form6k_infocir20ma08.htm

Suite 1710, 650 West Georgia Street

Vancouver, British Columbia V6B 4N9

NOTICE OF MEETING

AND

INFORMATION CIRCULAR

For

Annual General Meeting of Shareholders

To be Held on

Tuesday, June 17, 2008

30th Floor, 650 West Georgia Street

Vancouver, British Columbia V6B 4N9

CANADIAN ZINC CORPORATION

NOTICE OF MEETING

Suite 1710, 650 West Georgia Street

Vancouver, British Columbia V6B 4N9

TO: The Shareholders of Canadian Zinc Corporation

NOTICE IS HEREBY GIVEN THAT an annual general meeting (the "Meeting") of the shareholders of Canadian Zinc Corporation (the "Company") will be held at 30th Floor, 650 West Georgia Street, Vancouver, British Columbia on Tuesday, June 17, 2008, at the hour of 10:00 a.m., Vancouver time, for the following purposes:

1.	To receive and consider the report of the directors and the financial statements of the Company together with the auditor's report thereon for the financial year ended December 31, 2007;

2.	To determine the number of directors at six (6);

3.	To elect directors for the ensuing year;

4.	To appoint Ernst & Young LLP as the auditors for the ensuing year and to authorize the directors to fix the remuneration to be paid to the auditors; and

5.	To transact such further or other business as may properly come before the Meeting and any adjournments thereof.

The accompanying information circular provides additional information relating to the matters to be dealt with at the Meeting and is deemed to form part of this notice. Also accompanying this notice is a form of proxy and a supplemental mailing return card. Any adjournment of the Meeting will be held at a time and place to be specified at the Meeting.

Only holders of common shares of record at the close of business on May 9, 2008 will be entitled to receive notice of and vote at the Meeting. If you are unable to attend the Meeting in person, please complete, sign and date the enclosed form of proxy and return the same in the enclosed return envelope provided for that purpose within the time and to the location set out in the form of proxy accompanying this notice.

DATED this 15th day of May, 2008

BY ORDER OF THE BOARD OF DIRECTORS

(Signed)

John F. Kearney

Chairman

If you are a non-registered shareholder of the Company and receive these materials through your broker or through another intermediary, please complete and return the materials in accordance with the instructions provided to you by your broker or by the other intermediary. Failure to do so may result in your shares not being eligible to be voted by proxy at the Meeting.

CANADIAN ZINC CORPORATION

Suite 1710, 650 West Georgia Street

Vancouver, BC V6B 4N9

INFORMATION CIRCULAR

(As at May 9, 2008 except as otherwise indicated)

This information circular is furnished in connection with the solicitation of proxies by the management of Canadian Zinc Corporation (the “Company”) for use at the annual general meeting of the Company to be held on June 17, 2008 and at any adjournments thereof (the “Meeting”). The solicitation will be conducted by mail and may be supplemented by telephone or other personal contact to be made without special compensation by officers and employees of the Company. The cost of solicitation will be borne by the Company.

APPOINTMENT OF PROXYHOLDER

The purpose of a proxy is to designate persons who will vote the proxy on a shareholder's behalf in accordance with the instructions given by the shareholder in the proxy. The persons whose names are printed in the enclosed form of proxy for the Meeting are officers or directors of the Company (the “Management Proxyholders”).

A shareholder has the right to appoint a person other than a Management Proxyholder to represent the shareholder at the Meeting by striking out the names of the Management Proxyholders and by inserting the desired person's name in the blank space provided or by executing a proxy in a form similar to the enclosed form. A proxyholder need not be a shareholder.

REVOCABILITY OF PROXY

Any registered shareholder who has returned a proxy may revoke it at any time before it has been exercised. In addition to revocation in any other manner permitted by law, a proxy may be revoked by instrument in writing, including a proxy bearing a later date, executed by the registered shareholder or by his attorney authorized in writing or, if the registered shareholder is a corporation, under its corporate seal or by an officer or attorney thereof duly authorized. The instrument revoking the proxy must be deposited at the registered office of the Company, at any time up to and including the last business day preceding the date of the Meeting, or any adjournment thereof, or with the chairman of the Meeting on the day of the Meeting. Only registered shareholders have the right to revoke a proxy. Non-Registered Holders who wish to change their vote must, at least seven days before the Meeting, arrange for their respective nominees or intermediaries to revoke the proxy on their behalf.

VOTING BY PROXY

Only registered shareholders or duly appointed proxyholders are permitted to vote at the Meeting. Shares represented by a properly executed proxy will be voted or be withheld from voting on each matter referred to in the Notice of Meeting in accordance with the instructions of the shareholder on any ballot that may be called for and if the shareholder specifies a choice with respect to any matter to be acted upon, the shares will be voted accordingly.

If no choice is specified and one of the Management Proxyholders is appointed by a shareholder as proxyholder, such person will vote in favour of the matters specified in the notice of meeting for this Meeting and in favour of all other matters proposed by management at the Meeting.

The enclosed form of proxy also confers discretionary authority upon the person named therein as proxyholder with respect to amendments or variations to matters identified in the Notice of the Meeting and with respect to other matters which may properly come before the Meeting. At the date of this information circular, management of the Company knows of no such amendments, variations or other matters to come before the Meeting.

