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Code of Business Conduct

This Code of Business Conduct and Ethics (the “Code”) applies to every Director, Officer, contractor and employee of Great Panther Silver Limited and all its subsidiaries (collectively “Great Panther”). For the purposes of this Code the term “employee” includes contractors and any individual who is paid on Great Panther’s payroll.

Great Panther is committed to the highest standards of legal and ethical business conduct. The objective of this Code is to promote integrity, deter wrongdoing and summarize the legal, ethical and regulatory standards that Great Panther must follow.

INTRODUCTION

Our business is becoming increasingly complex, both in terms of the geographies in which we function and the laws with which we must comply. To help our directors, officers and employees understand what is expected of them and to carry out their responsibilities, we have created this Code. Additionally, we have appointed Mr. Bob Garnett, the Company’s independent Chairman of the Board, to serve as the Business Ethics Officer to ensure adherence to the Code.

This Code is not intended to be a comprehensive guide to all our policies or to all our responsibilities under appropriate laws or regulations. It provides general parameters to help resolve the ethical and legal issues encountered in conducting our business. Think of this Code as a guideline, or a minimum requirement, that must always be followed. If you have any questions about anything in the Code or appropriate actions in light of the Code, you may contact the Business Ethics Officer or the Chief Financial Officer.

We expect each of our directors, officers and employees to read and become familiar with the ethical standards described in this Code and to affirm his or her agreement to adhere to these standards by signing the Compliance Certificate. Violations of the law, our corporate policies or this Code may lead to disciplinary action, including dismissal.

  1. We Insist on Honest and Ethical Conduct by all of our Directors, Officers, Employees and Other Representatives

    We place the highest possible value on the integrity of our directors, our officers and our employees and demand this level of integrity in all our dealings. We insist on not only ethical dealings with others, but on the ethical handling of actual or apparent conflicts of interest between personal and professional relationships.

    Under Great Panther's ethical standards, directors, officers and employees share certain responsibilities. It is your responsibility to (a) become familiar with, and conduct Great Panther's business in compliance with applicable laws, rules and regulations and this Code; (b) treat all Great Panther employees, customers and business partners in an honest and fair manner; (c) avoid situations where your personal interests are, or appear to be, in conflict with Great Panther's interests; and (d) safeguard and properly use Great Panther's proprietary and confidential information, assets and resources, as well as those of Great Panther's customers and business partners.

    1. Honest and Ethical Conduct

      Directors, officers and employees are required to deal honestly and fairly with our business partners, competitors and other third parties. In our dealings with these parties, we:

      • prohibit the making or offering of bribes, kickbacks or any other form of improper payment, directly or indirectly, to any representative of a government, business partner or other third party in order to obtain a contract, some other commercial benefit or government action;

      • prohibit our directors, officers and employees from accepting any bribe, kickback or improper payment from anyone;

      • prohibit gifts or favors of more than nominal value to or from our business partners;

      • limit marketing and entertainment expenditures to those that are reasonable, necessary, prudent, job-related and consistent with our policies;

      • require clear and precise communication in our contracts, our advertising, our literature and our other public statements and seek to eliminate misstatement of fact or misleading impressions;

      • protect all proprietary data provided to us by third parties as reflected in our agreements with them; and

      • prohibit our representatives from otherwise taking unfair advantage of our business partners or other third parties, through inaccurate billing, manipulation, concealment, abuse of privileged information or any other unfair-dealing practice.

    2. Conflicts of Interest; Corporate Opportunities

      Our directors, officers and employees should not be involved in any activity that creates or gives the appearance of a conflict of interest. A conflict of interest occurs when a director, officer or employee places or find himself/herself in a position where his/her personal interests conflict with the interests of Great Panther or have an adverse effect on the employee's motivation or the proper performance of his/her job. Officers, directors, and employees must immediately notify the Business Ethics Officer of the existence of any actual or potential conflict of interest.

