6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

Re: for the period ending May 31, 2007

COMMISSION FILE NUMBER: 0-22216

Suite 1710 - 650 West Georgia Street

Vancouver, British Columbia

Canada V6B 4N9

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-For Form 40-F

Form 20-F þ Form 40-F ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes¨ No þ

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes ¨ No þ

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 13g3-2(b) under the Securities Exchange Act of 1934.

Yes ¨ No þ

If ‘Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):

Financial Statements

(Unaudited - Prepared By Management)

(A Development Stage Company)

March 31, 2007

Index

Balance Sheets

Statements of Operations and Deficit

Statements of Cash Flows

Notes to Financial Statements

1

	March 31			December 31
	2007			2006
	(unaudited)			(audited)
ASSETS
Current assets
Cash and cash equivalents	$	17,661,638		$	13,608,364
Short-term investments (Note 2)		9,902,708			15,478,718
Marketable securities (Note 2)		250,000			250,000
Other receivable and prepaid expense		171,135			269,426
		27,985,481			29,606,508
Resource interests (Note 3)		28,546,419			26,700,256
Plant and equipment (Note 4)		446,862			455,422
	$	56,978,762		$	56,762,186
LIABILITIES
Current liabilities
Accounts payable and accrued liabilities	$	622,664		$	464,347
Future income tax liabilities (Note 8)		3,863,600			1,134,000
Asset retirement obligations (Note 5)		1,399,347			1,380,120
		5,885,611			2,978,467
SHAREHOLDERS' EQUITY
Share capital (Note 6)		57,394,521			59,993,621
Contributed surplus (Note 6)		6,451,846			6,478,846
Deficit		(12,753,216	)		(12,688,748	)
		51,093,151			53,783,719
	$	56,978,762		$	56,762,186
See accompanying notes

Approved by the Directors:

“John F. Kearney”	“Robert Gayton”
John F. Kearney	Robert Gayton

2

	Three Months ended March 31 2007			Three Months ended March 31 2006
Income Interest Income	$	320,006		$	181,361
Expenses
Amortization of office furniture and equipment		920			1,092
Listing and regulatory fees		33,536			27,123
Management and directors fees		64,200			49,600
Office and general		104,215			103,533
Professional fees		93,294			87,768
Project evaluation		39,009			14,722
Shareholder and investor communications		49,300			52,669
		384,474			336,507
Net loss for the period		(64,468	)		(155,146	)
Deficit, end of period	$	(12,753,216	)	$	(11,357,478	)
Loss per share - basic and diluted	$	(0.00	)	$	(0.00	)
Weighted average number of common shares outstanding - basic and diluted		107,670,212			89,242,252

See accompanying notes

3

	Three Months ended March 31 2007			Three Months ended March 31 2006
Cash flows from (used in) operating activities
Loss for the period	$	(64,468	)	$	(155,146	)
Adjustment for items not involving cash:
- amortization of office furniture and equipment		920			1,092
		(63,548	)		(154,054	)
Change in non-cash working capital items:
- other receivables and prepaid expenses		98,291			(1,282	)
- accounts payable and accrued liabilities		158,317			213,149
		193,060			57,813
Cash flows from financing activities
Proceeds from shares issued and subscribed, net of
issuance costs		103,500			9,609,858
Cash flows from (used in) investing activities
Purchase of equipment		(26,253	)		(3,901	)
Short-term investments redeemed		5,576,010			-
Lease and property abandonment deposit		(30,000	)		(30,000	)
Deferred exploration and development costs, excluding
amortization and accretion		(1,763,043	)		(250,499	)
		3,756,714			(284,400	)
Increase in cash and cash equivalents		4,053,274			9,383,271
Cash and cash equivalents, beginning of period		13,608,364			16,063,876
Cash and cash equivalents, end of period	$	17,661,638		$	25,447,147

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1.    Continued operations

These interim financial statements have been prepared using the same accounting policies and methods of their application as the most recent annual financial statements of the Company. These interim financial statements do not include all disclosures normally provided in the annual financial statements and should be read in conjunction with the Company's audited financial statements for the year ended December 31, 2006. In management's opinion, all adjustments necessary for fair presentation have been included in these interim financial statements. Interim results are not necessarily indicative of the results expected for the fiscal year. Certain comparative figures have been reclassified to conform to the current period's presentation.

2.    Short-term Investments and Marketable Securities

Short-term investments, which consist primarily of investments in Bankers Acceptances and Guaranteed Investment Certificates (GIC’s) are investments with maturities of three months or more when purchased. As at March 31, 2007, short-term investments consist of $9,902,708.

On December 21, 2006, the Company participated in a private placement and subscribed to 5,000,000 Units of Ste. Genevieve Resources Ltd. at $0.05 per Unit for a total of $250,000. Each Unit consists of one common share and one common share purchase warrant entitling the holder to acquire an additional common share at a price exercisable at $0.06 on or before December 29, 2008. The market value as at March 31, 2007 and December 31, 2006 was $300,000.

3.    Resource Interests

The Company’s resource interests comprise the Prairie Creek Mine Property:

	March 31 2007		December 31 2006
Acquisition costs:
- mining lands	$	3,158,000	$	3,158,000
- plant and mill		500,000		500,000
		3,658,000		3,658,000
Reclamation security deposits		425,000		395,000
Increase from asset retirement obligations		714,450		746,630
Exploration and development costs (see table below)		23,748,969		21,900,626
	$	28,546,419	$	26,700,256

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3.Resource Interests (continued)

Exploration and development costs incurred in 2007 are detailed below:

	Three		Three
	Months ended		Months ended
	March 31 2007		March 31 2006
Exploration and development costs
Assaying and metallurgical studies	$	106,244	$	46,959
Camp operation and project development		567,746		97,488
Drilling and underground development		814,462		-
Lease rental		6,592		6,592
Permitting and environmental		120,352		90,931
Transportation and travel		147,647		8,529
		1,763,043		250,499
Amortization - asset retirement obligations		32,180		32,180
Amortization - mining plant and equipment		33,893		7,025
Asset retirement accretion		19,227		19,727
Total exploration and development costs for the period		1,848,343		309,431
Exploration and development costs, beginning of period		21,900,626		13,771,790
Exploration and development costs, end of period	$	23,748,969	$	14,081,221

Prairie Creek Mine

The Company holds a 100% interest in the Prairie Creek Mine property, plant and equipment located in the Northwest Territories, Canada.