COMPLETION AND RETURN OF PROXY

Completed forms of proxy must be deposited at the office of the Company's registrar and transfer agent, Computershare Investor Services Inc., Proxy Department, 100 University Avenue, 9th Floor, Toronto, Ontario, M5J 2Y1, not later than forty-eight (48) hours, excluding Saturdays, Sundays and holidays, prior to the time of the Meeting, unless the chairman of the Meeting elects to exercise his discretion to accept proxies received subsequently.

NON-REGISTERED HOLDERS

Only shareholders whose names appear on the records of the Company as the registered holders of common shares or duly appointed proxyholders are permitted to vote at the Meeting. Most shareholders of the Company are "non-registered" shareholders because the common shares they own are not registered in their names but are instead registered in the name of a nominee such as a brokerage firm, bank or trust company through which they purchased the common shares. More particularly, a person is not a registered shareholder in respect of common shares which are held on behalf of that person (the “Non-Registered Holder”) but which are registered either: (a) in the name of an intermediary (an “Intermediary”) that the Non-Registered Holder deals with in respect of the common shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSP's, RRIFs, RESPs and similar plans); or (b) in the name of a clearing agency (such as The Canadian Depository for Securities Limited (“CDS”)) of which the Intermediary is a participant. In accordance with the requirements of National Instrument 54-101 of the Canadian Securities Administrators, the Company has distributed copies of the notice of meeting, this information circular and the proxy (collectively, the “Meeting Materials”) to the clearing agencies and Intermediaries for onward distribution to Non-Registered Holders.

Intermediaries are required to forward the Meeting Materials to Non-Registered Holders unless a Non-Registered Holder has waived the right to receive them. Very often, Intermediaries will use service companies to forward the Meeting Materials to Non-Registered Holders. Generally, Non-Registered Holders who have not waived the right to receive Meeting Materials will either:

(a)

be given a form of proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature), which is restricted as to the number of shares beneficially owned by the Non-Registered Holder but which is otherwise not completed. Because the Intermediary has already signed the form of proxy, this form of proxy is not required to be signed by the Non-Registered Holder when submitting the proxy. In this case, the Non-Registered Holder who wishes to submit a proxy should otherwise properly complete the form of proxy and deliver it to Computershare as provided above; or

(b)

more typically, be given a voting instruction form which is not signed by the Intermediary, and which, when properly completed and signed by the Non-Registered Holder and returned to the Intermediary or its service company, will constitute voting instructions (often called a “proxy authorization form”) which the Intermediary must follow. Typically, the proxy authorization form will consist of a one page pre-printed form. Sometimes, instead of the one page pre-printed form, the proxy authorization form will consist of a regular printed proxy form accompanied by a page of instructions which contains a removable label containing a bar-code and other information. In order for the form of proxy to validly constitute a proxy authorization form, the Non-Registered Holder must remove the label from the instructions and affix it to the form of proxy, properly complete and sign the form of proxy and return it to the Intermediary or its service company in accordance with the instructions of the Intermediary or its service company.

In either case, the purpose of this procedure is to permit Non-Registered Holders to direct the voting of the common shares which they beneficially own. Should a Non-Registered Holder who receives one of the above forms wish to vote at the Meeting in person, the Non-Registered Holder should strike out the names of the Management Proxyholders and insert the Non-Registered Holder's name in the blank space provided. In either case, Non-Registered Holders should carefully follow the instructions of their Intermediary, including those regarding when and where the proxy or proxy authorization form is to be delivered.

In addition, Canadian securities legislation now permits the Company to forward meeting materials directly to Non-Objecting Beneficial Owners (“NOBOs”). As a result non-objecting beneficial owners can expect to receive a scannable Voting Instruction Form (“VIF”) from Computershare. These VIFs are to be completed and returned to Computershare in the envelope provided or by facsimile. In addition, Computershare provides both telephone voting and internet voting as described on the VIF itself which contain complete instructions. Computershare will tabulate the results of the VIFs received from non objecting beneficial owners and will provide appropriate instructions at the Meeting with respect to the shares represented by the VIFs they receive. If the Company or its agent has sent these materials directly to you (instead of through a nominee), your name and address and information about your holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the nominee holding on your behalf. By choosing to send these materials to you directly, the Company (and not the nominee holding on your behalf) has assumed responsibility for (i) delivering these materials to you and (ii) executing your proper voting instructions.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Except as set out herein, to the knowledge of the management of the Company, no person who has been a director or executive officer of the Company since the beginning of the Company's last financial year, no proposed nominee of management for election as a director of the Company and no associate or affiliate of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting other than the election of directors and the appointment of auditors.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The Company is authorized to issue an unlimited n umber of common shares without par value, of which as at May 9, 2008 (the record date for the Meeting), 120,685,063 common shares were issued and outstanding. The holders of common shares are entitled to one vote for each common share held. Holders of common shares of record at the close of business on May 9, 2008 will be entitled to receive notice of and vote at the meeting. The Company has only one class of shares.

To the knowledge of management of the Company, no person beneficially owns, controls or directs, directly or indirectly, shares carrying more than 10% of the voting rights attached to the common shares of the Company, except as disclosed in the table below:

Name of Owner	Number of Common Shares	Percentage
Sprott Asset Management Inc.(1)	16,805,333(1)	13.92%

(1) Based upon information contained in the most recent Report under Part 4 of National Instrument 62-103 dated December 10, 2007 as filed on SEDAR.

