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GREAT PANTHER MINING LIMITED

ANNUAL INFORMATION FORM

FOR THE YEAR ENDED DECEMBER 31, 2018

March 20, 2019

Great Panther Mining Limited

Annual Information Form for the year ended December 31, 2018

Contents

Contents 2
1. PRELIMINARY NOTES 4
1.A. DATE OF INFORMATION 4
1.B. NOMENCLATURE 4
1.C. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 4
1.D. FINANCIAL INFORMATION 6
1.E. TECHNICAL INFORMATION 6
1.F. CANADIAN MINERAL PROPERTY STANDARDS AND RESERVE/ RESOURCE ESTIMATES 6
1.G. CAUTIONARY NOTES TO U.S. INVESTORS REGARDING RESOURCE AND RESERVE ESTIMATES 8
1.H. GLOSSARY OF TERMS AND UNITS OF MEASURE 9
2. CORPORATE STRUCTURE 13
2.A. NAME, ADDRESS AND INCORPORATION 13
2.B. INTERCORPORATE RELATIONSHIPS 13
3. GENERAL DEVELOPMENT OF THE BUSINESS 14
3.A. GENERAL 14
3.B. THREE-YEAR HISTORY 15
3.C. SIGNIFICANT ACQUISITIONS 19
4. DESCRIPTION OF THE BUSINESS 20
4.A. PRINCIPAL MARKETS 20
4.B. PRODUCT MARKETING, SALES AND DISTRIBUTION 21
4.C. SEASONALITY 22
4.D. SPECIALIZED SKILL AND KNOWLEDGE 23
4.E. COMPETITIVE CONDITIONS 23
4.F. DOING BUSINESS IN MEXICO AND PERU 23
4.G. ENVIRONMENTAL PROTECTION 25
4.H. EMPLOYEES 25
4.I. COMMUNITY ENGAGEMENT AND SUSTAINABLE DEVELOPMENT 26
5. MINING PROPERTIES 26
5.A. GUANAJUATO MINE COMPLEX 26
5.B. TOPIA 43
5.C. TUCANO GOLD MINE 51
6. ADVANCED-STAGE PROJECTS 60
6.A. CORICANCHA MINE COMPLEX ("CORICANCHA") 60
7. PRIMARY EXPLORATION PROPERTIES 73
8. RISK FACTORS 80
9. DIVIDENDS 100
10. DESCRIPTION OF CAPITAL STRUCTURE 100
11. MARKET FOR SECURITIES 101
11.A. TRADING PRICE AND VOLUME 101
12. ESCROWED SECURITIES 102
13. DIRECTORS AND OFFICERS 103

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13.A. NAMES, OCCUPATIONS AND SECURITY HOLDINGS 103
13.B. CEASE TRADE ORDERS, BANKRUPTCIES, PENALTIES OR SANCTIONS 106
13.C. CONFLICTS OF INTEREST 107
14. AUDIT COMMITTEE INFORMATION 108
14.A. AUDIT COMMITTEE CHARTER 108
14.B. MEMBERS OF THE AUDIT COMMITTEE 108
14.C. PRE-APPROVAL POLICY 109
14.D. EXTERNAL AUDITOR SERVICE FEES 110
15. LEGAL PROCEEDINGS AND REGULATORY ACTIONS 110
16. INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS 111
17. TRANSFER AGENTS AND REGISTRARS 111
18. MATERIAL CONTRACTS 111
19. INTERESTS OF EXPERTS 111
20. ADDITIONAL INFORMATION 113
SCHEDULE “A” CHARTER OF THE AUDIT COMMITTEE 114

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1.PRELIMINARY NOTES

1.A.DATE OF INFORMATION

Unless otherwise identified, all information contained in this Annual Information Form (“AIF”) is as at December 31, 2018.

1.B.NOMENCLATURE

In this AIF, unless the context otherwise dictates, “Great Panther” or the “Company” refers to Great Panther Mining Limited, and its subsidiaries, Minera Mexicana El Rosario SA de CV (“MMR”), Metálicos de Durango SA de CV (“MDU”), Minera de Villa Seca SA de CV (“MVS”), Great Panther Coricancha SA, Coboro Minerales de Mexico SA de CV (“Coboro”), Cangold Limited (“Cangold”), Great Panther Silver Peru SAC (“GP Peru”), Great Panther Finance Canada Limited, GP Finance International sàrl, Beadell Resources Ltd., Beadell Brasil Ltda, Beadell (Brazil) Pty Ltd, Beadell (Brazil 2) Pty Ltd, Beadell Resources (Holdings) Ltd, Beadell Resources Mineração Ltda, Beadell Resources Mineração (Holdings) Ltd, Mineração Serra da Canga Ltda, Marina Norte Empreendimentos de Mineração S.A., Mineração Vale dos Reis Ltda and Tartarugalzinho Mineração Ltda.

1.C.CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain of the statements and information in this AIF constitute “forward-looking information” within the meaning of Canadian securities laws. Forward-looking statements are often, but not always, identified by the words “anticipates”, “believes”, “expects”, “may”, “likely”, “plans” and similar words. Forward-looking statements reflect the Company’s current expectations and assumptions, and are subject to a number of known and unknown risks, uncertainties and other factors which may cause the Company’s actual results, performance or achievements to be materially different from any anticipated future results, performance or achievements expressed or implied by the forward-looking statements.