During 2003 the Company renewed two surface leases granted by the Federal Government relating to the operation and care and maintenance of the Prairie Creek Mine Property for a period of ten years terminating March 31, 2012. The Company paid $100,000 upon execution of the lease and is obligated to pay $30,000 per year for five years to a maximum of $250,000 (the final amount of which was paid in the quarter ended March 31, 2007), as a security deposit for the performance of abandonment and reclamation obligations under the leases.

On September 10, 2003 the Company was granted a Type A Land Use Permit and a Type B Water Licence (reissued February 2006) by the Mackenzie Valley Land and Water Board for a period of five years commencing September 10, 2003 for underground development and exploration and for metallurgical testing.

On June 12, 2006, under the terms of the Land Use Permit (MV2001C0023 Part 3C, Section 38) and Water Licence (MV2001L2-0003, Part B, Section 2) the Company contributed $30,000 and $70,000, respectively, as security deposits for reclamation obligations.

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3.  Resource Interests (continued)

Prairie Creek Mine (cont’d)

On May 11, 2006 the Mackenzie Valley Land and Water Board issued a Land Use Permit for the Phase 3 Exploration Drilling Program. The Land Use Permit (MV2004C0030), is valid for five years and allows surface exploration and diamond drilling at up to 60 sites. Under the terms of the Permit (Part C, Section 56), a security deposit for $75,000 was made on June 12, 2006.

On April 11, 2007, the Mackenzie Valley Land and Water Board issued a Land Use Permit for use of the road which connects the Prairie Creek Mine with the Liard Highway. The Land Use Permit (MV2003F0028) is valid for five years to April 10, 2012. Under the terms of the Permit (Condition #38; 26 (1)(I)) a security deposit in the amount of $100,000 is payable prior to the first use of the road.

In 1996, the Company concluded a Co-operation Agreement with the Nahanni Butte Dene Band (“Nahanni”), part of the Deh Cho First Nations. In return for co-operation and assistance undertakings given by the Nahanni towards the development of the Prairie Creek Project, the Company granted the following net profit interest and purchase option to the Nahanni:

(i)   A 5% annual net profits, before taxation, interest in the Prairie Creek Project, payable following the generation of profits after taxation equivalent to the aggregate cost of bringing the Prairie Creek Project into production and establishing the access road; and

(ii)   An option to purchase either a 10% or a 15% interest in the Prairie Creek Project at any time prior to the expiry of three months following permitting for the Project, for the cash payment of either $6 million or $9 million, subject to price adjustment for exploration expenditure and inflation, respectively.

In October 2003 the Nahanni informed the Company that Nahanni considers the Agreement terminated. Such termination is not in accordance with the provisions of the Agreement.

During 2006, the Company staked six new mineral claims [the WAY 1-6] at Prairie Creek. The WAY claims cover 4,126.25 hectares and are in good standing until November 11, 2008.

4.    Plant and Equipment

	March 31, 2007			December 31 2006
	Cost	Accumulated Amortization	Net Book Value	Net Book Value
Mining equipment	$ 645,541	$ 248,720	$ 396,821	$ 401,678
Pilot plant	108,161	73,845	34,316	37,099
Furniture, fixtures & equipment	92,077	76,352	15,725	16,645
	$ 845,779	$ 398,917	$ 446,862	$ 455,422

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5.    Asset Retirement Obligation

		March 31		December 31
		2007		2006
Opening balance - beginning of the period	$	1,380,120	$	1,302,212
Obligations re-measured during the period		-		-
Accretion expense		19,227		77,908
Ending balance - end of the period	$	1,399,347	$	1,380,120

The Company’s asset retirement obligation arises from its obligations to undertake site reclamation and remediation in connection with its mining activities. In addition the Company has posted reclamation security deposits of $425,000.

The total discounted amount of the estimated cash flows required to settle the asset retirement obligation as at March 31, 2007 is estimated to be $1,399,347 in 2007 dollars (December 31, 2006 - $1,380,120) excluding the security deposits. While it is anticipated that some expenditures will be incurred during the life of the operation to which they relate, a significant component of this expenditure will only be incurred at the end of the mine life. In determining the carrying value of the asset retirement obligation, the Company has assumed a long-term inflation rate of 2.5%, a credit-adjusted risk-free discount rate of 6.5% and a weighted average useful life of production facilities and equipment of ten years. Elements of uncertainty in estimating this amount include changes in the projected mine life, reclamation expenditures incurred during ongoing operations and reclamation and remediation requirements and alternatives.

6.   Share Capital

Authorized: Unlimited (2006 - unlimited) common shares with no par value.