ELECTION OF DIRECTORS

At the meeting, shareholders will be asked to elect six (6) directors proposed by management (the “Proposed Directors”). The following table provides the names of the directors proposed by management and information concerning them, as furnished by the individual Proposed Directors. The specified persons in the enclosed form of proxy intend to vote for the election of the Proposed Directors. Management does not contemplate that any of the Proposed Directors will be unable to serve as a director. Each director of the Company holds office until the next annual general meeting of shareholders or until his successor is elected or appointed.

Name, Jurisdiction of Residence and Position Held with the Company	Principal Occupation During Preceding Five Years	Date First Became Director of the Company	Common Shares beneficially owned, controlled or directed, directly or indirectly (1)
Brian A. Atkins British Columbia, Canada Proposed Director	Director of North Shore Credit Union; Member of the Independent Review Committee of Inhance Investment Management Inc.; Partner at KPMG until September 2005.	Nominee	Nil
John F. Kearney(2) Ontario, Canada Chairman, President, Chief Executive Officer and Director	Chairman, President and Chief Executive Officer of Canadian Zinc Corporation since 2003; Chairman of Labrador Iron Mines Limited since May 2007; Chairman of Conquest Resources Limited since 2001; Chairman of Anglesey Mining plc since 1994.	November 2001	1,009,409 common shares
John A. MacPherson British Columbia, Canada Director	Director and Chairman of Tower Energy Ltd from 2004 to April 2008; Chairman of Canadian Zinc Corporation from 2000 to June 2003.	May 1999	50,000 common shares
Dave Nickerson Northwest Territories, Canada Director	Professional engineer, mining consultant; Director of Tyhee Development Corp. since 2003; previously Chairman of Northwest Territories Water Board; Member of Parliament, Member of NWT Legislative Assembly; Government Minister.	March 2004	7,500 common shares
Alan C. Savage(3) British Columbia, Canada Director	Director of Selkirk Metals Corp. since 2007; Chairman of Doublestar Resources Ltd. from 2003 to 2007; Director of Copper Ridge Exploration Ltd. since 2004; Director of Hi Ho Silver Resources Inc. since 2007; and Director of Inflazyme Pharmaceuticals Ltd. since April 2008.	June 2003	12,000 common shares
Alan B. Taylor British Columbia, Canada Vice President, Exploration, Chief Operating Officer and Director	Vice President, Exploration of Canadian Zinc Corporation since 1999 and Chief Operating Officer of Canadian Zinc Corporation since March 2004. Director of Cronus Resources Ltd. (formerly Sunrise Minerals Inc.) since 2005.	March 2004	Nil

(1)	The information as to common shares beneficially owned or over which the above-named directors exercise control or direction, not being within the knowledge of the Company, has been furnished by the respective directors individually.

(2)	Mr. Kearney served as a non-executive director of McCarthy Corporation plc from July 2000 to March 2003. In June 2003, McCarthy Corporation plc proposed a voluntary arrangement with its creditors pursuant to the legislation of the United Kingdom.

(3)	Mr. Savage served as a director of Consolidated Van Anda Gold Ltd., which became the subject of a cease trade order of the Alberta Securities Commission in February 2002 for failure to file financial statements. Mr. Savage resigned as a director of Consolidated Van Anda Gold Ltd. in August 2003.

IF ANY OF THE ABOVE PROPOSED DIRECTORS IS FOR ANY REASON UNAVAILABLE TO SERVE AS A DIRECTOR, PROXIES IN FAVOUR OF MANAGEMENT WILL BE VOTED FOR ANOTHER PROPOSED DIRECTOR IN THEIR DISCRETION UNLESS THE SHAREHOLDER HAS SPECIFIED IN THE PROXY THAT HIS SHARES ARE TO BE WITHHELD FROM VOTING IN THE ELECTION OF DIRECTORS.

The board of directors of the Company does not have an executive committee; however, the board of directors has appointed Mr. Alan Savage as lead director. There are three formal board committees:

(1)	The Audit Committee comprised of Robert Gayton (not seeking re-election as a director), Alan Savage and Dave Nickerson;

(2)	The Compensation Committee comprised of Robert Gayton (not seeking re-election as a director) and Alan Savage; and

(3)	The Health & Safety Committee comprised of Alan Taylor, Dave Nickerson and the Prairie Creek Site Managers.

EXECUTIVE COMPENSATION

The following table sets forth all annual and long-term compensation for services in all capacities to the Company and its subsidiaries for the three most recently completed financial years (to the extent required by National Instrument Form 51-102F6) in respect of John F. Kearney, the Chief Executive Officer of the Company, Alan Taylor, the Chief Operating Officer of the Company, Danesh Varma, the Chief Financial Officer of the Company (until October 15, 2007) and Martin Rip, the Chief Financial Officer of the Company since October 15, 2007 (the “Named Executive Officers”). No other executive officers of the Company were in receipt of salaries or bonuses in excess of $150,000 during the financial year ended December 31, 2007.

SUMMARY COMPENSATION TABLE

		Annual Compensation			Long-Term Compensation
					Awards		Payouts
Name And Principal Position	Year	Salary ($)	Bonus ($)	Other Annual Compen-sation ($)	Securities Under Options/ SARs Granted (#)	Shares or Units Subject to Resale Restrictions ($)	LTIP Payouts ($)	All Other Compen-sation ($)
John F. Kearney Chairman, President and Chief Executive Officer	2007 2006 2005	$180,000(1) $180,000(1) $144,000	$25,000(1) $72,000(1) Nil	Nil Nil Nil	Nil 200,000 1,000,000	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil
Alan B. Taylor Chief Operating Officer	2007 2006 2005	$168,000 $176,069 $144,000	$42,000 $72,000 Nil	Nil Nil Nil	Nil 200,000 700,000	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil
Danesh D. Varma Chief Financial Officer (2)	2007 2006 2005	$12,000 $12,000 $12,490	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil
Martin Rip Chief Financial Officer (3)	2007 2006 2005	$30,600 N/a N/a	$1,800 N/a N/a	Nil N/a N/a	300,000 N/a N/a	Nil N/a N/a	Nil N/a N/a	Nil N/a N/a

(1)	Paid to a private company controlled by John F. Kearney.

