall have the respective meanings set out below and grammatical variations of such terms shall have corresponding meanings:

“Act” means the Business Corporations Act (British Columbia);

“Amended and Restated Investor Agreement” means the amended and restated investor agreement between the Company and the Investor in the form attached as Schedule E, to be entered into on Closing;

“Applicable Law” means, at any time, with respect to any Person, property, transaction, event or other matter, as applicable, all laws, rules, statutes, regulations, treaties, orders, judgments and decrees, and all official requests, directives, rules, guidelines, orders, policies, practices and other requirements of any Governmental Authority relating or applicable at such time to such Person, property, transaction, event or other matter, and also includes any interpretation thereof by any Person having jurisdiction over it or charged with its administration or interpretation;

“Applicable Securities Legislation” means all applicable securities laws of each of the Reporting Jurisdictions and the respective rules and regulations under such laws together with applicable published fee schedules, prescribed forms, policy statements, national or multilateral instruments, orders, blanket rulings and other applicable regulatory instruments of the securities regulatory authorities in any of the Reporting Jurisdictions;

“Authorization” means any consent, order, permit, grant, right, privilege, authorization, approval, registration, filing, resolution, lodgement, agreement, notarization, certificate, judgment, writ, injunction, award, decree, demand, permission, licence, title, mineral right, right of occupancy, approval, authority, concession, lease or exemption from, by or with a Government Authority or from any Person in connection with easements, contractual rights or other related matters;

“Board” means the board of directors of the Company;

“Bridge Loan Agreement” means the credit agreement dated December 21, 2017 between the Company and RCF;

“Bridge Loan Facility” means the loan contemplated by the Bridge Loan Agreement;

“Business Day” means any day other than Saturday, Sunday or a statutory holiday when banks are not open in Denver, Colorado or Vancouver, British Columbia;

“Cash Component” means the Net Proceeds less the outstanding balance due to RCF under the Bridge Loan Agreement (including the principal amount of the Bridge Loan and all accrued interest and fees thereunder as at the Closing Date);

“Change of Control” means the occurrence of any of the following events:

“Closing” means the closing of the purchase and sale of the Units;

“Closing Date” shall have the meaning set out in Section 5.1;

“Common Shares” means the common shares in the capital of the Company;

“Constating Documents” means (i) with respect to a corporation, its articles of incorporation, amalgamation or continuance, or constitution, or other similar documents by which it is established under its governing corporate legislation as a corporation, and its by-laws, if any, and (ii) with respect to any other Person which is an artificial body other than a corporation, the organization and governance documents of such Person; in each case as amended and supplemented from time to time;

“Disclosure Record” means all information circulars, prospectuses (including preliminary prospectuses), annual information forms, offering memoranda, financial statements, material change reports and news releases filed and made public by the Company with the Exchange and all securities regulatory authorities in each Reporting Jurisdiction during the 24 months preceding the date hereof;

“Environmental Laws” means all federal, provincial, state, municipal, county, local and other laws, statutes, codes, ordinances, by-laws, rules, regulations, policies, guidelines, certificates, approvals, permits, consents, directions, standards, judgments, orders and other Authorizations, as well as common law, civil law and other jurisprudence or authority, in each case, domestic or foreign, having the force of law at any time relating in whole or in part to any Environmental Matters and any permit, order, direction, certificate, approval, consent, registration, licence or other Authorization of any kind held or required to be held in connection with any Environmental Matters;

“Environmental Matters” means:

“Estimated Investor Expenses” means the Investor Expenses estimated by the Investor as of the day immediately prior to Closing;

“Exchange” means the Toronto Stock Exchange and each successor thereto;

“Exercise Price” shall have the meaning set out in the recitals hereto;

“Financial Statements” means the consolidated financial statements of the Company, including the notes thereto, contained in the Disclosure Record.

“Finder” means a finder, agent, financial advisor or other Person engaged to find or act as agent on behalf of purchasers of or subscribers for, or proposed purchasers of or subscribers for, securities of the Company or to otherwise identify potential investors in, or lenders to, or any other potential sources of debt, revenue or financial benefit (including, for greater certainty, off-take arrangements) for the Company, in return for compensation including cash and/or securities of the Company;

“Governmental Authority” means each national, state, provincial, county, municipal or other such governmental or public authority, including their authorized administrative bodies, courts, tribunals, commissions and agents, which have legal jurisdiction over a Person or a matter relevant to this Agreement;

“Hazardous Materials” has the meaning attributed to such term in Section 3.1(bb) hereof;

“IFRS” means international financial reporting standards, approved by the International Accounting Standards Board or any successor thereto (“IASB”), as at the date on which any calculation or determination is required to be made, provided that, in accordance with such international financial reporting standards, where the IASB includes a recommendation concerning the treatment of any accounting matter, such recommendation shall be regarded as the only international financing reporting standard;

“Indebtedness” has the meaning given to such term in the Bridge Loan Agreement.