      No director, officer or employee shall:

      • have any financial interest, including significant stock ownership, which means 10% or more of the common stock, in any entity with which we do business (in other words, a supplier of products or services to Great Panther) that might create or give the appearance of a conflict of interest;

      • seek or accept any personal loans or services from any entity with which we do business, except from financial institutions or service providers offering similar loans or services to third parties under similar terms in the ordinary course of their respective businesses;

      • be a consultant to, or a director, officer or employee of, or otherwise operate an outside business if the demands of the outside business would interfere with the director's, officer's or employee's responsibilities to Great Panther;

      • compete with Great Panther for the purchase or sale of property, services or other interests or take personal advantage of an opportunity in which Great Panther has an interest;

      • accept any personal loan or guarantee of obligations from Great Panther, except to the extent such arrangements are legally permissible; or

      • conduct business on behalf of Great Panther with immediate family members, which include spouses, children, parents, siblings and persons sharing the same home whether or not legal relatives.

      Should an employee want to conduct work for another mining company, the employee must advise the Business Ethics Officer and receive the permission of the Business Ethics Officer prior to starting work with the other mining company. Should a director or officer want to conduct work for another mining company, the director or officer must advise the Board of Directors and receive permission from the Board of Directors prior to starting work with the other mining company. Should a potential conflict of interest be triggered in either of these situations, the director, officer or employee will not engage in such work.

    3. Confidentiality and Corporate Assets

      Our directors, officers and employees are entrusted with our confidential information and with the confidential information of our business partners. This information may include (1) technical or scientific information about current and future projects, (2) business or marketing plans or projections, (3) earnings and other internal financial data, (4) personnel information, (5) supply and customer lists, (6) other non-public information that, if disclosed, might be of use to our competitors, or harmful to our business partners and (7) all business affairs of Great Panther that have not already been made available to the public. This information is our property or the property of our business partners, and in many cases was developed at great expense. Our directors, officers and employees shall:

      • not discuss confidential information with or in the presence of any unauthorized persons, including family members and friends;

      • use confidential information only for our legitimate business purposes and not for personal gain;

      • not disclose confidential information to third parties; and

      • not use Great Panther property or resources for any personal benefit or the personal benefit of anyone else. Great Panther property includes the Great Panther internet, email and voicemail services, which should be used for business-related activities, and which may be monitored by Great Panther at any time without notice.

    4. Health and Safety

      Great Panther is committed to making the work environment safe, secure and healthy for its employees and others. Great Panther complies with all applicable laws and regulations relating to safety and health in the workplace. We expect each employee to promote a positive working environment for all. You are expected to consult and comply with all Great Panther rules regarding workplace conduct and safety. You should immediately report any unsafe or hazardous conditions or materials, injuries and accidents connected with our business and any activity that compromises Great Panther's security to your supervisor. You must not work under the influence of any substances that would impair the safety of others. All threats or acts of physical violence or intimidation are prohibited.

    5. Respect for our Employees

      Great Panther's employment decisions will be based on reasons related to our business, such as job performance, individual skills and talents, and other business-related factors. Great Panther's policy requires adherence to all national, provincial or other local employment laws. In addition to any other requirements of applicable laws in a particular jurisdiction, the policy prohibits discrimination in any aspect of employment based on race, colour, religion, sex, national origin, disability or age, within the meaning of applicable laws.

    6. Abusive or Harassing Conduct Prohibited

    Great Panther prohibits abusive or harassing conduct by our directors, officers and employees toward others, such as unwelcome sexual advances, comments based on ethnicity, religion or race, or other non-business, personal comments or conduct that make others uncomfortable in their employment with us. We encourage and expect you to report harassment or other inappropriate conduct as soon as it occurs.

  2. We Provide Full, Fair, Accurate, Timely and Understandable Disclosure

    We are committed to providing our shareholders and investors with full, fair, accurate, timely and understandable disclosure in the reports that we file with the United States Securities and Exchange Commission and with the Canadian provincial securities regulators. To this end, where the individual is involved in these activities, our directors, officers and employees shall:

    • not make false or misleading entries in our books and records for any reason;

    • not condone any undisclosed or unrecorded bank accounts or assets established for any purpose;

    • comply with generally accepted accounting principles or International Financial Reporting Standards, as applicable, at all times;

    • notify our Chief Financial Officer if there is an unreported transaction or information that is misleading or inaccurate in our public disclosure;

    • maintain a system of internal accounting controls that will provide reasonable assurances to management that all transactions are properly recorded;

    • maintain books and records that accurately and fairly reflect our transactions;

    • prohibit the establishment of any undisclosed or unrecorded funds or assets;

    • maintain a system of internal controls that will provide reasonable assurances to our management that material information about Great Panther is made known to management, particularly during the periods in which our periodic reports are being prepared, and that public disclosure with respect to financial and non-financial information is reported timely and accurately;

    • present information in a clear and orderly manner and avoid the use of unnecessary legal and financial language in our periodic reports; and

    • not communicate to the public any non-public information unless expressly authorized to do so.