(2)	Mr. Varma was appointed Chief Financial Officer of the Company in February 2005 and resigned in October 2007.

(3)	Mr. Rip was appointed Chief Financial Officer of the Company in October 2007.

Long-Term Incentive Plan (“LTIP”) Awards

The Company does not have a LTIP pursuant to which cash or non-cash compensation intended to serve as an incentive for performance (whereby performance is measured by reference to financial performance or the price of the Company's securities) is paid.

Option/Stock Appreciation Rights (“SAR”) Grants During the Most Recently Completed Financial Year

The following table provides details on stock options granted to the Named Executive Officers during the year ended December 31, 2007.

Name	Securities Under Options/SARs Granted (#)	Percent of Total Options/SARs Granted to Employees in Financial Year (1)	Exercise or Base Price ($/Security)	Market Value of Securities Underlying Options/SARs on the Date of Grant ($/Security)	Expiration Date
Martin Rip	300,000 (2)	43%	$0.94 (3)	$0.95 (3)	October 15, 2012

(1) The total number of options granted in fiscal 2007 was 695,000 (including Mr. Rip’s option above).

(2) This option vests as to 200,000 options on February 15, 2008 and 100,000 options on October 15, 2008.

(3) The exercise price for options granted was determined by the Compensation Committee of the Board of Directors based on the closing price of the Company’s common shares as quoted on The Toronto Stock Exchange (the “TSX”) as at October 12, 2007, the business day prior to the date of grant.

Aggregate Option/SAR Exercises During the Most Recently Completed Financial Year and

Financial Year-End Option/SAR Values

The following table sets forth details of all exercises of stock options during the most recently completed financial year by the Named Executive Officers, the number of unexercised options held by the Named Executive Officers at the financial year-end and the value of unexercised in-the-money options on an aggregated basis at the financial year-end.

Name	Securities Acquired on Exercise (#)	Aggregate Value Realized ($)	Unexercised Options/SARs at Financial Year-End (#) Exercisable/ Unexercisable	Value of Unexercised In-the-Money Options/SARs at Financial Year-End(1) ($) Exercisable/ Unexercisable
John F. Kearney	450,000	$180,000 (2)	1,200,000/Nil	$150,000/Nil
Alan B. Taylor	Nil	Nil	900,000/Nil	$105,000/Nil
Danesh Varma	Nil	Nil	Nil/Nil	Nil/Nil
Martin Rip	Nil	Nil	Nil/300,000	Nil/Nil

(1) The closing price of the common shares of the Company on the TSX on December 31, 2007 was $0.75.

(2) Based upon the closing price of the common shares of the Company on the TSX on March 15, 2007 of $0.63.

Option and SAR Repricings

There was no repricing of stock options under the Company's stock option plan or otherwise during the most recently completed financial year.

Defined Benefit or Actuarial Plan

The Company does not have a defined benefit or actuarial plan.

Termination of Employment, Change in Responsibilities and Employment Contracts

Except as otherwise disclosed herein, the Company and its subsidiaries have no compensatory plan or arrangement in respect of compensation received or that may be received by an executive officer of the Company in the Company's most recently completed or current financial year to compensate such executive officer in the event of the termination of employment (resignation, retirement, change of control) or in the event of a change in responsibilities following a change in control, where in respect of the executive officer the value of such compensation exceeds $100,000.

The Company entered into an Employment Agreement dated effective October 15, 2007 (the “Rip Agreement”) with Mr. Rip for his continuing services as an officer of the Company commencing on October 15, 2007 in consideration of an annual salary of $144,000. Certain provisions in the Rip Agreement deal with events around termination of employment and change in responsibilities following a change of control. Should Mr. Rip’s employment with the Company be terminated without cause in the first year of his employment, Mr. Rip is entitled to receive three months termination pay at his then current salary. If his employment is terminated without cause after one year of service this amount increases to six months termination pay; and after four years of service to one year of termination pay. In the event of a change of control and subsequent termination or constructive dismissal within 12 months of the change of control, Mr. Rip is entitled to receive, in addition to termination pay, a further amount equal to six months of his then current annual salary.

Composition of Compensation Committee

During 2007, the Compensation Committee consisted of Robert Gayton and Alan Savage and was responsible for determining the compensation of executive officers of the Company. Robert Gayton served as a part-time Interim Chief Financial Officer of the Company from January 1, 2002 until December 9, 2004 pending the appointment of a permanent Chief Financial Officer.

Report on Executive Compensation

Historically, the compensation of executive officers of the Company has been comprised primarily of cash compensation and the allocation of incentive stock options. In establishing levels of remuneration and in granting stock options, an executive's performance, level of expertise, responsibilities, length of service to the Company and comparable levels of remuneration paid to executives of other companies of comparable size and development within the industry are taken into consideration. Interested executives do not participate in reviews, discussions or decisions of the Compensation Committee or the board of directors regarding this remuneration.

