UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2020

Commission File Number: 001-35043

GREAT PANTHER MINING LIMITED

(Translation of registrant's name into English)

1330 – 200 Granville Street

Vancouver, British Columbia, V6C 1S4, Canada

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

[  ] Form 20-F     [X] Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [  ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [  ]

INCORPORATION BY REFERENCE

Exhibit 99.2 to this report on Form 6-K furnished to the SEC is expressly incorporated by reference into the Registration Statement on Form F-10 of Great Panther Mining Limited (File No. 333-231830), as amended and supplemented.

SUBMITTED HEREWITH

Exhibits

SIGNATURE

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.

Date: May 20, 2020

Exhibit 99.1

Suite 1330, 200 Granville Street
Vancouver, British Columbia, Canada V6C 1S4
Telephone: +1 604 608 1766 / Facsimile: +1 604 608 1768

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

In response to the current coronavirus (“COVID-19”) pandemic, Great Panther Mining Limited will hold its Annual General Meeting (the “Meeting” or “AGM”) in a virtual format via live webcast. All shareholders are invited and encouraged to participate in the AGM using the instructions set out in the Information Circular.

TAKE NOTICE that the Meeting of Shareholders of Great Panther Mining Limited (“Great Panther” or the “Company”) will be held on Wednesday, June 24, 2020 at 11:00 a.m. (Pacific Time). Great Panther is conducting an online only shareholders’ meeting. Registered Shareholders (as defined in the accompanying Information Circular under the heading “Voting at the Meeting”) and duly appointed proxyholders can attend the meeting online at https://web.lumiagm.com/228243688 where they can participate, vote, or submit questions during the meeting’s live webcast, for the following purposes:

The Company has elected to use the notice-and-access provisions under National Instrument 54-101 and National Instrument 51-102 (“Notice and Access Provisions”) for this Meeting. Notice and Access Provisions are a set of rules developed by the Canadian Securities Administrators that reduce the volume of materials that must be physically mailed to shareholders of the Company (“Shareholders”) by allowing the Company to post the Information Circular and any additional materials online. Under Notice and Access Provisions, instead of receiving printed copies of the Meeting materials, Shareholders will receive a Notice-and-Access notification containing details of the Meeting date, webcast login particulars and purpose, as well as information on how they can access the Meeting materials electronically. Shareholders will also receive a form of Proxy (for registered shareholders) or a Voting Instruction Form (for beneficial shareholders), allowing each shareholder to submit their vote by proxy at the Meeting.

The Information Circular is available at https://www.greatpanther.com/investors/reports-filings/agm/ and under the Company’s profile on SEDAR at www.sedar.com. Any Shareholder who wishes to receive a paper copy of the Information Circular should contact the Company by telephone: +1 604 608 1766, toll free: +1 888 355 1766 or by fax: +1 604 608 1768. A Shareholder may also use the numbers noted above to obtain additional information about the Notice-and-Access Provisions. Under Notice-and-Access Provisions, meeting related materials will be available for viewing for up to one year from the date of posting and a paper copy of the materials can be requested at any time during this period.

In order to allow for reasonable time to be allotted for a Shareholder to receive and review a paper copy of the Information Circular before the Proxy Deadline, any Shareholder wishing to request a paper copy of the Information Circular as described above should ensure such request is received by the Company no later than June 10, 2020.

The Information Circular contains details of matters to be considered at the Meeting. Regardless of whether a Shareholder plans to attend the Meeting, Great Panther requests that each Shareholder please complete and deliver the form of proxy, or follow the other voting procedures, all as set out in the form of proxy and Information Circular.

Non-registered Shareholders who plan to attend the Meeting must follow the instructions set out in the form of proxy or voting instruction form and in the Information Circular to ensure that their shares will be voted at the Meeting. A Shareholder who holds shares through a brokerage account is a non-registered Shareholder.

