Resource Capital Fund VI L.P. Sample Contracts

AMENDED AND RESTATED INVESTOR AGREEMENT
Investor Agreement • July 18th, 2018 • Resource Capital Fund VI L.P. • Metal mining • British Columbia

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”);

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CREDIT AGREEMENT DATED AS OF DECEMBER 21, 2017 Between: CANADIAN ZINC CORPORATION as Borrower - and - RESOURCE CAPITAL FUND VI L.P. as Lender CREDIT AGREEMENT
Credit Agreement • June 27th, 2018 • Resource Capital Fund VI L.P. • Metal mining • British Columbia

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

JOINT FILING AGREEMENT
Joint Filing Agreement • July 18th, 2018 • Resource Capital Fund VI L.P. • Metal mining

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.

JOINT FILING AGREEMENT
Joint Filing Agreement • December 11th, 2015 • Resource Capital Fund VI L.P. • Gold and silver ores

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

JOINT FILING AGREEMENT
Joint Filing Agreement • June 27th, 2018 • Resource Capital Fund VI L.P. • Metal mining

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

SUBSCRIPTION AGREEMENT CANADIAN ZINC CORPORATION - and - RCF VI CAD LLC May 14, 2018
Subscription Agreement • June 27th, 2018 • Resource Capital Fund VI L.P. • Metal mining • British Columbia

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

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