The general compensation philosophy of the Company for executive officers, including for the Chief Executive Officer, is to provide a level of compensation that is competitive within the North American marketplace and that will attract and retain individuals with the experience and qualifications necessary for the Company to be successful, and to provide long-term incentive compensation which aligns the interest of executives with those of shareholders and provides long-term incentives to members of senior management whose actions have a direct and identifiable impact on the performance of the Company and who have material responsibility for long-range strategy development and implementation.

The Company's stock option plan is administered by the board of directors of the Company. The stock option plan is designed to give each option holder an interest in preserving and maximizing shareholder value in the longer term, to enable the Company to attract and retain individuals with experience and ability, and to reward individuals for current performance and expected future performance. Stock option grants are considered when reviewing executive officer compensation packages as a whole.

This report on executive compensation was submitted by the Compensation Committee of the Company, comprising of Robert Gayton and Alan C. Savage.

Compensation of Directors

For the financial year 2007, the Company paid each director, other than executive officers, an annual fee of $10,000 plus $500 for each meeting or committee meeting attended. An aggregate of $66,500 was paid to directors for their services as directors during 2007.

From time to time, directors may be retained to provide specific services to the Company and will be compensated on a basis to be negotiated. In 2007, John MacPherson was paid $3,200 for consulting services.

The Company has no plans other than the Company's stock option plan previously referred to herein pursuant to which cash or non-cash compensation was paid or distributed to directors during the most recently completed financial year or is proposed to be paid or distributed in a subsequent year. Directors are eligible to participate in the stock option plan. During the financial year ended December 31, 2007, no stock options were granted to directors of the Company.

Performance Graph

The following graph compares the yearly percentage change in the cumulative total shareholder return over the last five financial years of the common shares of the Company, assuming a $100 investment in the common shares of the Company on December 31, 2002, with the S&P/TSX Composite Index during such period, assuming dividend reinvestment.

CUMULATIVE VALUE OF A $100 INVESTMENT AS OF DECEMBER 31

DATA	2002	2003	2004	2005	2006	2007
CZN	100	629	286	405	410	357
S&P/TSX	100	124	140	170	195	209

Indebtedness of Directors and Executive Officers

No director or executive officer, proposed management nominee for election as a director of the Company or associate or affiliate of any such director or executive officer, is or, at any time since the beginning of the most recently completed financial year of the Company, was indebted to or guaranteed or supported by the Company.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

No informed person or proposed director of the Company, or any associate or affiliate of any informed person or proposed director, has had a material interest, direct or indirect, in any transaction of the Company since the commencement of the Company's last fiscal year or in any proposed transaction which has materially affected or would materially affect the Company, other than of payments aggregating $485,000 made to directors and/or corporations controlled by directors representing executive compensation and/or management consulting fees.

The Company granted stock options to certain directors and/or officers of the Company during the most recently completed financial year.

MANAGEMENT CONTRACTS

Except as otherwise disclosed herein, no management functions of the Company are performed to any substantial degree by a person other than the directors or executive officers of the Company.

DISCLOSURE OF CORPORATE GOVERNANCE PRACTICES

The following discloses the Company’s corporate governance practices as required by National Instrument 58-101.

Independence of Members of Board

The Company’s board of directors currently consists of six directors. Four of the directors, Robert Gayton, Dave Nickerson, John MacPherson and Alan Savage, being a majority, are considered independent of management and of any significant shareholder and are considered competent to exercise independent judgment in carrying out their responsibilities as directors. None of these have any direct or indirect material relationship with the Company or have any relationship pursuant to which they may accept directly or indirectly any consulting, advisory or other compensatory fees, other than as remuneration for acting in his capacity as a member of the Board of Directors or any committee thereof.

Robert Gayton is not and never has been an employee of the Company. However, Mr. Gayton did serve as a part-time interim Chief Financial Officer of the Company prior to December 2004. John MacPherson served as Chairman of the Company prior to July 2003 and prior to that time was also an employee of the Company. In the view of the Company’s Board of Directors, the above described relationships, which have terminated, do not reasonably interfere with the exercise of independent judgment by Mr. Gayton or Mr. MacPherson.

Mr. Gayton has been a member of the Audit Committee since 2000. The Company considers Mr. Gayton to be independent for the purposes of National Instrument 52-110 (“NI 52-110”) in that he has no direct or indirect relationship with the Company which could, in the view of the Board of Directors of the Company, be reasonably expected to interfere with the exercise of independent judgment.

However, as noted above, Mr. Gayton did serve as a part-time Interim Chief Financial Officer of the Company during the period January 1, 2002 until December 9, 2004 pending the appointment of a permanent Chief Financial Officer and may, for the purposes of the independence tests in NI 52-110, be deemed to have been an Executive Officer of the Company during that time. Mr. Gayton also received consulting fees of $8,483, $5,625 and $6,000 in respect of the calendar years 2002, 2003 and 2004 respectively (in addition to remuneration for acting as a member of the Board of Directors), which fees may be deemed, for the purposes of the independence tests in NI 52-110, to have been consulting fees for acting in his capacity as an Executive Officer of the Company.

Section 3.6 (Temporary Exemption for Limited and Exceptional Circumstances) of NI 52-110 provides temporary relief from the independence requirements in NI 52-110 with respect to a particular audit committee member in circumstances where, among other things, the Board of Directors determines in its reasonable judgment that the member is able to exercise the impartial judgment necessary for the member to fulfill his responsibilities as an audit committee member and the appointment of the member is required by the best interests of the Company and its shareholders. The Company has relied on this exemption with respect to Mr. Gayton for the past three fiscal years up to December 9, 2007, being three years after the date Mr. Gayton served as interim Chief Financial Officer.