“Investor Expenses” means the costs and expenses of the Investor and RCF associated with the purchase of the Units, including (a) the fees and expenses of the Investor’s and RCF’s legal counsel and technical consultants; (b) fees and expenses incurred in connection the Investor’s and RCF’s evaluation of the Company and the Project, and (c) out of pocket expenses incurred by the Investor, and shall include, for greater certainty, any such fees and expenses incurred by the Investor in connection with the Bridge Loan Agreement and related matters which have not been reimbursed prior to the Closing Date;

“Material Adverse Effect” means, when used with reference to any event or circumstance, any event or circumstance which has had, or could reasonably be expected to have, a material adverse effect on:

“Material Contract” means any contract to which the Company is a party which contains terms and conditions which, if amended or upon breach, termination, non-renewal or non-performance thereof, could reasonably be expected to have a Material Adverse Effect or a Project Material Adverse Effect, and any contract that relates to the construction, implementation, development, acquisition, expansion or processing of the Project;

“Net Proceeds” means the Purchase Price minus the Estimated Investor Expenses;

“NI 45-106” means National Instrument 45-106 - Prospectus and Registration Exemptions;

“Offering” means the issuance and sale of the by the Company of the Securities for the Purchase Price;

“Offering Jurisdictions” means the Province of British Columbia and the United States;

“Person” means any individual, partnership, limited partnership, joint venture, syndicate, sole proprietorship, or corporation with or without share capital, body corporate, unincorporated association, trust, trustee, executor, administrator or other legal personal representative, government or Governmental Authority or entity, however designated or constituted;

“Placement Documents” means this Agreement, the Amended and Restated Investor Agreement and the certificate(s) representing the Warrants;

“Project” means the Prairie Creek advanced-staged zinc-lead-silver mine of the Company located adjacent to the Nahanni National Park Reserve in the Northwest Territories of Canada;

“Project Material Adverse Effect” means, when used with reference to any event or circumstance, any event or circumstance which has had, or could reasonably be expected to have, a material adverse effect on the development, construction, improvement or process of the Project, including in respect of any infrastructure related to the Project or the access to or egress from the Project;

“Purchase Price” shall have the meaning set out in the recitals hereto;

“RCF” means Resource Capital Fund VI L.P.;

“Relevant Jurisdiction” means, from time to time, any jurisdiction in which the Company has material property or assets, or in which it carries on material business and, for the purposes of this Agreement, includes British Columbia, Canada and the Northwest Territories, Canada;

“Reporting Jurisdictions” means all of the jurisdictions in which the Company is a “reporting issuer”;

“Securities Laws” means, as applicable, the securities laws, regulations, rules, rulings and orders in the Offering Jurisdictions, the applicable policy statements, notices, blanket rulings, orders and all other regulatory instruments of the securities regulators in the Offering Jurisdictions, and the policies of the Exchange;

“Securities” means collectively, the Units, the Shares, the Warrants and the Warrant Shares;

“Shares” means the previously unissued Common Shares of the Company forming part of the Units;

“Taxes” means all present or future taxes, assessments, rates, levies, imposts, deductions, withholdings, dues, duties, fees and other charges of any nature, including any interest, fines, penalties or other liabilities with respect thereto, imposed, levied, collected, withheld or assessed by any Governmental Authority (of any jurisdiction), and whether disputed or not;

“Termination Date” means July 31, 2018;

“Time of Closing” means 9:00 a.m. EST (or such later time as the parties hereto agree) on the Closing Date;

“Units” shall have the meaning set out in the recitals hereto;

“U.S. Securities Act” means the United States Securities Act of 1933, as amended;

“Warrant Shares” means the previously unissued Common Shares which will be issued upon the exercise of the Warrants; and

“Warrants” means the transferable common share purchase warrants of the Company forming part of the Units, in substantially the form set out in Schedule D hereto, each whole Warrant entitling the Subscriber to purchase a Warrant Share up to December 31, 2018 at a price of $0.25 per Warrant Share.

In this Agreement:

Time shall be of the essence of this Agreement.