In particular, this AIF includes forward-looking statements as noted throughout the document. These relate to estimates, forecasts, and statements as to management’s expectations with respect to the future production of silver, gold, lead and zinc; profit, operating costs and cash flow; grade improvements, sales volume and selling prices of products; capital and exploration expenditures, plans, timing, progress and expectations for the development of the Company’s mines and projects; progress in the development of mineral properties; the timing of production and the cash and total costs of production; sensitivity of earnings to changes in commodity prices and exchange rates; the impact of foreign currency exchange rates; the impact of taxes and royalties; expenditures to increase or determine reserves and resources; sufficiency of available capital resources; expansions and acquisition plans; the impact of the implementation of the scheme of arrangement (“Scheme”) with Beadell Resources Limited (“Beadell”) on Great Panther’s earnings, Mineral Reserves and resources estimated enterprise value and growth rate; the expected strategic and integration opportunities and other synergies as a result of the implementation of the Scheme and the expected financial and other benefits therefrom; permitting, development and expansion at the Tucano Gold Mine (“Tucano”), including the preparation of any feasibility studies, proceeding on a basis consistent with current expectations and obtaining of services necessary to operate Tucano, in amounts and at prices to ensure Tucano can be operated in an efficient manner; and the future plans and expectations for the Company’s properties and operations.

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These forward-looking statements are necessarily based on a number of factors and assumptions that, while considered reasonable by the Company as of the date of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. The assumptions made by the Company in preparing the forward looking information contained in this AIF, which may prove to be incorrect, include, but are not limited to, general business and economic conditions; the supply and demand for, deliveries of, and the level and volatility of prices of silver, gold, lead and zinc; expectations regarding recoveries from Nyrstar in relation to its Coricancha indemnification obligations, expected exchange rates; expected taxes and royalties; the likelihood or timing of the receipt of necessary regulatory and governmental approvals; costs of production and production and productivity levels; estimated future capital expenditures and cash flows; the continuing availability of water and power resources for operations; the accuracy of the interpretation and assumptions and the method or methods used in calculating reserve and resource estimates (including with respect to size, grade and recoverability); the accuracy of the information included or implied in the various published technical reports; the geological, operational and price assumptions on which these technical reports are based; conditions in the financial markets; the ability to attract and retain skilled staff; the ability to procure equipment and operating supplies and that there are no material unanticipated variations in the cost of energy or supplies; the ability to secure contracts for the sale of the Company’s products (metals concentrates); the execution and outcome of current or future exploration activities; the ability to obtain adequate financing for planned activities and to complete further exploration programs; the possibility of project delays and cost overruns, or unanticipated excessive operating cost and expenses, the Company’s ability to maintain adequate internal control over financial reporting, and disclosure controls and procedures; the ability of contractors to perform their contractual obligations; and operations not being disrupted by issues such as mechanical failures, labour disturbances, illegal occupations or mining, seismic events, and adverse weather conditions.

This list is not exhaustive of the factors that may affect any of the Company’s forward-looking statements or information. Forward-looking statements or information are statements about the future and are inherently uncertain, and actual achievements of the Company or other future events or conditions may differ materially from those reflected in the forward-looking statements or information due to a variety of risks, uncertainties and other factors, including, without limitation, changes in commodity prices; changes in foreign currency exchange rates; acts of foreign governments; political risk; labour or social unrest; uncertainties related to title to the Company’s mineral properties and the surface rights thereon, including the Company’s ability to acquire, or economically acquire, the surface rights to certain of the Company’s exploration and development projects; unanticipated operational difficulties due to adverse weather conditions, failure of plant or mine equipment and unanticipated events related to health, safety, and environmental matters; failure of counterparties to perform their contractual obligations; uncertainty of Mineral Resource estimates; deterioration of general economic conditions; the Company’s ability to successfully integrate the acquisition of Beadell; the Company’s ability to operate Tucano as anticipated; and the Company’s ability to appropriately capitalize and finance Tucano.

Readers are advised to carefully review and consider the risk factors identified in this AIF under the heading “Risk Factors” for a discussion of the factors that could cause the Company’s actual results, performance and achievements to be materially different from any anticipated future results, performance or achievements expressed or implied by the forward-looking statements. Readers are further cautioned that the foregoing list of assumptions and risk factors is not exhaustive and it is recommended that prospective investors consult the more complete discussion of the Company’s business, financial condition and prospects that is included in this AIF.

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The Company’s forward-looking statements and information are based on the assumptions, beliefs, expectations and opinions of management as of the date of this AIF. The Company will update forward-looking statements and information if and when, and to the extent, required by applicable securities laws. Readers should not place undue reliance on forward-looking statements. The forward-looking statements and information contained herein are expressly qualified by this cautionary statement.

1.D.FINANCIAL INFORMATION

The Company prepares its consolidated financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS"). IFRS differs in some respects from US GAAP, and thus the Company’s financial statements may not be comparable to financial statements of US companies.

The Company’s financial statements are presented in United States dollars (the reporting and functional currency). Financial, share price and operating information presented in this AIF is presented in US dollars unless otherwise noted.

1.E.TECHNICAL INFORMATION

The technical information in this AIF relating to the Company’s mineral projects has been reviewed and approved by Robert Brown, P. Eng., a “Qualified Person” under National Instrument 43-101.

1.F.CANADIAN MINERAL PROPERTY STANDARDS AND RESERVE/ RESOURCE ESTIMATES

As a Canadian issuer, the Company is required to comply with reporting standards in Canada that require that it makes disclosure regarding our mineral properties, including any estimates of Mineral Reserves and Mineral Resources, in accordance with Canadian National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”). NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. Unless otherwise indicated, all resource estimates contained in or incorporated by reference in this AIF have been prepared in accordance with NI 43-101.

