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Compensation Committee Charter

Purpose

The purpose of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of NorZinc Limited (the “Company”) is to (i) discharge the Board’s responsibilities relating to compensation of the Company’s executive officers; and (ii) review and recommend to the Board compensation plans, policies and programs, as well as approve individual executive officer compensation. Additionally, the Committee will oversee Chief Executive Officer (“CEO”) and executive officer succession as well as executive management appointments at the Company.

Committee Membership

The Committee shall be comprised of up to three Directors each of whom is independent as defined in National Instrument 58-101 Disclosure of Corporate Governance Practices. The Board shall make determinations as to whether a particular Director satisfies the requirements for membership on the Committee.

The members of the Committee shall be appointed by the Board and shall serve such terms as the Board may determine, or until their earlier resignation, death or removal by the Board.

Meetings

The Committee shall meet with such frequency and at such intervals as it shall determine is necessary to carry out its duties and responsibilities. The Board shall designate one member of the Committee to serve as its chairman. The Committee will meet at such times as determined by its chairman or as requested by any of its members. Notice of all meetings shall be given. The chairman will preside, when present, at all meetings of the Committee. The Committee may also meet by telephone or video conference and may take action by unanimous written consent.

Each member of the Committee shall have one vote. Two members will constitute a quorum for a meeting of the Committee. The Committee shall be authorized to take any permitted action only by the affirmative vote of a majority of the Committee members present at any meeting, or by the unanimous written consent of all of the Committee members. In the event that there is a split vote, the vote of the chairman shall be carried.

The Committee shall maintain copies of minutes of each meeting of the Committee and each written consent to action taken without a meeting, reflecting the actions so authorized or taken by the Committee.

Resources and Authority

The Committee shall have the authority to retain compensation consultants to assist in the evaluation of Director, CEO or executive officer compensation, including authority to approve the consultants’ fees and other retention terms. The Committee shall also have authority to obtain advice and assistance from any officer or employee of the Company or any outside legal expert or other advisor.

Duties and Responsibilities

The following are the duties and responsibilities of the Committee:

1. Annually review and approve corporate goals and objectives relevant to CEO compensation, evaluate the CEO’s performance in light of those goals and objectives and establish the individual elements of the CEO’s total compensation based on this evaluation. In determining the long-term incentive component of the CEO’s compensation, if any, the Committee shall consider the Company’s performance and shareholder returns relative to comparable companies, the value of similar incentive awards to CEOs at comparable companies and the awards given to the CEO in past years.

2. Review the level and form of Director’s compensation and recommend changes to the Board for consideration and approval.

3. Review and make recommendations to the Board regarding the Company’s compensation plans, including incentive-compensation plans and equity-based plans, policies and programs, as appropriate.

4. Review and monitor the Company’s employee and management compensation and benefit plans and policies, provide oversight of any employee benefit plan, and review and approve the compensation of the Company’s executive officers.

5. Advise on the setting of compensation for officers whose compensation is not subject to Committee approval.

6. Review and make recommendations to the Board with regard to grants and/or awards of restricted stock, stock options and other forms of equity-based compensation under the Company’s stock option, incentive-compensation and equity-based plans (as applicable).

7. Review and make recommendations to the Board of, for the CEO and other executive officers of the Company, when and if appropriate, employment agreements, severance agreements and change in control provisions / agreements.

8. Review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.

9. Conduct an annual performance evaluation to, at a minimum, (i) compare the performance of the Committee to the requirements of this Charter and any other duties or responsibilities delegated to the Committee by the Board and (ii) report to the Board the results of the evaluation, which may take the form of an oral presentation by a member of the Committee to the Board.

10. Perform such other duties and responsibilities, consistent with this Charter, delegated to the Committee by the Board or required under the provisions of any compensation or benefit plan maintained by the Company.

11. Report to the Board on a regular basis and make such recommendations with respect to any of the above and other matters, as the Committee deems necessary or appropriate.

Adopted: September 10, 2009


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