  3. We Comply with all Laws, Rules and Regulations

    Great Panther is committed to maintaining the highest ethical and legal standards. We strive to comply with both the letter and spirit of applicable laws and regulations in each country in which we do business. We conduct our day-to-day business with our shareholders, employees, customers, representatives, suppliers, competitors, governments and the public in an honest and ethical manner.

  1. Foreign Corrupt Practices Act

    The Foreign Corrupt Practices Act (United States) and the Corruption of Foreign Public Officials Act (Canada) (collectively the “Acts”) make it a crime to give, or to offer to give, anything of value, directly or indirectly, to foreign government officials or foreign political candidates in order to obtain, retain or direct business.

    Accordingly, Great Panther employees or agents acting on behalf of Great Panther may not offer or give, directly or indirectly, corporate funds, property or anything of value to a foreign official, foreign political party or official or any candidate for a foreign political office for the purpose of influencing any act or decision or inducing a person to use his influence or in order to assist in obtaining or retaining business for, or directing business to, any person.

    The Acts also include requirements that public companies have strong internal controls and accurate books and records.

    Great Panther operates a Best-in-Class global ethics and compliance program which is designed to detect and prevent violations of all applicable anti-bribery laws throughout its operations. Failure to comply with the Acts is not tolerated. Any employee who engages in conduct that results in a violation of the Acts is subject to discipline, which can include his or her employment termination. Penalties for violating the Acts and other anti-bribery laws can be severe for both Great Panther and individual(s) involved. These penalties may involve large fines and even imprisonment.

    Employees are required to report any suspected or actual bribery violations and/or violations of the Acts to the Business Ethics Officer. Reporting will not subject the employee to any retaliatory action by Great Panther.

  2. General Compliance and Commitments

    We will comply with all laws and governmental regulations that are applicable to our activities, including the rules promulgated by any stock exchange on which securities of Great Panther are listed, and expect all our directors, officers and employees to obey the law. Specifically, we are committed to:

    • maintaining a safe and healthy work environment;

    • promoting a workplace that is free from discrimination or harassment based on race, colour, religion, sex, age, national origin, disability or other factors that are unrelated to the Great Panther's business interests;

    • supporting fair competition and laws prohibiting restraints of trade and other unfair trade practices;

    • conducting our activities in full compliance with all applicable environmental laws;

    • keeping the political activities of our directors, officers and employees separate from our business;

    • prohibiting any illegal payments, gifts or gratuities to any government officials or political party;

    • prohibiting the unauthorized use, reproduction or distribution of any third party's trade secrets, copyrighted information or confidential information;

    • prohibiting the sale or export, either directly or through our representatives, of our products to countries where technology related goods such as ours may not be sold; and

    • complying with all applicable securities laws.

    Our directors, officers and employees are prohibited from trading our securities while in possession of material, non-public (inside) information about Great Panther.

    Great Panther encourages all employees to become shareholders on a long-term investment basis. However, management, employees, members of the Board of Directors and others who are in a "special relationship” with Great Panther from time to time, may become aware of corporate developments or plans which may affect the value of Great Panther's shares (inside information) before these developments or plans are made public. Blackout periods occur certain times throughout the year and during this time, all Great Panther employees, officers and directors are prohibited from buying or selling Great Panther's securities. In order to avoid civil and criminal insider trading violations, Great Panther has established a Disclosure Policy. As a prerequisite and condition of employment or appointment, all directors, officers and employees must sign an acknowledgment by which they agree to adhere to this policy.

REPORTING AND EFFECT OF VIOLATIONS

Compliance with this Code is, first and foremost, the individual responsibility of every director, officer and employee. We attempt to foster a work environment in which ethical issues and concerns may be raised and discussed with supervisors or with others without the fear of retribution. It is our responsibility to provide a system of reporting and access when you wish to report a suspected violation, or to seek counseling, and the normal chain of command cannot, for whatever reason, be used.