This AIF uses certain technical terms presented below defined in accordance with the CIM Definition Standards on Mineral Resources and Mineral Reserves (the “CIM Definition Standards”) adopted by the Canadian Institute of Mining, Metallurgy and Petroleum (“CIM”) on May 10, 2014 (“CIM 2014”), as required by NI 43-101. The following definitions are reproduced from CIM 2014:

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Feasibility Study A comprehensive technical and economic study of the selected development option for a mineral project that includes appropriately detailed assessments of applicable modifying factors together with any other relevant operational factors and detailed financial analysis that are necessary to demonstrate, at the time of reporting, that extraction is reasonably justified (economically mineable). The results of the study may reasonably serve as the basis for a final decision by a proponent or financial institution to proceed with, or finance, the development of the project. The confidence level of the study will be higher than that of a pre-feasibility study.
Indicated Mineral Resource That part of a Mineral Resource for which quantity, grade or quality, densities, shape and physical characteristics are estimated with sufficient confidence to allow the application of modifying factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit. Geological evidence is derived from adequately detailed and reliable exploration, sampling and testing and is sufficient to assume geological and grade or quality continuity between points of observation. An Indicated Mineral Resource has a lower level of confidence than that applying to a Measured Mineral Resource and may only be converted to a Probable Mineral Reserve.
Inferred Mineral Resource That part of a Mineral Resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. Geological evidence is sufficient to imply but not verify geological and grade or quality continuity. An Inferred Mineral Resource has a lower level of confidence than that applying to an Indicated Mineral Resource and may not be converted to a Mineral Reserve. It is reasonably expected that the majority of Inferred Mineral Resources could be upgraded to Indicated Mineral Resources with continued exploration.
Measured Mineral Resource That part of a Mineral Resource for which quantity, grade or quality, densities, shape, and physical characteristics are estimated with confidence sufficient to allow the application of modifying factors to support detailed mine planning and final evaluation of the economic viability of the deposit. Geological evidence is derived from detailed and reliable exploration, sampling and testing and is sufficient to confirm geological and grade or quality continuity between points of observation. A Measured Mineral Resource has a higher level of confidence than that applying to either an Indicated Mineral Resource or an Inferred Mineral Resource. It may be converted to a Proven Mineral Reserve or to a Probable Mineral Reserve.
Mineral Reserve The economically mineable part of a Measured and/or Indicated Mineral Resource. It includes diluting materials and allowances for losses, which may occur when the material is mined or extracted and is defined by studies at Pre-Feasibility or Feasibility level as appropriate that include application of modifying factors. Such studies demonstrate that, at the time of reporting, extraction could reasonably be justified. The reference point at which Mineral Reserves are defined, usually the point where the ore is delivered to the processing plant, must be stated. It is important that, in all situations where the reference point is different, such as for a saleable product, a clarifying statement is included to ensure that the reader is fully informed as to what is being reported. The public disclosure of a Mineral Reserve must be demonstrated by a Pre-Feasibility Study or Feasibility Study.

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Mineral Resource A concentration or occurrence of solid material of economic interest in or on the Earth’s crust in such form, grade or quality and quantity that there are reasonable prospects for eventual economic extraction. The location, quantity, grade or quality, continuity and other geological characteristics of a Mineral Resource are known, estimated or interpreted from specific geological evidence and knowledge, including sampling.
Modifying Factors Considerations used to convert Mineral Resources to Mineral Reserves. These include, but are not restricted to, mining, processing, metallurgical, infrastructure, economic, marketing, legal, environmental, social and governmental factors.
Pre-Feasibility Study A comprehensive study of a range of options for the technical and economic viability of a mineral project that has advanced to a stage where a preferred mining method, in the case of underground mining, or the pit configuration, in the case of an open pit, is established and an effective method of mineral processing is determined. It includes a financial analysis based on reasonable assumptions on the modifying factors and the evaluation of any other relevant factors which are sufficient for a Qualified Person, acting reasonably, to determine if all or part of the mineral resource may be converted to a mineral reserve at the time of reporting. A Pre-Feasibility Study is at a lower confidence level than a Feasibility Study.
Probable Mineral Reserve The economically mineable part of an Indicated, and in some circumstances, a Measured Mineral Resource. The confidence in the modifying factors applying to a Probable Mineral Reserve is lower than that applying to a Proven Mineral Reserve.
Proven Mineral Reserve The economically mineable part of a Measured Mineral Resource. A Proven Mineral Reserve implies a high degree of confidence in the modifying factors.

This AIF also uses the term “preliminary economic assessment”, which is defined in NI 43-101 to mean a study that includes an economic analysis of the potential viability of Mineral Resources, but that does not meet the definition of either a Pre-Feasibility Study or a Feasibility Study, as such terms are defined above.

1.G.CAUTIONARY NOTES TO U.S. INVESTORS REGARDING RESOURCE AND RESERVE ESTIMATES

The SEC has adopted amendments to its disclosure rules to modernize the mineral property disclosure requirements for issuers whose securities are registered with the SEC under the U.S. Exchange Act. These amendments were effective February 25, 2019 (the “SEC Modernization Rules”). The SEC Modernization Rules replaced the historical property disclosure requirements for mining registrants that were included in SEC Industry Guide 7 (“Guide 7”), which have been rescinded.

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The SEC Modernization Rules include the adoption of terms describing Mineral Reserves and Mineral Resources that are “substantially similar” to the corresponding terms under the CIM Definition Standards. As a result of the adoption of the SEC Modernization Rules, SEC now recognizes estimates of Measured Mineral Resources, Indicated Mineral Resources and Inferred Mineral Resources. In addition, the SEC has amended its definitions of Proven Mineral Reserves and Probable Mineral Reserves to be “substantially similar” to the corresponding CIM Definitions.