If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, all other provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby are not affected in any manner materially adverse to any party hereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the extent possible.

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether written or oral. There are no conditions, covenants, agreements, representations, warranties or other provisions, express or implied, collateral, statutory or otherwise, relating to the subject matter hereof except as provided herein.

The following Schedules are attached to and form an integral part of this Agreement:

Article 2
PURCHASE OF units

On the terms and subject to the conditions of this Agreement, the Investor agrees on the date hereof to subscribe for and purchase from the Company, and the Company agrees to issue from treasury and sell to the Investor, the Units for the Purchase Price. The Purchase Price will be satisfied by the Investor on Closing as follows:

All expenses denominated in U.S. dollars will be converted to Canadian dollars based on the closing day exchange rate published by Bloomberg on the day prior to the date of payment.

The Company acknowledges and agrees that the Net Proceeds shall be used by the Company to repay the Bridge Loan Facility, including all accrued interest thereunder, which amount shall be deducted by the Investor from the Net Proceeds, and the balance of the Net Proceeds shall be applied to additional engineering and permitting works of the Project and for general working capital.

Article 3
REPRESENTATIONS AND WARRANTIES

The Company hereby represents and warrants to the Investor as of the date hereof that:

The Investor represents, warrants and covenants to the Company (and acknowledges that the Company and its counsel, are relying thereon) that both at the date hereof and at the Time of Closing:

The representations and warranties of a party herein shall survive the Time of Closing until the date that is 24 months after the Time of Closing, unless bona fide notice of a claim that a representation or warranty was incorrect shall have been made in writing before such date, in which case the representation or warranty to which such notice applies shall survive in respect of that claim until the final determination or settlement of the claim, notwithstanding any investigation made by or on behalf of the party entitled to rely on such representation or warranty. Notwithstanding the foregoing, a claim for any breach of any of the representations and warranties contained in this Agreement involving fraud or fraudulent misrepresentation may be made at any time following the date of this Agreement, subject only to applicable limitation periods imposed by applicable Law.

The Investor acknowledges that the certificates representing the Shares, the Warrants and, if applicable, the certificates representing the Warrant Shares will bear a legend in substantially the following form and with the necessary information inserted:

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE ●, 2018” [the date which is four months and one day after the applicable Closing Date will be inserted]

and also acknowledges that the certificates representing the Shares, Warrants and, if applicable, the certificates representing the Warrant Shares may bear a legend in substantially the following form and with the necessary information inserted if required by the policies of the Exchange:

“WITHOUT PRIOR WRITTEN APPROVAL OF THE TORONTO STOCK EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE [AND FOR THE WARRANTS: AND ANY SECURITIES ISSUED ON THE EXERCISE OF SUCH SECURITIES] MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TORONTO STOCK EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL ●, 2018.” [the date which is four months and one day after the applicable Closing Date will be inserted]

provided that subsequent to the date which is four months and one day after the Closing Date the certificates representing the Shares or Warrants or, if applicable, the certificates representing the Warrant Shares, may be exchanged for certificates bearing no such legends.

The Investor also acknowledges that it has been advised to consult its own independent legal advisor with respect to the applicable resale restrictions; that it is solely responsible for complying with such restrictions; and that the Company is not responsible for ensuring compliance by the Investor of the applicable resale restrictions.

The Company agrees to take such actions and execute such documents as may be reasonably requested by the Investor or the Company’s transfer agent to promptly remove any legends in accordance with applicable law restricting transferability of the Common Shares placed on share certificates issued in relation to the Offering (if any), subject to and in compliance with applicable securities laws (including U.S. and Canadian securities laws). If a legal opinion is required by the Company’s transfer agent for legend removal, the Investor may request that the Company provide such opinion or the Investor may elect to obtain the opinion from counsel of its choosing, reasonably acceptable to the Company, and, in either event, the Company shall pay the reasonable cost of issuing such opinion on the Investor’s behalf, the Investor shall provide such supporting documentation for such legal opinion as may be reasonably requested by counsel.

The Company agrees that if, between the date of this Agreement and the Time of Closing, a material change (actual, anticipated, contemplated or threatened, financial or otherwise), as defined in Applicable Securities Legislation, occurs in respect of the Company, or a change in a material fact occurs of which the Company becomes aware, the Company will as soon as practicable notify the Investor in writing, setting forth the particulars of such change.

Article 4
INDEMNITY

Article 5
CLOSING

The Closing for the purchase and sale of the Units shall be held at the offices of DuMoulin Black LLP, at the Time of Closing or such other date and time as the parties hereto agree (the “Closing Date”).