The Chairman of the Board, John F. Kearney, is not independent in that he is also President and Chief Executive Officer of the Company. Alan B. Taylor is not independent as he is the Vice-President Exploration and Chief Operating Officer of the Company.

The Board has appointed Alan Savage as lead director. The Chairman of each of the Audit Committee and the Compensation Committee is an independent director, who provides leadership to those committees, and the Chairman of the Board does not sit on either committee.

Supervision by the Board

The Chief Executive Officer and Chief Operating Officer report upon the operations of the Company directly to the Board on a regular basis. The independent directors are able to meet at any time they consider necessary without any members of management, including non-independent directors, being present. The Audit Committee is composed of independent directors who meet with the Company’s auditors, and without management in attendance if considered necessary or desirable. The independent directors have regular and full access to management and are able to meet at any time without the non-independent directors being present if considered necessary or desirable.

Participation of Directors in Other Reporting Issuers

The participation of the Directors in other reporting issuers is described in the following table:

Name of Director	Name of Other Reporting Issuer
Robert Gayton	Amerigo Resources Limited Eastern Platinum Limited Intrinsyc Software International, Inc. Nevsun Resources Ltd. Palo Duro Energy Inc. Quaterra Resources Inc. Western Copper Corporation
John F. Kearney	Anglesey Mining plc Avnel Gold Mining Limited Conquest Resources Limited Labrador Iron Mines Holdings Limited Minco plc Scandinavian Minerals Limited Sulliden Exploration Inc.
John MacPherson	Tower Energy Ltd. (to April 2008)
Dave Nickerson	Tyhee Development Corp.
Alan C. Savage	Selkirk Metals Corp. Copper Ridge Exploration Ltd. Hi Ho Silver Resources Inc. Inflazyme Pharmaceuticals Ltd.
Alan Taylor	Cronus Resources Ltd.

Participation of Directors in Board Meetings

In the year ended December 31, 2007, nine board meetings were held. The attendance record of each director for the board meetings held is as follows:

Name of Director	Number of Board Meetings
Robert Gayton	9
John F. Kearney	9
John A. MacPherson	9
Dave Nickerson	9
Alan C. Savage	9
Alan B. Taylor	9

Board Mandate

The Board does not have a written mandate. The mandate of the Board is to supervise the management of the business and affairs of the Company. As part of its overall stewardship the Board of Directors assumes responsibility for strategic planning, identification of the principal risks associated with the Company’s business and ensuring appropriate management of these risks and making all senior officer appointments, including responsibility for evaluating performance, management development and succession planning.

Position Descriptions

The Board has not developed written position descriptions for the Chair of the Board or the Chairs of each of the Committees. The Board is of the view that the role and responsibilities of the Chair and of the Chairs of the respective Committees are sufficiently specific that no separate written position descriptions would be helpful.

The Company does not have an employment contract, or a written position description, in place with its President and Chief Executive Officer. The Chief Executive Officer is responsible for the day to day operations of the Company and reports directly to the Board of Directors on a regular basis. The Board responds to, and if it considers appropriate, approves with such revisions as it may require, recommendations which have been brought forward by the Chief Executive Officer. In addition to those matters which by law must be approved by the Board, all significant activities and actions proposed to be taken by the Company including in particular: capital budgets; financing; property acquisitions or dispositions; senior appointments and compensation are subject to approval by the Board of Directors.

Orientation and Continuing Education

The Company does not have a formal orientation or education program for directors. New Board members are provided with information respecting the functioning of the Board of Directors and its Committees. In addition, new directors receive copies of Board materials, corporate policies and procedures, and other information regarding the business and operations of the Company. Board members are expected to keep themselves current with industry trends and developments and are encouraged to communicate with management and, where applicable, auditors and technical consultants of the Company, and visit the Company’s offices on a regular basis. Board members have access to legal counsel to the Company in the event of any questions or matters relating to the Board members’ corporate and director responsibilities and to keep themselves current with changes in legislation. Board members have full access to the Company’s records and general industry information and material of interest is circulated to directors on a regular basis.

Ethical Business Conduct

The Board assumes responsibility for the Company’s approach to corporate governance matters. The Board views good corporate governance and ethical business conduct as an integral and essential component to the supervision and management of the Company and to meet responsibilities to shareholders, employees and other stakeholders. The Board adopted a written code for directors, officers and employees on November 1, 2007 – a copy of this Code can be found on the Company’s website at www.canadianzinc.com. The Board conducts periodic reviews of the Company’s corporate governance practices and procedures in the light of applicable rules and guidelines and the current status and stage of development of the Company.

Directors are expected to adhere to all corporate law requirements in respect of any transaction or agreement in which they may have a material interest. It is a requirement of applicable corporate law that directors who have an interest in a transaction or agreement with the Company promptly disclose that interest at any meeting of the Board at which the transaction or agreement will be discussed and abstain from discussions and voting in respect to same if the interest is material. Where appropriate any director having a material conflict of interest will be expected to withdraw from the meeting and not participate in the meeting where such matter is being considered so that the remaining directors may properly exercise independent judgment.

Nomination of Directors

The Board has not appointed an independent Nominating Committee. Nominations, if and when they arise, are generally the result of formal or informal discussions with members of the Board or recommendations by members of the Board. Nominations to the Board are determined, after appropriate review and investigation, by the Board of Directors as a whole.