Shares outstanding:

Number of Shares		Amount
Balance, December 31, 2006	107,590,212	$ 59,993,621
Stock options exercised at $0.23 per share (including $27,000 from contributed surplus attributed to stock-based compensation)	450,000	130,500
Income tax effect on flow-through share renouncement (Note 8)	-	(2,729,600)
Balance, March 31, 2007	108,040,212	$ 57,394,521

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6.    Share Capital (continued)

Stock Options

The Company has outstanding directors and employee stock options, fully vested entitling the holders to acquire additional common shares as follows:

Number of Shares	Exercise Price	Expiry Date
2,860,000	$0.60	January 14, 2010
270,000	$0.89	June 27, 2011
1,200,000	$0.90	December 13, 2011
4,330,000

A summary of the stock option activity for the period is as follows:

	Shares		Weighted Average Exercise Price
Options outstanding and exercisable at December 31, 2006	4,780,000	$	0.66
Exercised	(450,000)		0.23
Options outstanding and exercisable at March 31, 2007	4,330,000

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6.    Share Capital (continued)

Warrants

A summary of the Company’s warrants issued and outstanding as at March 31, 2007 is as follows:

Balance of Warrants Outstanding at December 31, 2006	Balance of Warrants Outstanding at March 31, 2007	Exercise Price Per Warrant	Expiry Date	Warrant Value
6,666,666	6,666,666	$1.00	January 30, 2008	2,263,858
814,093	814,093	$0.72	January 30, 2008	508,676
666,666	666,666	$1.00	January 30, 2008	319,999
2,777,778	2,777,778	$1.15	November 23, 2008	845,077
194,444	194,444	$1.15	November 23, 2008	73,362
486,957	486,957	$1.15	November 23, 2008	183,723
388,889	388,889	$0.93	November 23, 2008	166,549
11,995,493	11,995,493			$4,361,244

Contributed Surplus

		Options		Warrants		Unexercised Options and Warrants		Total
Balance, December 31, 2006	$	2,004,303	$	4,361,244	$	113,299	$	6,478,846
Exercise of options		(27,000)		-		-		(27,000)
Balance, March 31, 2007	$	1,977,303	$	4,361,244	$	113,299	$	6,451,846

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7.    Related Party Transactions

The Company incurred the following expenses to directors and corporations controlled by directors of the Company:

		March 31		March 31
		2007		2006
Executive and director compensation		108,200		85,600
Rent		3,000		3,300
	$	111,200	$	88,900

All transactions with related parties were within the normal course of business. These transactions have been recorded at amounts agreed to by the transacting parties.

8.    Income Taxes

The Company’s future income tax liability arises from the renunciation of mineral exploration expenditures on flow-through shares issued to investors. During the year ended December 31, 2006, the Company renounced to subscribers of flow-through shares Canadian Exploration Expenditures (CEE) of $8,000,000. The Company has applied the accounting treatment recommended by the Canadian Institute of Chartered Accountants Emerging Issues Committee #146 which requires the recognition of a future income tax liability of $2,729,600, representing the tax effect of the renunciation, and a corresponding reduction in shareholders’ equity to be recorded in the first quarter of 2007. The future income tax liability (net of future tax assets) was $1,134,000 at December 31, 2006.

Flow-through shares entitle a company that incurs certain resource expenditures in Canada to renounce such exploration expenditure to the subscribers allowing the expenditures to be deducted for income tax purposes by the investors who purchased the shares. A future income tax liability arises from the renunciation of mineral exploration costs to investors of flow-through shares.

Funds raised through the issuance of flow-through shares are required to be expended on qualified Canadian mineral exploration expenditures, as defined pursuant to Canadian income tax legislation. The flow-through gross proceeds less the qualified expenditures made to date represent the funds received from flow-through shares issuances which have not been spent and which are held by the Company. As at March 31, 2007, the amount of flow-through proceeds remaining to be expended is $5,032,669.

9.   Non-cash Transactions

In the fiscal period ended March 31, 2007 and December 31, 2006, there were no non-cash transactions.

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EXHIBIT LIST
31	CEO Certificate
32	CFO Certificate
99.1	Management Discussion & Analysis March 30, 2007
99.2	NI 44-101
99.3	Press Release dated May 15, 2007
99.4	VIF Proxy Voting Instruction Form
99.5	Notice of Meeting dated April 4, 2007
99.6	Form of Proxy

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
	CANADIAN ZINC CORPORATION
Date: June 4, 2007	By:	/s/ John F. Kearney
		John F. Kearney
		President and Chairman

EX-31

FORM 52-109F2

CERTIFICATE OF INTERIM FILINGS

I, John F. Kearney, President and Chief Executive Officer of Canadian Zinc Corporation, certify that:

1. I have reviewed the interim filings (as this term is defined in Multilateral Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings) of Canadian Zinc Corporation, (the issuer) for the interim period ending March 31, 2007;

2. Based on my knowledge, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings;

3. Based on my knowledge, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date and for the periods presented in the interim filings;

4. The issuer's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures and internal control over financial reporting for the issuer, and we have:

(a) designed such disclosure controls and procedures, or caused them to be designed under our supervision, to provide reasonable assurance that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the interim filings are being prepared; and

(b) designed such internal control over financial reporting, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP; and

5. I have caused the issuer to disclose in the interim MD&A any change in the issuer’s internal control over financial reporting that occurred during the issuer’s most recent interim period that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting.

Date: May 11, 2007

“John F. Kearney”

John F. Kearney

President and Chief Executive Officer

EX-32

FORM 52-109F2

CERTIFICATE OF INTERIM FILINGS

I, Danesh Varma, Chief Financial Officer of Canadian Zinc Corporation, certify that:

1. I have reviewed the interim filings (as this term is defined in Multilateral Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings) of Canadian Zinc Corporation, (the issuer) for the interim period ending March 31, 2007;

2. Based on my knowledge, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings;

3. Based on my knowledge, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date and for the periods presented in the interim filings;

4. The issuer's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures and internal control over financial reporting for the issuer, and we have:

(a) designed such disclosure controls and procedures, or caused them to be designed under our supervision, to provide reasonable assurance that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the interim filings are being prepared; and

(b) designed such internal control over financial reporting, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP; and

5.   I have caused the issuer to disclose in the interim MD&A any change in the issuer’s internal control over financial reporting that occurred during the issuer’s most recent interim period that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting.