The Investor’s obligation to purchase the Securities at the Time of Closing shall be subject to the following conditions:

The Investor acknowledges and agrees that the obligations of the Company shall be subject to the following conditions:

In the event that the Closing does not occur on or before the Termination Date as a result of any of the conditions set forth in Section 5.2 not being satisfied by such date, the Investor shall have the right to terminate this Agreement. In the event that the Closing does not occur on or before the Termination Date as a result of any of the conditions set forth in Section 5.3 not being satisfied by such date, the Company shall have the right to terminate this Agreement.

Article 6
INVESTOR EXPENSES

Article 7
ADDITIONAL COVENANTS

The Company hereby covenants and agrees with the Investor as follows:

The covenants of the Company in this Article 7 shall survive the Closing.

Article 8
GENERAL PROVISIONS

RCF VI CAD LLC
Suite 200, 1400 Sixteenth Street
Denver, Colorado
80202 USA

Attention:       Catherine Boggs

Fax Number:    (720) 946-1444

Canadian Zinc Corporation
650 West Georgia Street, Suite 1710
Vancouver, British Columbia V6B 4N9

Attention:         John Kearney

Fax Number:     (604) 688-2043

The Investor acknowledges that this Agreement and the schedules hereto require the Investor to provide certain personal information to the Company. Such information is being collected by the Company for the purposes of completing the Offering, which includes, without limitation, determining the Investor’s eligibility to purchase the Units under Applicable Securities Legislation, preparing and registering certificates representing the Units to be issued to the Investor and completing filings required by any stock exchange or securities regulatory authority. The Investor’s personal information will be included in closing books prepared in connection with the Offering and may be disclosed by the Company to: (i) stock exchanges and/or securities regulatory authorities (including the OSC and BCSC, as defined below); (ii) the Company’s registrar and transfer agent; (iii) Canadian tax authorities; (iv) any of the other parties involved in the Offering, including legal counsel; and (v) other parties subsequent to the Offering, including legal counsel, reviewing closing books prepared in connection with the Offering. By executing this Agreement, the Investor:

P.O. Box 10142, Pacific Centre
701 West Georgia Street
Vancouver, British Columbia V7Y 1L2
1-604-899-6854
1-800-373-6393

Each of the parties hereto shall, from time to time hereafter and upon any reasonable request of the other, promptly do, execute, deliver or cause to be done, executed and delivered all further acts, documents and things as may be required or necessary for the purposes of giving effect to this Agreement.

No amendment or waiver of any provision of this Agreement shall be binding on any party unless consented to in writing by such party. No waiver of any provision of this Agreement shall constitute a waiver of any other provision, nor shall any waiver of any provision of this Agreement constitute a continuing waiver unless otherwise expressly provided.

No party may assign any of its rights or benefits under this Agreement, or delegate any of its duties or obligations, except with the prior written consent of the other parties; provided that Investor may assign this Agreement to an affiliate for tax purposes.

This Agreement shall enure to the benefit of and shall be binding on and enforceable by and against the parties and their respective successors or heirs, executors, administrators and other legal personal representatives, and permitted assigns.

Nothing in this Agreement or in the relationship of the parties hereto shall be construed as in any sense creating a partnership among the parties or as giving to any party any of the rights or subjecting any party to any of the creditors of the other parties.

This Agreement and all documents contemplated by or delivered under or in connection with this Agreement may be executed and delivered in any number of counterparts (whether by facsimile, email, or other electronic means), with the same effect as if all parties had signed and delivered the same document, and all counterparts shall be construed together to be an original and will constitute one and the same agreement.

[The remainder of this page has been intentionally left blank.]

IN WITNESS WHEREOF this Agreement has been executed by the parties.

SCHEDULE A

REPRESENTATION LETTER

(Capitalized terms not specifically defined in this Schedule have the meaning ascribed to them in the Subscription Agreement to which this Schedule is attached)

In connection with the execution by the undersigned Investor of the Subscription Agreement of which this Representation Letter forms a part, the undersigned Investor hereby represents, warrants, covenants and certifies to the Company that:

Dated:          May 14                       ,  2018

APPENDIX A

TO SCHEDULE “A”