Compensation

The Board has appointed a Compensation Committee which has responsibility for determining compensation for the directors and senior management. See “Report on Executive Compensation” above.

The Compensation Committee is comprised of Robert Gayton and Alan Savage. All members of the Compensation Committee are considered independent. Mr. Gayton served as part-time acting Chief Financial Officer prior to December 2004 (as described above). The Board does not consider that such relationship interferes with Mr. Gayton’s ability to function independently on the Compensation Committee. The Committee makes recommendations to the Board with regard to the compensation of the Company’s directors. The Committee makes recommendations to the Board with respect to the compensation of the President and Chief Executive Officer. The Compensation Committee meets as requested by the Board or the Chief Executive Officer, or as considered desirable by the Committee. The Compensation Committee has the authority to retain independent advisors as it may deem necessary or appropriate to allow it to discharge its responsibilities. The Compensation Committee has not retained a compensation consultant or advisor since the beginning of the 2006 financial year, except that a recruitment consultant was retained to assist in the search for a Chief Financial Officer during 2007.

Other Committees

In addition to the Audit Committee and the Compensation Committee, the Board also has a Health & Safety Committee comprised of Alan Taylor, Dave Nickerson and the Prairie Creek Site Managers.

Assessment

The Board of Directors continuously reviews on an ongoing informal basis the effectiveness of the Board as a whole and the effectiveness, contribution and performance of the Board, its committees and individual directors. Each year, when it determines the number of directors to be elected at the annual meeting of shareholders, the Board considers its appropriate size and composition to properly administer the affairs of the Company and to effectively carry out the duties of the Board, given the Company’s current status and stage of development.

AUDIT COMMITTEE DISCLOSURE

The Company's audit committee is governed by a written charter that sets out its mandate and responsibilities. A copy of this charter and the disclosure on the Audit Committee required by National Instrument 52-110 is contained under the heading “Audit Committee Information” in the Company's Annual Information Form for the year ended December 31, 2007 which may be viewed under the Company's profile on SEDAR at www.sedar.com.

EQUITY COMPENSATION PLAN INFORMATION

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (December 31, 2007) (a)	Weighted-average exercise price of outstanding options, warrants and rights (December 31, 2007) (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (December 31, 2007) (c)
Equity compensation plans approved by securityholders	4,865,000	$0.73	7,156,396
Equity compensation plans not approved by securityholders	Nil	Nil	Nil
Total	4,865,000		7,156,396

Under the stock option plan of the Company (the “Stock Option Plan”), options to purchase common shares of the Company may be granted to employees, officers and directors of the Company or subsidiaries of the Company and other persons or companies engaged to provide ongoing management or consulting services (“Service Providers”) for the Company or any entity controlled by the Company. In determining the number of common shares of the Company subject to each option granted under the Stock Option Plan, consideration is given to the present and potential contribution by such person or company to the success of the Company.

APPOINTMENT OF AUDITORS

Unless such authority is withheld, the persons named in the accompanying proxy intend to vote for the re-appointment of Ernst & Young LLP, as auditors of the Company for the 2008 fiscal year, and to authorize the directors to fix their remuneration.

PARTICULARS OF OTHER MATTERS TO BE ACTED UPON

There are no other matters to be acted upon.

NORMAL COURSE ISSUER BID

The Company has obtained TSX approval to conduct a normal course issuer bid (the “Bid”) pursuant to which the Company may purchase up to a maximum of 5,000,000 common shares in the capital of the Company, representing approximately 4.1% of the issued and outstanding common shares of the Company of 120,685,063 as at May 1, 2008. The Company is of the view that the recent market prices of the common shares of the Company do not properly reflect the underlying value of the Company's assets. No insiders of the Company intend to participate in the Bid.

The Bid may be carried out from May 13, 2008 for a period of up to one year. Pursuant to TSX policies, daily purchases made by the Company under the Bid may not exceed 44,876 common shares, which is 25% of the average daily trading volume of 179,505 common shares on the TSX over the six months prior to the commencement of the Bid, subject to certain prescribed exceptions. Purchases pursuant to the Bid will be made from time to time through the facilities of the TSX. Common shares purchased will be paid for with cash available from the Company's working capital, which at March 31, 2008, was $27.3 million. All common shares purchased pursuant to the Bid will be cancelled and returned to treasury.

Shareholders may request a copy of the notice of intention to make a normal course issuer bid filed by the Company with the TSX in relation to the Bid, without charge, by contacting the Company at the address in the “Additional Information” section below.

ADDITIONAL INFORMATION

Additional information relating to the Company is available under the Company's profile on SEDAR at www.sedar.com and on the Company's website at www.canadianzinc.com. Financial information is provided in the Company’s Financial Statements and Management’s Discussion and Analysis (“MD&A”) for the year ended December 31, 2007.

Shareholders may request copies of the Company’s Financial Statements, MD&A and Annual Information Form by contacting the Company at:

Suite 1710, 650 West Georgia Street

Vancouver, BC V6B 4N9

Tel: (604) 688-2001 Fax: (604) 688-2043

Email: invest@canadianzinc.com

* * * * * * * *

OTHER MATTERS

Management of the Company is not aware of any other matter to come before the Meeting other than as set forth in the notice of Meeting. If any other matter properly comes before the Meeting, it is the intention of the persons named in the enclosed form of proxy to vote the shares represented thereby in accordance with their best judgment on such matter.