Date: May 11, 2007

“Danesh Varma”

Danesh Varma

Chief Financial Officer

EX-99.1

MANAGEMENT’S DISCUSSION AND ANALYSIS

INTRODUCTION

The Management’s Discussion and Analysisof financial condition and results of operations (“MD&A”) provides a detailed analysis of Canadian Zinc’s business and compares its financial results for the first quarter of 2007 with those of the first quarter of 2006. In order to better understand the MD&A, it should be read in conjunction with the unaudited Financial Statements and related notes for the quarter ended March 31, 2007 and in conjunction with the audited Financial Statements and notes for the year ended December 31, 2006, and Management’s Discussion and Analysis for the year 2006. The Company’s financial statements are prepared in accordance with Canadian generally accepted accounting principles (“GAAP”) and filed with appropriate regulatory authorities in Canada. This MD&A is made as of May 11, 2007.

Management’s Discussion and Analysis contains certain forward-looking statements with respect to the Company’s activities and future financial results that are subject to risks and uncertainties that may cause the results or events predicted in this discussion to differ materially from actual results or events.

ADDITIONAL INFORMATION

Additional information relating to the Company including the Company Annual Information Form for the year 2006 dated March 30, 2007 is available under the Company’s profile on SEDAR at www.sedar.com and on the Company’s website at www.canadianzinc.com.

1.             OVERVIEW

Canadian Zinc Corporation is a development stage company listed on the Toronto Stock Exchange under the symbol “CZN” and is engaged in the business of exploration and development of natural resource properties. The Company's principal focus is the exploration and development of the Prairie Creek Mine, a large high-grade zinc/lead/silver property located in the Northwest Territories of Canada.

The Prairie Creek Mine is partially developed with an existing 1000 tpd mill and related infrastructure. The Prairie Creek Property hosts a major mineral deposit containing an estimated, in situ, 3 billion pounds of zinc, 2.2 billion pounds of lead and approximately 70 million ounces of silver, with significant exploration potential Zone 3 of the deposit, as currently known, contains an historically estimated resource of 3.6 million tonnes (measured and indicated) grading 11.8% zinc, 9.7% lead, 0.3% copper and 141.5 grams silver per tonne and 8.3 million tonnes (inferred) grading 12.8% zinc, 10.4% lead and 0.4% copper and 169.2 grams silver per tonne.

The Company’s principal focus is its efforts to advance the Prairie Creek project towards production. In 2006 the Company carried out major programs at Prairie Creek including driving a new internal decline about 400 meters long and starting a major underground exploration and infill drilling program which is continuing into the first half of 2007. A total of $7.9 million was invested in Prairie Creek in 2006. During the first quarter of 2007 the Company invested $1,763,043 on the Prairie Creek project, principally on underground exploration drilling.

1

The Prairie Creek project is located in an environmentally sensitive remote area in the Mackenzie Mountains of the Northwest Territories, within the watershed of the South Nahanni River and in proximity but outside of the Nahanni National Park Reserve. Although the Company holds permits for the exploration and development of the Prairie Creek property the Company does not have all the permits necessary to operate the mine. The Company has experienced long delays in obtaining permits to date and anticipates continuing delays and difficulties with its permitting activities. During the first quarter of 2007 the Company was actively engaged in permitting activities and subsequent to the end of the quarter obtained from the Mackenzie Valley Land and Water Board a Land Use Permit for winter use of the road which connects the Prairie Creek Mine with the Laird Highway.

Canadian Zinc is in a strong financial condition. At March 31, 2007 the Company had cash, cash equivalents and short term investments of$27.6 million compared to $29 million at December 31, 2006.

2.             REVIEW OF FINANCIAL RESULTS

For the first quarter of 2007, the Company reported a net loss of $64,468, compared to a loss of $155,146 in the first quarter of 2006, with the improvement attributable to higher interest income. See detailed analysis below.

Exploration and Development Expense

The Company capitalizes all exploration and development costs relating to its resource interests. During the first quarter of 2007 the Company expended $1,763,043 on exploration and development on the Prairie Creek Property, the principal component of which was underground drilling. During the first quarter of 2006, the Company expended $250,499 on the Prairie Creek Property.

The 2007 program, which ran successfully throughout the winter months, includes the continuation of underground drilling program which commenced in 2006. A total of 10,000 meters of underground drilling is planned from drill stations at 50 meter intervals along a new 400 meter internal decline. At March 31, 2007, 5,286 meters of drilling had been completed with encouraging results. The drilling program will continue until at least mid year.

Continued progress was made on permitting at Prairie Creek. On April 10, 2007, the Mackenzie Valley Land and Water Board issued Land Use Permit MV2003F0028 to operate a winter road from the Prairie Creek mine site to the Liard Highway. The permit is valid for a period of five years to April 10, 2012.

Particulars of the deferred exploration and development costs are shown in Note 3 to the Financial Statements.

Revenue and Interest Income

The Company is in the exploration and development stage and does not generate any cash flow. To date the Company has not earned any significant revenues other than interest income. Interest income in the first quarter of 2007 was $320,006 compared to $181,361 in the first quarter of 2006, the increase being attributable to higher cash balances invested.

Administrative Expenses

Administrative expenses for the quarter were $383,554 compared to $335,415 in the first quarter of 2006, with the increase arising from higher management expense and project evaluation costs.