Declaration for removal of legend

The undersigned (a) acknowledges that the sale of the securities of the Company to which this declaration relates is being made in reliance on Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the “1933 Act”) and (b) certifies that (1) the undersigned is not an “affiliate” (as that term is defined in Rule 405 under the 1933 Act) of the Company or acting on behalf of an affiliate of the Company, (2) the offer of such securities was not made to a person in the United States and either (A) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believed that the buyer was outside the United States, or (B) the transaction was or will be executed in, on or through the facilities of the Toronto Stock Exchange and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States, (3) neither the seller nor any affiliate of the seller nor any person acting on any of their behalf has engaged or will engage in any “directed selling efforts” (within the meaning of Rule 902(c) of Regulation S under the 1933 Act) in the United States in connection with the offer and sale of such securities, (4) the sale is bona fide and not for the purpose of “washing off” the resale restrictions imposed because the securities are “restricted securities” (as such term is defined in Rule 144(a)(3) under the 1933 Act), (5) the seller does not intend to replace such securities with fungible unrestricted securities of the Company, (6) the undersigned is not a “distributor” (as that term is defined in Rule 902(d) of Regulation S under the 1933 Act) or an affiliate of a distributor or acting on behalf of any of the foregoing, and (7) the contemplated sale is not a transaction, or part of a series of transactions which, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the 1933 Act. The undersigned in making such sale has complied with (a) Rule 904(b) of Regulation S and (b) all applicable state securities laws. Terms used herein have the meanings given to them by Regulation S under the 1933 Act.

Affirmation by Seller’s Broker-Dealer

We have read the foregoing representations of our customer, _____________________________ (the “Seller”), dated _______________________, with regard to our sale, for such Seller’s account, of the _________________ shares of common shares, represented by certificate number ______________ (the “Shares”), of the Company described therein, and on behalf of ourselves we certify and affirm that (A) we have no knowledge that the transaction had been prearranged with a buyer in the United States, (B) at the time the buy order was or will be originated, the buyer was outside the United States, or the Seller and any person acting on its behalf reasonably believed that the buyer was outside of the United States or the transaction was or will be executed on or through the facilities of The Toronto Stock Exchange, (C) neither we, nor any person acting on our behalf, engaged in any “directed selling efforts” (within the meaning of Rule 902(c) of Regulation S under the 1933 Act) in connection with the offer and sale of such securities and (D) we have complied with the provisions of Rule 904(b) of Regulation S, if applicable, in connection with the sale of the Shares by the Seller. Terms used herein have the meanings given to them by Regulation S under the 1933 Act.

SCHEDULE B

REGISTRATION AND DELIVERY INSTRUCTIONS

Words and terms herein with the initial letter or letters thereof capitalized and defined in the Subscription Agreement shall have the meanings given to such capitalized words and terms in the Subscription Agreement.

SCHEDULE C

INVESTOR INFORMATION

“insider” means: (a) a director or an officer of an issuer; (b) a director or an officer of a person that is itself an insider or a subsidiary of an issuer; (c) a person that has (i) beneficial ownership of, or control or direction over, directly or indirectly, or (ii) a combination of beneficial ownership of, and control or direction over, directly or indirectly, securities of an issuer carrying more than 10% of the voting rights attached to all the issuer’s outstanding voting securities, excluding, for the purpose of the calculation of the percentage held, any securities held by the person as underwriter in the course of a distribution; (d) an issuer that has purchased, redeemed or otherwise acquired a security of its own issue, for so long as it continues to hold that security; (e) a person designated as an insider in an order made under the Securities Act (British Columbia); or (f) a person that is in a prescribed class of persons;

“promoter” means a person who (a) acting alone or in concert with one or more other persons, directly or indirectly, takes the initiative in founding, organizing or substantially reorganizing the business of the issuer, or (b) in connection with the founding, organization or substantial reorganization of the business of the issuer, directly or indirectly receives, in consideration of services or property or both, 10% or more of a class of the issuer’s own securities or 10% or more of the proceeds from the sale of a class of the issuer’s own securities of a particular issue, but does not include a person who (c) receives securities or proceeds referred to in paragraph (b) solely (i) as underwriting commissions, or (ii) in consideration for property, and (d) does not otherwise take part in founding, organizing or substantially reorganizing the business; and

“registrant” means a person registered or required to be registered under the Securities Act (British Columbia).

SCHEDULE D

FORM OF WARRANT CERTIFICATE

SCHEDULE E

FORM OF AMENDED AND RESTATED INVESTOR AGREEMENT

SCHEDULE F

FORM OF LEGAL OPINION

Exhibit 99.1

JOINT FILING AGREEMENT

The undersigned acknowledge and agree that the foregoing Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to such statement shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. This agreement may be included as an exhibit to such joint filing.