United States investors are cautioned that while the above terms are “substantially similar” to CIM Definitions, there are differences in the definitions under the SEC Modernization Rules and the CIM Definition Standards. Accordingly, there is no assurance any Mineral Reserves or Mineral Resources that the Company may report as Proven Mineral Reserves, Probable Mineral Reserves, Measured Mineral Resources, Indicated Mineral Resources and Inferred Mineral Resources under NI 43-101 would be the same had the Company prepared the reserve or resource estimates under the standards adopted under the SEC Modernization Rules.

United States investors are also cautioned that while the SEC will now recognize Measured Mineral Resources, Indicated Mineral Resources and Inferred Mineral Resources, investors should not to assume that any part or all of the mineralization in these categories will ever be converted into a higher category of Mineral Resources or into Mineral Reserves. Mineralization described using these terms has a greater amount of uncertainty as to their existence and feasibility than mineralization that has been characterized as reserves. Accordingly, investors are cautioned not to assume that any Measured Mineral Resources, Indicated Mineral Resources, or Inferred Mineral Resources that the Company reports are or will be economically or legally mineable.

Further, Inferred Mineral Resources have a greater amount of uncertainty as to their existence and as to whether they can be mined legally or economically. Therefore, United States investors are also cautioned not to assume that all or any part of the Inferred Mineral Resources exist. In accordance with Canadian rules, estimates of Inferred Mineral Resources cannot form the basis of feasibility or other economic studies, except in limited circumstances where permitted under NI 43-101.

For the above reasons, information contained in this AIF containing descriptions of the Company’s mineral deposits may not be comparable to similar information made public by United States companies subject to the reporting and disclosure requirements under the United States federal securities laws and the rules and regulations thereunder.

1.H.GLOSSARY OF TERMS AND UNITS OF MEASURE

The following glossary, which is not exhaustive, should be used only as an adjunct to a thorough reading of the entire document of which it forms a part.

AAS Atomic absorption spectroscopy.
adit A horizontal or close-to-horizontal tunnel, man-made for mining purposes.
AISC All in sustaining cost, a widely reported non-GAAP measure in the mining industry.

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Ag Silver.
Ag eq oz Silver equivalent ounces, reflecting the equivalent values of silver and all other products produced by the Company, relative to the prevailing silver price.
andesite A fine-grained brown, green or greyish intermediate volcanic rock.
Au Gold.
breccia A course-grained rock, composed of angular, broken rock fragments held together by a mineral cement or a fine-grained matrix.
cash cost Cash cost per payable silver ounce, a widely reported non-GAAP measure in the silver industry.
cfm Cubic feet per minute.
CIM Canadian Institute of Mining, Metallurgy and Petroleum.
CIM 2014 Definition Standards for Mineral Resources and Mineral Reserves adopted by the CIM on May 10, 2014.
COG Cut-off grade.
CONAGUA Comisión Nacional del Agua, or National Water Commission, in Mexico responsible for managing and preserving national waters and their inherent good in order to achieve sustainable use.
Cu Copper.
cut and fill A mining method which removes mineralized material in horizontal slices and the remaining void is filled with waste rock before proceeding to mine the next slice of mineralized material.
EIA Environmental Impact Assessment.
eq. Equivalent values or quantities of products, expressed relative to the prevailing silver and co-product prices.
epithermal Hydrothermal deposits formed at low temperature and pressure.
felsic An igneous rock having abundant light-coloured materials.
GDLR Project The advanced stage Guadalupe de Los Reyes gold and silver project located in the Sierra Madre Mountains in Sinaloa State, Mexico.
g/t Grams per metric tonne.
gpm Gallons per minute.

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hectare, or ha A metric unit of land measure equal to 10,000 square metres or 2.471 acres.
hydrothermal Relating to hot fluids circulating in the earth's crust.
IFRS International Financial Reporting Standards as issued by the International Accounting Standards Board and interpretations of the International Financial Reporting Interpretations Committee, collectively.
JORC Joint Ore Reserves Committee of the Australasian Institute of Mining and Metallurgy, Australian Institute of Geoscientists and Minerals Council of Australia.
kriging An advanced geostatistical procedure that generates an estimated surface from a scattered set of points with z-values.
LHD Load-haul-dump loader.
LOM Life of Mine.
masl Metres above sea level.
mineral claim The portion of mining ground held under law by a claimant.
mineralization Implication that the rocks contain metallic minerals and that these could be related to ore.
M&I Measured and Indicated.
NSR Net smelter return.
OEFA The Environmental Evaluation and Oversight Agency, in Peru.
ore That part of a mineral deposit which could be economically and legally extracted.
oz Troy ounces.
Pb Lead.
PROFEPA Procuraduría Federal de Protección al Ambiente, or Federal Agency of Environmental Protection, creates and enforces the Federal environmental laws of Mexico, with the aim of sustainable development. It has no relationship with the SEMARNAT, and maintains its own technical and operational autonomy.
psi Pounds per square inch.
QA/QC Quality Assurance/Quality Control.

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quartz A common rock forming mineral consisting of silicon and oxygen.
R$ Brazilian Real.
resuing A method of stoping wherein mineralized material is extracted separately from the waste rock on one side of the vein. This method is employed on narrow veins, and yields cleaner mineralized material than when waste and mineralized material are broken together.
rhyolite A fine-grained volcanic (extrusive) rock of granitic composition.
SEC United States Securities and Exchange Commission.
SEDAR System for Electronic Document Analysis and Retrieval, a mandatory document filing and retrieval system for Canadian public companies.
SEMARNAT Secretaría de Medio Ambiente y Recursos Naturales, or Ministry of Environment and Natural Resources, the Mexican federal agency responsible for environmental protection, including permitting of surface work and some mining programs.
stockwork A metalliferous deposit characterized by the impregnation of the mass of rock with many small veins or nests irregularly grouped.
stoping The extraction of mineralized material or other minerals by creating underground openings through the application of drill and blast techniques.
TSF Tailings storage facility.
tonne A metric tonne, equal to 1,000 kilograms and approximately 2,205 lbs.
tpd Metric tonnes per day.
t/m³ Metric tonnes per cubic metre.
US GAAP United States generally accepted accounting principles.
vein A zone or belt of mineralized rock lying within boundaries clearly distinguished from neighbouring rock. A mineralized zone has, more or less, a regular development in length, width and depth to give it a tabular form and is commonly inclined at a considerable angle to the horizontal. The term "lode" is commonly used synonymously for vein.
Zn Zinc.