The contents and sending of this Information Circular have been approved by the directors of the Company.

DATED at Vancouver, British Columbia as of the 15th day of May, 2008.

BY ORDER OF THE BOARD OF DIRECTORS

(Signed)

John F. Kearney

Chairman

EXHIBIT LIST
99.1	Notice of the Meeting and record date
99.2	Voting Instruction Form
99.3	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 May 27, 2008	By:	/s/ John F. Kearney
		John F. Kearney
		President and Chairman


Meeting Type :	Annual General Meeting
Record Date for Notice of Meeting :	09/05/2008
Record Date for Voting (if applicable) :	09/05/2008
Meeting Date :	17/06/2008
Meeting Location (if available) :	Vancouver, BC
Voting Security Details:

Description	CUSIP Number	ISIN
COMMON	136802105	CA1368021053

1.	We are sending to you the enclosed proxy-related materials that relate to a meeting of the holders of the series or class of securities that are held on your behalf by the intermediary identified above. Unless you attend the meeting and vote in person, your securities can be voted only by management, as proxy holder of the registered holder, in accordance with your instructions.
2.	We are prohibited from voting these securities on any of the matters to be acted upon at the meeting without your specific voting instructions. In order for these securities to be voted at the meeting, it will be necessary for us to have your specific voting instructions. Please complete and return the information requested in this VIF to provide your voting instructions to us promptly.
3.	If you wish to attend the meeting in person or appoint some other person or company who need not be a shareholder, to attend and act on your behalf at the meeting please insert your name(s) or the name of your chosen appointee in the space provided (please see reverse).
4.	This VIF should be signed by you in the exact manner as your name appears on the VIF. If these voting instructions are given on behalf of a body corporate set out the full legal name of the body corporate, the name and position of the person giving voting instructions on behalf of the body corporate and the address for service of the body corporate.
5.	If this VIF is not dated, it will be deemed to bear the date on which it is mailed by management to you.
6.	When properly signed and delivered, securities represented by this VIF will be voted as directed by you, however, if such a direction is not made in respect of any matter, the VIF will direct the voting of the securities to be made as recommended in the documentation provided by Management for the meeting.
7.	This VIF confers discretionary authority on the appointee to vote as the appointee sees fit in respect of amendments or variations to matters identified in the notice of meeting or other matters as may properly come before the meeting or any adjournment thereof.
8.	Should you wish to receive a legal form of proxy, please write to Computershare at the address indicated above and one will be sent to you by mail. Please remember that a legal proxy is subject to all the terms and conditions that apply to proxies as outlined in the documentation provided by Management including any cut-off time for receipt.
9.	Your voting instructions will be recorded on receipt of the VIF and a legal form of proxy will be submitted on your behalf.
10.	By providing voting instructions as requested, you are acknowledging that you are the beneficial owner of, and are entitled to instruct us with respect to the voting of, these securities.
11.	If you have any questions regarding the enclosed documents, please contact the Registered Representative who services your account.
12.	This VIF should be read in conjunction with the accompanying documentation provided by Management.

I/We, being holder(s) of Canadian Zinc Corporation (the
"Company") hereby appoint: John F. Kearney, a Director of the Company, or failing him, Alan Taylor, a Director of the Company, or failing him, John MacPherson, a Director of the Company,	OR	If you wish to attend in person or appoint someone else to attend on your behalf, print your name or the name of your appointee in this space (see Note #3 on reverse).


1. Election of Directors
	01.John F. Kearney 04. Alan C. Savage	For o o	Withhold o o	02. Alan B. Taylor 05. David Nickerson	For o o	Withhold o o	03. John MacPherson 06. Brian Atkins	For o o	Withhold o o

	For	Withhold
2. Appointment of Auditor Appointment of Ernst & Young LLP as auditors of the Company for the ensuing year and to authorize the directors to fix their remuneration.	o	o

	For	Withhold
3. Transact Other Business To transact such further or other business as may properly come before the Meeting and any adjournments thereof	o	o

Authorized Signature(s) - This section must be completed for your instructions to be executed. If you are voting on behalf of a corporation or another individual you may be required to provide documentation evidencing your power to sign this VIF with signing capacity stated.
	Signature(s)	Date
		DD / MM / YY


Interim Financial Statements - Mark this box if you would like to receive interim financial statements and accompanying Management’s Discussion and Analysis by mail.	Annual Financial Statements - Mark this box if you would like to receive the Annual Financial Statements and accompanying Management’s Discussion and Analysis by mail.	Should you wish to receive a legal proxy, refer to Note #8 on reverse.

1.	Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting. If you wish to appoint a person or company other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse)
2.	If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated.
3.	This proxy should be signed in the exact manner as the name appears on the proxy.
4.	If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.
5.	The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, this proxy will be voted as recommended by Management.
6.	The securities represented by this proxy will be voted or withheld from voting, in accordance with the instructions of the holder, on any ballot that may be called for and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.
7.	This proxy confers discretionary authority in respect of amendments to matters identified in the Notice of Meeting or other matters that may properly come before the meeting.
8.	This proxy should be read in conjunction with the accompanying documentation provided by Management.

Appointment of Proxyholder
The undersigned registered shareholder ("Registered Shareholder") of Canadian Zinc Corporation (the "Company") hereby appoints: John F. Kearney, a Director of the Company, or failing him, Alan Taylor, a Director of the Company, or failing him, John MacPherson, a Director of the Company,		Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein.
	OR