2

Income Tax

The Company is currently not taxable and had no income tax expense for the first quarter of 2007 or 2006. In the first quarter of 2007 the Company applied the accounting treatment by the Canadian Institute of Chartered Accountants Emerging Issues Committee Recommendation #146 requiring the tax effect of the renunciation of $8 million of Canadian exploration expenses upon the issue in 2006 of flow through shares to be recorded in the 2007 fiscal period. The net effect of the adoption of Emerging Issue Committee 146 has resulted in the recognition of a future tax liability in respect of the issue of flow through shares of $2,729,600 and a corresponding reduction in shareholder equity.

Related Party Transactions

The Company had no related party transactions in the first quarter of 2007 or 2006 other than executive compensation.

3.             CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Canadian Zinc’s accounting policies are described in Note 2 to the audited financial statements for the year ended December 31, 2006. The critical accounting policies and judgements that underly estimates that are involved in preparing the Company’s financial statements and the uncertainties that could impact the results of operations, financial condition and future cash flows are described in Management’s Discussion and Analysis for the year ended December 31, 2006 .

4.             SUMMARY OF QUARTERLY RESULTS

	Revenue $	Net Earnings (Loss) $	Net Earnings (Loss) per Common Share $
2007
First Quarter	320,006	(64,468)	(0.00)
2006
Fourth Quarter	304,193	(966,375)	(0.02)
Third Quarter	237,104	(38,749)	(0.00)
Second Quarter	225,490	(326,146)	(0.00)
First Quarter	181,361	(155,146)	(0.00)
2005
Fourth Quarter	119,509	(133,163)	(0.01)
Third Quarter	80,686	(87,923)	(0.00)
Second Quarter	75,812	(159,896)	(0.00)
First Quarter	53,108	(1,586,330)	(0.02)

The higher losses in the fourth quarter of 2006 and the first quarter of 2005 are attributed to a non-cash expense in respect of stock based compensation on the issue during those quarters of stock options to directors and employees.

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5.             LIQUIDITY AND CAPITAL RESOURCES

Cash Flow

Canadian Zinc does not generate any cash flow and has no income other than interest income. The Company relies on equity financings for its working capital requirements and to fund its planned exploration, development and permitting activities. Interest income in the first quarter of 2007 was $320,006, compared to $181,361 in the first quarter of 2006.

Source of Cash - Financing Activities

During the first quarter the Company generated $103,500 from the exercise of stock options. In the first quarter of 2006 cash flow from financing activities was $9,609,858 from the issue of Units and the exercise of stock options.

Use of Cash - Investing Activities

In the first quarter of 2007 cash used in operating activities was $63,548 which largely represents corporate and operating expenses (net of interest income), whilst cash used in investing activities was $1,763,043 in exploration and development made on the Prairie Creek Property, $26,253 on the purchase of equipment and $30,000 as the final payment of security deposit for the performance of abandonment and reclamation obligations. Details of the Company’s deferred exploration and development costs are included in Note 3 to the financial statements and show the major components of expenditure.

In the first quarter of 2006 cash used in operating activities was $154,054, again largely representing corporate and operating expenses, whilst cash used in investing activities was $284,400 principally in exploration and development made on the Prairie Creek Property.

Liquidity, Financial Condition and Capital Resources

Canadian Zinc’s cash, cash equivalents and short term investments decreased from $29,087,082 at December 31, 2006 to $27,564,346 at March 31, 2007. The Company’s working capital as at March 31, 2007 decreased to $27,362,817 from $29,142,161 at December 31, 2006. The decrease in each case was mainly attributable to the funds being used for the Prairie Creek exploration program. The Company is in a strong financial position to carry out its planned exploration, development and permitting activities. Canadian Zinc is in a debt free position and has no off balance sheet financing structures in place.

At March 31, 2007 the Company had 108,040,212 common shares outstanding, with an authorized capital of unlimited common shares with no par value, compared to 107,590,212 common shares outstanding at December 31, 2006.

At March 31, 2007 the Company also had 11,995,493 share purchase warrants outstanding exercisable at prices of $0.72, $0.93, $1.00 and $1.15 per share and with expiring dates of January 30, 2008 and November 23, 2008.

In the first quarter of 2007, options on a total of 450,000 shares were exercised under the Company’s Stock Option Plan, leaving 4,330,000 options outstanding exercisable at prices of $0.60, $0.89 and $0.90 per share and with expiring dates of January 14, 2010, June 27, 2011 and December 13, 2011. Each option entitles the holder to acquire one common share.

4

6.             RISKS AND UNCERTAINTIES

In conducting its business, Canadian Zinc faces a number of risks and uncertainties. These are described in detail under the heading “Risk Factors” in the Company’s Annual Information Form for the year 2006, dated March 30, 2007, which is filed on SEDAR and which may be found at www.SEDAR.com and which is incorporated herein by reference. The principal risks and uncertainties faced by the Company are summarized in Management’s Discussion and Analysis for the year ended December 31, 2006.

7.             OUTLOOK

Canadian Zinc is currently in an exploration and development phase. At March 31, 2007 the Company held cash and short-term investments of $27.6 million placing the Company in a strong financial position to carry out its planned exploration, development and permitting activities.

Plans for 2007 include continuing the Company’s ongoing underground exploration and infill drilling programme, as well as a large exploration program on the Prairie Creek property outside the immediate currently known resource area. At the same time ongoing technical and metallurgical studies will continue to advance the project towards commercial production. The Company will also continue with its permitting activities. The application for the Land use Permit and Water Licence for the commercial operation of the Prairie Creek Mine will be filed during the year. A budget of $9.0 million has been approved for the planned Prairie Creek programs for 2007.