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2.CORPORATE STRUCTURE

2.A.NAME, ADDRESS AND INCORPORATION

Great Panther Mining Limited was originally incorporated under the Company Act (British Columbia) in 1965 under the name Lodestar Mines Ltd. On June 18, 1980, the Company’s common shares were listed on the TSX Venture Exchange. On November 14, 2006, the Company’s common shares began trading on the Toronto Stock Exchange (“TSX”) under the symbol GPR. On February 8, 2011, the Company’s common shares were listed on the NYSE American under the trading symbol GPL, while the Company retained its listing on the TSX in Canada.

Great Panther’s principal and registered offices are located at 1330 – 200 Granville Street, Vancouver, British Columbia, V6C 1S4, Canada. The Company’s telephone number is 604-608-1766, its facsimile number is 604-608-1768, and the Company’s website can be found at www.greatpanther.com.

2.B.INTERCORPORATE RELATIONSHIPS

The following companies are the subsidiaries of the Company as of March 5, 2019, each of which is 100% beneficially owned, directly or indirectly, by the Company, with the exception of Marina Norte Empreendimentos de Mineração S.A., which is 70% owned.

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3.GENERAL DEVELOPMENT OF THE BUSINESS

3.A.GENERAL

Great Panther Mining Limited is a precious metals mining and exploration company listed on the TSX trading under the symbol GPR, and on the NYSE American trading under the symbol GPL.

The Company’s acquisition of Beadell Resources Limited (“Beadell”) on March 5, 2019 adds the open pit Tucano Gold Mine in Brazil and creates a new emerging and growth oriented precious metals producer focused on the Americas. The Company has a diverse portfolio of producing mines, and advanced stage project and exploration assets across three leading mining jurisdictions in Latin America. These include:

(i)the Tucano Gold Mine and associated 2,500 square kilometre land package in Brazil;
(ii)the Guanajuato Mine Complex in Mexico;
(iii)the Topia Mine in Mexico;
(iv)

the Coricancha Mine in Peru (“Coricancha”);

(v)the El Horcon, Santa Rosa, and Plomo exploration properties in Mexico; and
(vi)the Tartaruga Gold Exploration Project in Brazil.

The Company’s activities for 2019 will be focused on the mining of precious metals from its two wholly-owned operating mines in Mexico: the Guanajuato Mine Complex (“GMC”) and the Topia Mine (“Topia”), and with the acquisition of Beadell, optimization of Tucano, including enhancement of mining and processing operations. The Company also expects to make a decision on whether or not to restart the Coricancha Mine in Peru by the end of March 2019.

The Tucano Gold Mine is an open pit gold mine located in Amapá State in northern Brazil approximately 200 kilometres from Macapá, the state capital. It is expected to produce 145,000 to 155,000 ounces of gold in calendar 2019 with ore processed through a primary crusher, SAG mill, ball mill and CIL infrastructure, capable of treating both oxide and sulphide ore. Current combined Proven and Probable Mineral Reserves at Tucano are approximately 1.3 million ounces of gold, as detailed below in Section 5.C.2 under “Tucano Technical Report – Reserves” and after accounting for 2018 production. Tucano sits in an underexplored greenstone belt and there is potential to increase reserve quantity and quality both at surface and underground.

The GMC, which comprises the Company’s Guanajuato Mine, the San Ignacio Mine (“San Ignacio”), and the Cata processing plant, produces silver and gold concentrate and is located in central Mexico, approximately 380 kilometres north-west of Mexico City, and approximately 30 kilometres from the Guanajuato International Airport. The Topia Mine is located in the Sierra Madre Mountains in the state of Durango in northwestern Mexico and produces metallic concentrates containing silver, gold, lead and zinc at its own processing facility.

The method of production at Topia and the GMC consists of conventional mining incorporating cut and fill and resue methods. Extracted mineralized material is trucked to on-site conventional processing plants which consist of zinc and lead-silver flotation circuits at the Topia Mine, and a pyrite-silver-gold flotation circuit at the GMC.

On June 30, 2017, the Company acquired a 100% interest in Coricancha by acquiring all the common shares of Nyrstar Coricancha SA. Coricancha is a gold-silver-copper-lead-zinc mine, located in the Peruvian province of Huarochirí, approximately 90 kilometres east of Lima, and has been on care and maintenance since August 2013. In May 2018, the Company completed a preliminary economic assessment to evaluate the restart of Coricancha, and is currently in the process of completing a bulk sample program to further test the assumptions in the preliminary economic assessment (the “Bulk Sample Program”). The Company expects to complete the Bulk Sample Program in the first quarter of 2019. Following a full evaluation of the results of the Bulk Sample Program, the Company expects to be able to make a decision on whether to commence the restart of Coricancha. The Company does not currently plan to complete a feasibility study in connection with any production decision due to (i) the existing processing plant facility, (ii) the ability to continue on to development and production based on low initial capital costs, and (iii) the Company’s knowledge of the mine and resource base.

