UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1

to

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 10 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 Amendment No.1 to the statement on Schedule 13D amends and supplements the statement on Schedule 13D filed by the reporting persons on June 27, 2018 and relates to the acquisition of beneficial ownership of Common Shares of Canadian Zinc Corporation (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 CAD is a Delaware limited liability company.

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.

On July 10, 2018, RCF VI CAD acquired 100,000,000 Common Shares and warrants to purchase 50,000,000 Common Shares (the “Warrants”) pursuant to a Subscription Agreement with the Company dated May 14, 2018. The issuance of the Common Shares and Warrants was subject to certain conditions precedent, including stockholder approval. The source of cash totaling CAD$20,000,000 was cash on hand.

RCF VI transferred 51,630,000 Common Shares owned by it to RCF VI CAD, a wholly owned subsidiary, concurrent with RCF VI CAD’s purchase of Common Shares (the “RCF VI Transfer”).

The beneficial ownership that is the subject of this Schedule 13D was acquired for the purpose of investment. 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 CAD: As of July 10, 2018, RCF VI CAD owned beneficially 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, RCF VI CAD is 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. Assuming the exercise of all Warrants, RCF VI CAD 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 CAD 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.

RCF VI: As of July 10, 2018, RCF 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. Assuming the exercise of all Warrants, RCF 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.

Associates VI: As of July 10, 2018, 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. 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: As of July 10, 2018, 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. 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.

On May 14, 2018, RCF VI CAD 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 entitles 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 was subject to shareholder approval at the Company’s shareholder meeting, which occurred on June 27, 2018. The closing of the Subscription Agreement occurred on July 10, 2018. The Company used a portion of the proceeds from the Offering to repay the balance of a USD$10,000,000 loan made by RCF VI to the Company, along with interest, fees and expenses of the loan. Proceeds not so utilized are to 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 executed a new investor agreement (the “Amended Agreement”). The Amended Agreement extends the rights granted to RCF VI under an Investor’s Agreement entered into between the Company and RCF VI on December 21, 2017 (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 owns at least 10% of the Common Shares of the Company, RCF VI CAD has the right to nominate one director to the board of the Company. At any time when RCF owns at least 20% of the Common Shares of the Company, RCF VI CAD has the right to nominate two directors to the board of the Company. RCF VI CAD has 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.

*Incorporated by reference to the Schedule 13D filed on June 27, 2018.

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.

July 17, 2018

Exhibit 10.2

AMENDED AND RESTATED INVESTOR AGREEMENT

THIS AGREEMENT made as of the 10th day of July, 2018

AMONG:

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

(hereinafter referred to as the “Company”)

AND:

RCF VI CAD LLC

(hereinafter referred to as the “Investor”)

AND:

RESOURCE CAPITAL FUND VI L.P.

(hereinafter referred to as “RCF”)

WHEREAS RCF, an Affiliate of the Investor, and the Company had previously entered into that certain Investor Agreement dated December 21, 2017 (the “Original Investor Agreement”);

AND WHEREAS the Investor and the Company have entered into a subscription agreement with respect to a C$20 million placement of units of the Company to the Investor dated May 14, 2018 (the “Subscription Agreement”);

AND WHEREAS a condition to the Investor’s obligations under the Subscription Agreement is that the Company and the Investor enter into this Agreement, which amends, restates, replaces and supercedes the Original Investor Agreement;

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;

“Budget” means the annual cost budget detailing the hard and soft costs associated with the development and construction of the Project (as applicable) and all related improvements;

“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;

“Credit Agreement” means the credit agreement dated December 21, 2017 between the Investor, as lender, and the Company, as borrower, in respect of a U.S. $10,000,000 senior secured bridge facility;

“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:

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 4 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.

If, at any time 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:

The Company covenants with the Investor as follows:

and each Director nominated by the Investor pursuant to this section 6(a) shall be an “Investor Nominee”;

meetings of any technical, social, financial and other committees established by the Board (including the PTC and ESC referenced above), and such observer(s) shall receive all information and committee documentation provided to the other members of each such committees, provided that if any such observation or disclosure of information or documentation creates a conflict of interest, in the reasonable opinion of the Company or the Investor, then such observer(s) may be excluded from any such meetings or such information or documentation may be withheld from such observer(s), as the case may be. To the extent reasonably considered necessary by the Company, any such observer(s) designated by the Investor shall enter into a confidentiality agreement (in form and substance acceptable to the Company and the Investor, each acting reasonably) and agree to be bound by the Company’s disclosure and insider trading policies;

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.

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 (5th) 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 (5th) 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 first date on which the Investor’s Percentage is less than 10%.

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.

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

[signature page to the Investor Agreement] 

Exhibit 99.1

JOINT FILING AGREEMENT

The undersigned acknowledge and agree that the foregoing Amendment No. 1 to 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.

Dated: July 17, 2018