CAUTIONARY NOTE - Forward Looking Information:

Some of the statements contained in this document are forward-looking statements, such as estimates and statements that describe the Company’s future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Forward-looking statements may be identified by such terms as “believes”, “anticipates”, “expects”, “estimates”, “may”, “could”, “would”, “will”, or “plan”). Such forward-looking statements are made pursuant to the safe harbour provisions of the United States Private Securities Litigation Reform Act of 1995. Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results relating to, among other things, mineral reserves, mineral resources, results of exploration, reclamation and other post-closure costs, capital costs, mine production costs and the Company’s financial condition and prospects, could differ materially from those currently anticipated in such statements by reason of factors such as changes in general economic conditions and conditions in the financial markets, changes in demand and prices for the minerals the Company expects to produce delays in obtaining permits, litigation, legislative, environmental and other judicial, regulatory, political and competitive developments in areas in which the Company operates, technological and operational difficulties encountered in connection with the Company’s activities, labour relations matters, costs and changing foreign exchange rates and other matters discussed under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. Other delays in factors that may cause actual results to vary materially include, but are not limited to, the receipt of permits or approvals, changes in commodity and power prices, changes in interest and currency exchange rates, geological and metallurgical assumptions (including with respect to the size, grade and recoverability of mineral resources) unanticipated operational difficulties (including failure with plant, equipment or processes to operate in accordance with specifications or expectations) cost escalation, unavailability of materials and equipment, industrial disturbances or other job action, and unanticipated events related to health, safety and environmental matters, political risk, social unrest, and changes in general economic conditions or conditions in the financial markets. Mineral resources that are not mineral reserves do not have demonstrated economic viability. Inferred mineral resources are considered too speculative geologically to have economic considerations applied to them that would enable them to be categorized as mineral reserves. There is no certainty that mineral resources will be converted into mineral reserves. This list is not exhaustive of the factors that may affect any of the Company’s forward-looking statements. The Company does not currently hold a permit for the operation of the Prairie Creek Mine. These and other factors should be considered carefully and readers should not place undue reliance on the Company’s forward-looking statements. Further information regarding these and other factors which may cause results to differ materially from those projected in forward-looking statements are included in the filings by the Company with securities regulatory authorities. The Company does not undertake to update any forward-looking statements that may be made from time to time by the Company or on its behalf, except in accordance with applicable securities laws.

EX-99.2

NOTICE DECLARING INTENTION

TO BE QUALIFIED UNDER

NATIONAL INSTRUMENT 44-101

SHORT FORM PROSPECTUS DISTRIBUTIONS

(“NI 44-101”)

May 14, 2007

To: The Ontario Securities Commission, as notice regulator, and all other applicable securities regulators in the provinces of Canada

Canadian Zinc Corporation (the “Issuer”) intends to be qualified to file a short form prospectus under NI 44-101. The Issuer acknowledges that is must satisfy all applicable qualification criteria prior to filing a preliminary short form prospectus. This notice does not evidence the Issuer’s intent to file a short form prospectus, to enter into any particular financing or transaction or to become a reporting issuer in any jurisdiction. This notice will remain in effect until withdrawn by the Issuer.

Canadian Zinc Corporation

John F. Kearney

By: John F. Kearney Chairman

EX-99.3

PRESS RELEASE

CZN-TSX CZICF-OTCBB May 15, 2007 FOR IMMEDIATE RELEASE

Canadian Zinc Reports First Quarter 2007 Results

°   Continuing Successful Drilling at Prairie Creek Project

°   Road Permit Approved

Vancouver - May 15, 2007 -- Canadian Zinc Corporation (“TSX-CZN”) reports filing its Financial Statements for the quarter ended March 31, 2007. The net loss for the quarter was $64,468 compared to a net loss of $155,146 in the first quarter of 2006. The improvement is attributable to higher interest income on cash invested.

The winter 2007 exploration program at the Prairie Creek project was very successful with $1.7 million invested in exploration and development during the quarter up from $250,500 in the first quarter of 2006.

In April 2007, the Mackenzie Valley Land and Water Board granted the Company a Land Use Permit to operate a winter road from the Prairie Creek mine site to the Liard Highway.

At March 31, 2007 the Company had cash and short term investments of $27.6 million.

This press release should be read in conjunction with financial statements and the notes thereto for the quarter ended March 31, 2007. The financial statements and additional information relating to the Company, including Management’s Discussion and Analysis is available on SEDAR atwww.sedar.com or on the Company’s website at www.canadianzinc.com

Exploration Success in Underground Drilling:

The underground exploration and development program started in 2006 when a new decline was driven about 400 meters from the end of the pre-existing workings on the 870 meter level.

Six new drill stations were established at 50 meter spacings along the decline from which it is planned to drill up to 10,000 meters of underground exploration drilling in about 50 holes. By March 30, 2007 25 holes were completed totaling 5,212 meters of drilling.

The results to date from the underground drilling are considered very encouraging. A total of 24 of the first 25 holes drilled intersected significant grade mineralization and many holes had multiple intercepts. The grades within the vein mineralization are particularly strong with grades up to 56% combined lead and zinc with 10 oz/ton silver and increasing vein widths. New additional stratabound mineralization was also intersected in eight of the holes with multiple intercepts. Of particular note was the intersection of stratabound sulphide mineralization in the most northern holes drilled so far that test the stratabound host horizon, which indicates excellent potential of locating more stratabound mineralization as this stratigraphy continues further down dip. For full details of the drilling results from the underground program please refer to Canadian Zinc’s press releases dated October 24, 2006, December 6, 2006, January 9, 2007 March 5, 2007 March 22, 2007 and April 24, 2007 [see table of interim underground drill results attached].

Plans for 2007 include continuing the ongoing underground exploration and infill drilling program at the Prairie Creek property. It is expected that the underground drilling will continue through to June 2007.