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The Company’s Tucano exploration properties feature multiple near mine infill and step out targets around the existing mining corridor at Tucano, followed by regional targets across the 2,500 square kilometre land package in which Tucano is located, all wholly owned. Additional properties include: El Horcón, Santa Rosa and Plomo in Mexico; and Argosy in Canada. El Horcón is located 100 kilometres by road northwest of Guanajuato city, Santa Rosa is located approximately 15 kilometres northeast of Guanajuato city, and the Plomo property is located in the state of Sonora, Mexico. The Argosy property is in the Red Lake Mining District in northwestern Ontario, Canada. The Company has not undertaken any significant exploration programs on El Horcón, Santa Rosa, Plomo and Argosy in the last three years, and none of these properties is considered material.

The GMC, Topia, El Horcón and Santa Rosa are held by MMR, a wholly-owned subsidiary acquired in February 2004. In 2005, the Company incorporated MDU and MVS which are responsible for the day-to-day affairs and operations of Topia and the GMC, respectively, through service agreements with MMR.

Argosy is held by Cangold, and Plomo is held by Coboro.

3.B.THREE-YEAR HISTORY

3.B.1Year ended December 31, 2018

Overall metal production for 2018 was 4,170,966 Ag eq oz, representing an increase of 5% over the prior year. The increase in production was primarily due to the current year revision in the Ag eq oz conversion ratios due to higher gold to silver price ratio, and higher silver and lead recoveries at Topia. These factors were partly offset by lower silver and gold grades at both the GMC and Topia, and lower gold recovery at Topia.

The Company’s success rests upon the safety and wellbeing of its workforce. Safety is one of the Company’s core values and is defined as “our priority, before we act, in every job, every day”. Statistics tracking safety performance are collected from each operation and reported monthly to the management team and also reviewed with the Company’s Safety, Health and Environmental Committee of the board of directors on at least a quarterly basis. Safety targets are set each year and are a factor used in determining incentive compensation. Safety incidents are thoroughly investigated, and findings reports are shared across operations to assist in the prevention of similar incidents. There were no fatalities at any of the Company’s operations during 2018.

A total of 4,755 metres of development were completed at the GMC during 2018. At Topia, underground development totaled 5,237 metres, with the majority carried out at the Argentina, 15-22, San Miguel, El Rosario, La Prieta and Recompensa mines.

The Company completed 11,086 metres of exploration drilling at the GMC during 2018, a decrease as compared to 22,207 metres in 2017. The Company undertakes ongoing exploration of the GMC with the objective of replacing mined resources and expanding the Mineral Resource base. On January 25, 2019, the Company provided an update to the Mineral Resource at the GMC which reported an increase in Measured and Indicated Mineral Resources of 91%. During 2018, exploration at San Ignacio consisted of both surface and underground drilling which totaled 7,085 metres.

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Annual Information Form for the year ended December 31, 2018

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Late in the third quarter of 2018, in order to lower costs and mitigate the impact of lower metal prices, the Company undertook a restructuring at the GMC to reduce mining from the Guanajuato Mine and to increase output from the San Ignacio Mine. In addition, the Company undertook other cost reduction measures and started to see the impact of these measures in the fourth quarter of 2018. Further restructuring measures were taken at the start of 2019 which included an optimization strategy under which the entire production for the GMC will be sourced from the lower cost San Ignacio Mine, enabling a focused exploration program for the Guanajuato Mine aimed at growing higher margin resources.

The Company did not perform surface exploration drilling at Topia during 2018, while 2,484 metres of drilling were completed in 2017. On January 29, 2019, the Company reported an update to the Mineral Resource at Topia which increased the Measured and Indicated Mineral Resources by 28% to 14,770,000 Ag eq oz compared to the previous estimate reported in 2014.

In December 2017, the Company announced that SEMARNAT, the Mexican environmental authority, had granted all permits for the construction and operation of Phase II of the Topia TSF. Phase II is not a conventional tailings dam, but instead a dry stack operation using filter cake. The deposition includes stacking and compaction of the material. While detailed design and engineering of the under drainage of the lower bench of Phase II is underway, the Company is utilizing the upper bench of Phase II for the deposition of dry stack tailings and expects to continue to do so throughout 2019.

Phase I of the Topia TSF was closed and contoured during 2018. Based upon recommendations from an independent consulting firm, three additional instrumentation stations in the footprint of the Topia TSF will be put in place in 2019 for the purposes of continuous monitoring. The independent consulting firm will continue to perform an annual review of Phase I, as well as conduct geotechnical reviews and provide design considerations for Phase II.

On May 31, 2018, the Company reported the results of a positive PEA for Coricancha and filed a full PEA technical report on SEDAR on July 13, 2018. Following this, the Company initiated a 6,000 tonne trial stope and bulk sample program to further de-risk the project. The objective of the Bulk Sample Program is to confirm expectations regarding throughput, grades, and recoveries. Following the completion of the BSP, the Company expects to be able to make a decision by the end of March 2019 on whether to commence the restart of Coricancha.

On September 23, 2018, the Company announced that it had entered into a scheme implementation deed (the "Implementation Deed") with Beadell, to acquire all of the issued ordinary shares of Beadell by means of the Scheme under the Australian Corporations Act 2001. (see "Significant Acquisitions" below).

On February 22, 2018, Great Panther regretfully announced the passing away of Mr. Kenneth W. Major, who served as Director of the Company since March 2011, including distinguished service as Chair of the Safety, Health and Environment Committee, in addition to service on other committees of the board of directors. In Ken’s honour, the Company has established the Kenneth W. Major Safety Award to recognize Great Panther employees annually who exemplify Ken’s value of safety in the workplace.

On May 7, 2018, the Company announced that Mr. Ali Soltani would be stepping down from his role as Chief Operating Officer (“COO”) of the Company effective May 31, 2018. Mr. Soltani continued to provide services to the Company on a part-time basis as Senior Technical Advisor for several months thereafter.