  1. Administration

    Our Board of Directors has established the standards of business conduct contained in this Code and the Board of Directors and Nominating and Corporate Governance Committee oversee compliance with this Code. Additionally, we have appointed Mr. Robert Garnett, the independent Chairman of the Board, to serve as the Business Ethics Officer to ensure adherence to the Code. While serving in this capacity, the Business Ethics Officer reports directly to the Board of Directors.

    Training on this Code will be included in the orientation of new employees and provided to existing directors, officers and employees on an on-going basis. To ensure familiarity with the Code, directors, officers and employees will be asked to read the Code and sign a Compliance Certificate annually.

  2. Reporting Violations and Questions

    Directors, officers and employees must report, in person or in writing, any known or suspected violations of laws, governmental regulations or this Code to the Business Ethics Officer as soon as practicable upon becoming aware of the known or suspected violation. Additionally, directors, officers, and employees may contact the Business Ethics Officer with a question or concern about this Code or a business practice. Any questions or violation reports will be addressed immediately and seriously, and can be made anonymously. If you feel uncomfortable reporting suspected violations to these individuals, you may report matters through Great Panther's whistleblower hotline. The address and telephone number for the Business Ethics Officer is listed in the attachment to this Code. Questions or violation reports can be submitted both in English or Spanish.

    We will not allow any retaliation against a director, officer or employee who acts in good faith in reporting any violation.

  3. Investigations

    Our Business Ethics Officer will investigate any reported violations and will determine an appropriate response, including corrective action and preventative measures, in consultation with the Chief Executive Officer or the Audit Committee, when required. All reports will be treated confidentially to every extent possible.

  4. Consequences of a Violation

    Directors, officers and employees that violate any laws, governmental regulations or this Code will face appropriate, case-specific disciplinary action, which may include reprimand, suspension without pay, demotion or immediate discharge.

  5. Waivers and Amendments

    Only the Board of Directors or the Audit Committee may waive application of or amend any provision of this Code. A request for such a waiver should be submitted in writing to the Board of Directors, Attention: Business Ethics Officer, for its consideration.

    Great Panther will promptly disclose all substantive amendments to the Code, as well as all waivers of the Code granted to directors or officers in accordance with applicable laws and regulations.

  6. Management Can Not Override Controls

    No employee who exercises supervision or influence over another employee shall direct, request or encourage that other employee to do anything or omit to do anything; the doing of which or the omission of which is contrary to the Code, any other policy, procedure or rule of the Company or any applicable law. You are required to immediately report to the Audit Committee any situation in which any person attempts to direct, request or encourage you to violate the Code, or any other policy, procedure or rule of the Company or any applicable law.

    It should be noted that not every instance in which a policy is overridden or an exception to policy is taken will constitute a breach of the Code. To ensure that any decision to depart from Company policy is not inconsistent with the Code, any manager or supervisor who directs another employee to disregard Company policy, procedure, or internal control will report the matter directly to the Business Ethics Officer together with a brief explanation as to why they took the view that the departure from policy was warranted in the circumstances. The Business Ethics Officer will maintain a log of all instances of override reported and provide a summary on a quarterly basis to the Audit Committee.

    Examples of inappropriate management override include but are not limited to:

    • A manager requests that a payment be made to a vendor without the authorized approvals

    • A manager requests that a significant journal entry is made or not made without basis or without adequate documentation.

    • A manager requests a vendor payment without a supporting invoice.

    • A manager makes unsupported allowances, judgments or estimates to manipulate earnings.

    • A manager does not disclose a potential conflict of interest before the Company enters into a business transaction with the related party.

NAMES AND ADDRESSES

Reporting Contacts:

Business Ethics Officer

Mr. R.W. (Bob) Garnett

Address: Great Panther Silver Limited

Suite 800, 333 Seymour Street

Vancouver, BC V6B 5A6

E-mail: ethics@greatpanther.com

Chief Financial Officer

Mr. Jim Zadra, CA

Address: Great Panther Silver Limited

Suite 800, 333 Seymour Street

Vancouver, BC V6B 5A6

Phone: 604-638-8954

E-mail: jzadra@greatpanther.com

Last reviewed and approved by the Board on December 13, 2012.

Great Panther Silver Limited’s Code of Business Conduct 

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