It is also planned to continue the new decline by a further 250 meters to provide additional drilling access to the deeper parts of the Prairie Creek orebody. The objective of this program is to better define the historical mineral resource in the Main Zone and further explore for additional resources outside the currently known resource area. The bulk of this drilling is targeted on detailing the vein style mineralization, however, some deeper drilling exploring for additional stratabound mineralization is also involved. Minefill Services Inc. of Vancouver have been retained to complete an independent resource calculation for the Prairie Creek deposit upon completion of the underground drilling program.

Continued Progress in Permitting - Road Permit Approved

The Company is extremely pleased to report that the Mackenzie Valley Land and Water Board has approved a Land Use Permit to operate a winter road from the Prairie Creek mine site to the Laird Highway. The permit is valid for a period of five years to April 10, 2012.

The road to the Prairie Creek mine which was first constructed in 1980, is approximately 170 kms long. The road was operated for the following two years, 1981 and 1982, during which time in excess of 700 loads of material, plant, machinery, equipment and supplies were successfully transported to site, and enabled the construction of the extensive infrastructure which is currently in place at the Prairie Creek mine, including a 1,000 ton per day mill, workshops, camp accommodation, mobile and underground equipment, etc.

The approval of this road permit is a very important development for the Prairie Creek project. Operation of the road will facilitate the resupply of the minesite for the next five years and will enable bulk supplies, especially fuel, and large pieces of equipment to be delivered to the minesite. Until now the only access has been by air to the Company’s 3,000 foot airstrip at Prairie Creek, and obviously air transportation has capacity limitations and weather restrictions and is also expensive and inefficient.

The approval of the Road Permit completes the package of permits required for exploration and development of the Prairie Creek Mine.

Since 2001, Canadian Zinc has been granted four Land Use Permits, a Water Licence and now a Road Permit. During this time many aspects of the project have successfully undergone five separate Environmental Assessments (E.A.) completed by the Mackenzie Valley Environmental Impact Review Board (MVEIRB).

Canadian Zinc now holds the following permits for the Prairie Creek project:

·   Land Use Permit for underground exploration and development - valid to September 2008 and renewable;

·   Land Use Permit for surface diamond drill exploration within 1,000 meters of the minesite - valid to November 2008;

·   Land Use Permit for surface diamond drill exploration anywhere within the 16 kilometer long Prairie Creek property - valid to May 2011;

·   Water Licence (Type B) for water and waste management and pilot mill operation - valid to September 2008 and renewable;

·   Road Land use Permit for winter overland access - valid to April 2012.

Together these current permits enable Canadian Zinc to carry out all of its planned surface exploration, underground development and metallurgical testing work, which will in turn enable completion of revised resource calculations and a new feasibility study. Rehabilitation, upgrading and modernization of the mill and other infrastructure can also be carried out in preparation for production.

With the approval of the Road Permit, the only remaining permit required for the commencement of production is a Type A Water Licence for the operation of the mine and mill which would allow for the production of lead and zinc concentrates. The Project Description Report (“PDR”) for this Licence application has been prepared and is being reviewed and discussed with various Government bodies and Regulatory agencies. The Company plans to file the application for this Licence with the Mackenzie Valley Land and Water Board following completion of these reviews and discussions.

About Canadian Zinc:

Canadian Zinc’s 100% owned Prairie Creek (zinc/silver/lead) Project, located in the Northwest Territories, includes a partially developed underground mine with an existing 1,000 ton per day mill and related infrastructure and equipment. The Prairie Creek Property hosts a major mineral deposit containing a historically estimated resource of 3.6 million tonnes (measured and indicated) grading 11.8% zinc; 9.7% lead; 0.3% copper and 141.5 grams silver per tonne and 8.3 million tonnes (inferred) grading 12.8% zinc; 10.5% lead and 0.5% copper and 169.2 grams silver per tonne, with significant exploration potential. The deposit contains an estimated, in situ 3 billion pounds of zinc, 2.2 billion pounds of lead and approximately 70 million ounces of silver.

Cautionary Statement - Forward Looking Information:

This press release contains certain forward-looking information. This forward looking information includes, or may be based upon, estimates, forecasts, and statements as to management’s expectations with respect to, among other things, the issue of permits, the size and quality of the company’s mineral resources, future trends for the company, progress in development of mineral properties, future production and sales volumes, capital and mine production costs, demand and market outlook for metals, future metal prices and treatment and refining charges, the outcome of legal proceedings and the financial results of the company.The Company does not currently hold a permit for the operation of the Prairie Creek Mine. Mineral resources that are not mineral reserves do not have demonstrated economic viability. Inferred mineral resources are considered too speculative geologically to have economic considerations applied to them that would enable them to be categorized as mineral reserves. There is no certainty that mineral resources will be converted into mineral reserves.

For further information contact:

John F. Kearney	Alan B. Taylor
Chairman	VP Exploration & Chief Operating Officer
(416) 362- 6686	(604) 688- 2001
Suite 1002 - 111 Richmond Street West Toronto, ON M5H 2G4 Tel: (416 ) 362-6686 Fax: (416) 368-5344	Suite 1710-650 West Georgia Street, Vancouver, BC V6B 4N9 Tel: (604) 688-2001 Fax: (604) 688-2043 Tollfree:1-866-688-2001