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Annual Information Form for the year ended December 31, 2018

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3.B.2Year ended December 31, 2017

Overall metal production for 2017 was 3,978,731 Ag eq oz, a 2% increase over the prior year despite a slight decrease in tonnes milled. This was due to an increase in production from the higher grade Topia Mine, which benefited from higher throughput and increase in ore grades.

There were no fatalities at any of the Company’s operations during 2017. The Company introduced and implemented additional safety measures during 2017, including the SafeStart program, with the objective of further educating workers and their families about the importance of operating a safe work environment.

A total of 12,002 metres of development were completed at the GMC during 2017. At Topia, underground development totaled 5,167 metres, with the majority carried out at the Argentina, 15-22, San Miguel and Recompensa mines.

The Company completed 22,207 metres of exploration drilling at the GMC during 2017, a significant increase over 15,685 metres in 2016. On January 25, 2018, the Company provided an update to the Mineral Resource at the GMC which reported an increase in Measured and Indicated Mineral Resources of 91%. During 2017, exploration at San Ignacio consisted of both surface and underground drilling which totaled 17,885 metres. This drilling resulted in the extension and continued delineation of the Melladito and Nombre de Dios zones at the San Ignacio Mine, and a significant increase in Measured and Indicated Mineral Resources. Underground drilling at the Guanajuato Mine totaled 4,322 metres, and was focused on the Cata, Los Pozos, Guanajuatito, San Cayetano, Santa Margarita and Valenciana mining areas.

The Company completed 2,485 metres of surface exploration drilling at Topia during 2017, while no such drilling was completed in 2016.

In June 2017, the Company successfully completed the commissioning phase of the refurbished processing plant at Topia and the plant was operating at planned capacity. Milling operations had been suspended from early December 2016 until early April 2017 to facilitate the construction of a tailings filtration plant, and completion of plant upgrades. In December 2017, SEMARNAT granted the Company all permits for the construction and operation of the new Phase II TSF at its Topia Mine. The Company was utilizing the existing Phase I TSF during the construction of Phase II.

On June 30, 2017, the Company completed the acquisition of Coricancha from subsidiaries of Nyrstar NV (see "Significant Acquisitions" below).

On August 14, 2017, the Company announced the results of the exploration drilling program conducted at Coricancha which focussed on three main veins – Wellington, Constancia and Colquipallana, in addition to a new exploration target, the Animas vein.

On August 16, 2017, James Bannantine was appointed President and Chief Executive Officer and Director of the Company, succeeding Robert Archer. Mr. Archer remains on the board of directors.

On December 20, 2017, the Company completed an updated Mineral Resource Estimate for Coricancha. The Measured and Indicated tonnes and grades in the updated Mineral Resource Estimate compared well with those from the historical resource estimate of 2012.

The Company compiled supplemental information requested by CONAGUA during its inspections conducted during 2016 and submitted it in December 2017.

Great Panther Mining Limited

Annual Information Form for the year ended December 31, 2018

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3.B.3Year ended December 31, 2016

Overall metal production for 2016 was 3,884,960 Ag eq oz, representing a decrease of 7% over the prior year. The decrease in production reflected 15% lower throughput at Topia due to three temporary suspensions of operations to facilitate a plant upgrade, as well as lower ore grades and recoveries at the GMC.

A total of 9,540 metres of development were completed at the GMC during 2016, with the majority focused on the San Ignacio Mine. At Topia, mine development totaled 7,118 metres and was focused on the Argentina, 15-22, La Prieta and El Rosario mines.

The Company’s drill program during 2016 totaled 15,685 metres for the GMC compared to 17,680 metres in 2015. Drilling at the Guanajuato Mine totaled 7,200 metres and was focused on the Guanajuatito and Valenciana mines. At San Ignacio, total drilling amounted to 8,458 metres for the year.

There was no exploration drilling conducted at Topia during 2016 as the mine had sufficient Mineral Resources to support mining for several years at current production levels.

The Company experienced one fatality at its Topia Mine and two fatalities at the GMC in 2016. The Company considers the health and safety of its workers, and others in the communities in which it operates, to be a top priority. The Company completed extensive investigations into each event and routinely undertook additional safety training and updates and made improvements to safety procedures and practices to minimize the risk of injuries and improve levels of safety.

On January 14, 2016, the Company reported a theft of explosives from one of the mines at the GMC. The Company voluntarily suspended the use of all explosives material at the GMC to facilitate ongoing investigations by regulatory authorities, and to enhance security. On February 16, 2016, the regulatory authorities concluded their formal investigation. Operations at the GMC were intermittently halted over the investigation period and fully resumed on February 16, 2016.

In February 2016, CONAGUA required that the Company make formal applications for permits associated with the occupation and construction of the TSF at the GMC. After the Company filed the applications, CONAGUA carried out an inspection of the TSF and requested further technical information.

On February 24, 2016, the Company terminated an option to purchase the GDLR Project in Sinaloa, Mexico, after conducting an evaluation of the project, which included a surface diamond drill program.

On April 21, 2016, the Company entered into an At-the-Market Offering (the “ATM Offering”) agreement under which the Company had the discretion to sell common shares up to a maximum in gross sales proceeds of $10.0 million until December 31, 2016. The Company issued 3,498,627 common shares under the ATM Offering for aggregate gross proceeds of $5.7 million.

On May 11, 2016, the Company elected to terminate an option agreement to acquire a 100% interest in Coricancha; however, it continued with the evaluation of the project and subsequently acquired Coricancha in 2017.

On July 12, 2016, the Company closed an equity bought deal offering that was announced on July 6, 2016. Upon closing, the Company sold 18,687,500 Units at a price of $1.60 per Unit for gross proceeds of $29.9 million. Each Unit consisted of one common share of the Company and one-half of one common share purchase warrant (each whole warrant, a “Warrant”). Each Warrant entitled the holder to purchase one share at the exercise price of $2.25 per share for a period of 18 months after the closing of the offering. The Company paid a cash commission to the underwriters equal to 6% of the gross proceeds of the offering. The intended use of net proceeds from this offering, along with the net proceeds from the aforementioned ATM Offering, was to fund operating, development and exploration expenditures at the Company’s mining operations and projects, for possible future acquisitions, and for general corporate and working capital purposes.

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Annual Information Form for the year ended December 31, 2018

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In early December 2016, the Company temporarily halted processing at the Topia Mine in order to facilitate certain plant upgrades and a transition to a new TSF under construction. Mine operations continued during the plant shutdown and all mineralized material was stockpiled to be processed upon resumption of processing activities towards the end of the first quarter of 2017. Further details regarding the new TSF is included in the Topia Development section.

3.C.SIGNIFICANT ACQUISITIONS

On September 23, 2018, the Company announced that it had entered into an Implementation Deed with Beadell to acquire all of the issued ordinary shares of Beadell by means the Scheme under the Australian Corporations Act 2001.

On February 11, 2019, the Scheme was approved by the Company’s shareholders (96% in favour) and on February 12, 2019, the Scheme was also approved by 97% of the number of votes cast, and 75% of the number of Beadell shareholders present and voting, at the meeting of Beadell shareholders. On March 5, 2019, the acquisition of Beadell was completed.

Pursuant to the Implementation Deed and Scheme:

Beadell shareholders received 0.0619 of the Company’s common shares for each Beadell share held (the “Exchange Ratio”). Upon completion of the Scheme, Beadell shareholders received approximately 103.6 million of the Company’s common shares equal to approximately 38% of the Company’s pro-forma outstanding common shares.

Under concurrent arrangements, each Beadell warrant holder received a number of Company share purchase warrants equal to the number of their Beadell warrants multiplied by the Exchange Ratio at a price adjusted in accordance with the Exchange Ratio, and otherwise on the same terms and conditions as the original warrant. The Company issued the following pursuant to these arrangements on completion of the Scheme: (a) warrants to purchase 3,428,032 Great Panther Shares with an exercise price of $1.317 and an expiry date of May 17, 2022; and (b) warrants to purchase 6,321,695 Great Panther Shares with an exercise price of $1.317 and an expiry date of June 27, 2022.

Some of the key closing conditions that were completed or satisfied included:

The modification to MACA Limited’s (“MACA”) outstanding A$54.7 million loan due from Beadell on terms satisfactory to Great Panther. An agreement to modify the terms was reached between Great Panther, Beadell and MACA on November 19, 2018 (the “MACA Agreement”). Under the MACA Agreement, MACA agreed to consent to the change of control, keep the loan in place with a term to June 2022, and other amendments with effect from the date of completion of the Scheme. An aggregate of A$16.5 million is required to be paid to MACA during 2019, and an aggregate of A$18.0 million is required to be paid to MACA during 2020. The Company has agreed to convert up to A$15.0 million of the outstanding balance into common shares at a price equal to 95% of the 20 trading day volume weighted average price of the Company’s shares on the NYSE American. MACA is limited to converting A$5.0 million in any quarter. Beadell remains liable for the full principal amount of the loan, however the Company has only guaranteed A$6.0 million in payments.

Great Panther Mining Limited

Annual Information Form for the year ended December 31, 2018

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Certain arrangements relating to Beadell's outstanding $10.0 million convertible debentures (the “Convertible Debentures”) governed by a debenture indenture under which, upon the change of control (“Change of Control”), the Company has made an offer (the “Change of Control Purchase Offer”) to purchase all convertible debentures at a price equal to 105% of the principal amount, plus accrued and unpaid interest. The Company has entered into an amended and restated supplemental debenture indenture pursuant to which the Company will expressly assume the obligations of Beadell and the holders of Convertible Debentures will be entitled to receive Great Panther Shares on the conversion thereof, to the extent that any Convertible Debentures remain outstanding after the Change of Control Purchase Offer.

If not less than 90% of the Beadell Convertible Debentures are tendered to the Change of Control Purchase Offer, then Great Panther will have the right, but not the obligation, to redeem the remaining outstanding Beadell Convertible Debentures at the Change of Control Offer Price.

If fewer than 90% of the Beadell Convertible Debentures are tendered to the Change of Control Purchase Offer, then such outstanding debentures shall continue to represent debt obligations of Great Panther in accordance with the terms thereof.

Consent to the change of control on behalf of Beadell's senior secured lenders in Brazil (Santander and ITAU), which was obtained.

4.DESCRIPTION OF THE BUSINESS

4.A.PRINCIPAL MARKETS

In 2018, Great Panther produced metallic concentrates containing silver, gold, lead and zinc. These concentrates are then sold to metal traders or directly to smelters and refiners which extract the metals from the concentrates (see “Product Marketing, Sales and Distribution”). In 2018, silver accounted for 46% of the Company’s revenues and gold accounted for 40%. The remaining 14% of the Company’s revenues are from the production of lead and zinc at Topia.

Silver and gold are precious metals traded as commodities primarily on the London Bullion Market Association (the “LBMA”) and Comex in New York (the “CME”). The LBMA is an international trade association, representing the London market for gold and silver bullion which has a global client base. This includes the majority of the gold-holding central banks, private sector investors, mining companies, producers, refiners and fabricators. The on-going work of the LBMA covers a number of areas, among them refining standards, trading documentation and the development of good trading practices. The maintenance of the “Good Delivery List”, including the accreditation of new refiners and the regular retesting of listed refiners, is the most important core activity of the LBMA.

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