E-mailinvest@canadianzinc.comWebsite:www.canadianzinc.com

ATTACHMENT TO PRESS RELEASE OF CANADIAN ZINC CORPORATION, MAY 15, 2007

Prairie Creek Interim Underground Drilling Intersections Previously Announced

Underground Drilling Intersections: Section 50650N
Hole Number	From (m)	To (m)	Length (m)	TT (m)	Dip (°W)	Pb%	Zn%	Ag gm/t	Cu%	Type
PCU-06-001	90.37	94.96	4.59	4.55	-6	9.11	23.87	170	0.421	V
PCU-06-002	96.71	98.51	1.80	1.66	+10	5.82	1.80	55	0.139	V
PCU-06-003	120.40	126.80	6.40	5.20	-44	15.55	12.42	396	1.185	V
PCU-06-004	173.00	176.40	3.40	2.18	-59	nsm				V
PCU-06-005	263.60	265.05	1.45	1.31	-74	6.33	21.43	75	0.031	SB
“	265.70	267.30	1.60	0.68	-74	14.14	2.22	200	0.402	V
“	274.36	278.59	4.23	1.80	-74	10.75	10.24	135	0.131	V
PCU-06-006	248.98	250.38	1.40	1.29	-79	12.86	24.19	166	0.045	SB
“	259.63	263.38	3.75	3.46	-79	9.06	18.29	104	0.019	SB
“	329.43	336.19	6.76	2.45	-79	2.40	0.26	22	0.018	V
Underground Drilling Intersections: Section 50600N
PCU-06-007	105.10	106.68	1.58	1.35	-8	15.22	10.52	168	0.392	V
PCU-06-008	108.42	110.32	1.90	1.50	-32	16.36	11.61	250	0.654	V
PCU-06-009	150.23	155.30	5.07	3.31	-50	15.60	12.95	240	0.528	V
PCU-06-010	186.03	187.64	1.61	0.86	-61	17.86	6.97	192	0.378	V
PCU-07-011	225.10	237.54	12.44	5.04	-69	9.85	9.45	153	0.349	V
“ includes	225.10	229.71	4.61	1.87	-69	13.38	10.23	220	0.556	V
“ includes	234.39	237.54	3.15	1.28	-69	18.12	21.02	262	0.522	V
PCU-07-011	240.04	242.40	2.36	2.07	-69	4.82	12.19	33	0.009	SB
PCU-07-012	235.25	235.8	0.55	0.50	-74	0.80	5.41	8	0.005	SB
PCU-07-012	250.62	254.35	3.73	3.37	-74	7.42	14.64	74	0.021	SB
PCU-07-012	257.78	259.67	1.89	1.71	-74	2.56	10.17	30	0.012	SB
PCU-07-012	264.58	265.22	0.64	0.22	-74	9.16	18.09	84	0.046	V
Underground Drilling Intersections: Section 50700N
PCU-07-013	95.71	98.04	2.33	2.11	13	19.97	12.69	318	0.831	V
PCU-07-014	92.21	95.49	3.28	3.21	-4	26.41	29.70	342	0.599	V
PCU-07-015	94.59	98.16	3.57	3.32	-29	16.99	16.49	228	0.403	V
PCU-07-016	154.00	156.70	2.70	1.97	-52	24.11	12.09	338	0.602	V
PCU-07-017	220.90	224.80	3.90	2.15	-66	11.43	18.73	334	0.945	V
“ -017	250.55	255.70	5.15	4.42	-66	0.41	2.71	6	0.003	SB
PCU-07-018	262.82	263.20	0.38	0.34	-75	6.39	4.69	36	0.010	SB
“ -018	266.00	267.26	1.26	1.14	-75	6.90	25.56	61	0.048	SB
“ -018	279.20	280.46	1.26	1.14	-75	6.20	16.51	57	0.021	SB
Underground Drilling Intersections: Section 50750N
PCU-07-019	94.30	97.09	2.79	2.49	15	26.59	25.92	490	1.201	V
PCU-07-020	94.31	95.59	1.79	1.78	0	0.38	4.65	9	0.040	V
PCU-07-021	98.35	105.09	6.74	5.85	-30	6.92	12.20	93	0.231	V
PCU-07-022	159.91	170.99	11.08	4.92	-53	15.44	19.75	282	0.755	V
PCU-07-023	229.26	232.76	3.50	2.02	-63	20.95	14.48	307	0.637	V
PCU-07-024	255.57	261.41	5.84	3.18	-67	8.28	1.71	92	0.118	V
“ -024	261.41	266.88	5.47	4.73	-67	9.91	11.83	63	0.015	SB
PCU-07-025	267.60	269.20	1.60	1.44	-73	19.25	13.61	201	0.049	SB
“ -025	286.21	290.90	4.69	4.21	-73	4.39	5.41	34	0.007	SB
“ -025	293.73	295.76	2.03	1.82	-73	3.01	9.13	34	0.005	SB
“ -025	296.20	298.40	2.20	0.74	-73	4.11	0.46	50	0.075	V
“ -025	301.90	305.95	4.05	3.64	-73	5.35	13.79	56	0.014	SB

EX-99.5

Computershare Trust Company of Canada

510 Burrard Street, 3^rd floor

Vancouver, BC V6C 3B9

Tel: 604.661.9400

Fax: 604.661.9401

April 4, 2007

Dear Sirs:All applicable Exchanges and Commissions

Subject:CANADIAN ZINC CORPORATION

We advise the following with respect to the upcoming Meeting of Shareholders for the subject Corporation:

1.Meeting Type	: Annual General Meeting
2.CUSIP/Class of Security entitled to receive notification	: 136802105/CA1368021053/COMMON
3.CUSIP/Class of Security entitled to vote	: 136802105/CA1368021053/COMMON
4.Record Date for Notice	: 04 May 2007
5.Record date for Voting	: 04 May 2007
6.Beneficial Ownership determination date	: 04 May 2007
7.Meeting Date	: 13 Jun 2007
8.Meeting Location	: TBA

Sincerely,

“Brian Kim”

Meeting Specialist

Client Services Department

Tel: 604.661.9400 Ext 4139

Fax: 604.661.9401