NOTE OF CAUTION CONCERNING COVID-19 OUTBREAK

Great Panther is continuously monitoring the development of the COVID-19 outbreak. In light of the rapidly evolving public health guidelines related to COVID-19, the Company will hold the Meeting in virtual format via live webcast.

The Company reserves the right to take any additional precautionary measures deemed to be appropriate, necessary or advisable in relation to the Meeting in response to further developments in the COVID-19 outbreak. Should any such changes to the Meeting format occur, the Company will announce these changes by way of a news release, which will be filed under the Company’s profile on SEDAR as well as on the Company’s website at www.greatpanther.com. Great Panther strongly recommends you check the Company’s website prior to the Meeting for the most current information. In the event of any changes to the Meeting format due to the COVID-19 outbreak, the Company will not prepare or mail amended Meeting Proxy Materials.

DATED at Vancouver, British Columbia, May 12, 2020.

BY ORDER OF THE BOARD OF DIRECTORS

“David Garofalo”

David Garofalo
Chair of the Board

Exhibit 99.2

NOTICE OF ANNUAL GENERAL MEETING

AND

INFORMATION CIRCULAR

May 12, 2020

Suite 1330, 200 Granville Street
Vancouver, British Columbia, Canada V6C 1S4

INVITATION TO SHAREHOLDERS

In response to the current coronavirus (“COVID-19”) pandemic, Great Panther Mining Limited will hold its Annual General Meeting (the “Meeting” or “AGM”) in a virtual format via live webcast. All shareholders are invited and encouraged to participate in the AGM using the instructions set out in the Information Circular.

Dear Shareholders:

You are invited to attend the Annual General Meeting of Shareholders of Great Panther Mining Limited, which will take place on Wednesday, June 24, 2020 at 11:00 a.m. (Pacific Time. The Company will conduct the AGM as an online only shareholders’ meeting. Registered Shareholders (as defined in the accompanying Information Circular under the heading “Voting at the Meeting”) and duly appointed proxyholders can attend the meeting online at https://web.lumiagm.com/228243688 where they can participate, vote, or submit questions during the meeting’s live webcast.

The items of business to be considered at the AGM are described in the accompanying Notice of Annual Meeting and Information Circular.

Your participation and views are very important to us. You are encouraged to vote, which can be done by following the instructions enclosed with these materials. In addition, due to the rapidly evolving public health guidelines related to the COVID-19 and to facilitate engagement with shareholders, we determined to hold our AGM in a virtual format via live webcast. Health and safety of our employees and communities are a top priority for us, and this extends to the undertaking of our AGM and any shareholders and other participants.

The Meeting will consider the Omnibus Incentive Plan, as amended and restated, which is fully disclosed in the accompanying Information Circular. We hope we have your support to ratify and approve the Omnibus Incentive Plan, as amended and restated, for continuation for three more years.

All of our public documents, including the 2019 Annual Report and Quarterly Reports, are available on our website at www.greatpanther.com. You are encouraged to access our website during the year for continuous disclosure items, including news releases and investor presentations.

We look forward to your participation at the Meeting.

Yours sincerely,

“David Garofalo”

David Garofalo
Chair of the Board

Suite 1330, 200 Granville Street
Vancouver, British Columbia, Canada V6C 1S4
Telephone: +1 604 608 1766 / Facsimile: +1 604 608 1768

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

In response to the current coronavirus (“COVID-19”) pandemic, Great Panther Mining Limited will hold its Annual General Meeting (the “Meeting” or “AGM”) in a virtual format via live webcast. All shareholders are invited and encouraged to participate in the AGM using the instructions set out in the Information Circular.

TAKE NOTICE that the Meeting of Shareholders of Great Panther Mining Limited (“Great Panther” or the “Company”) will be held on Wednesday, June 24, 2020 at 11:00 a.m. (Pacific Time). Great Panther is conducting an online only shareholders’ meeting. Registered Shareholders (as defined in the accompanying Information Circular under the heading “Voting at the Meeting”) and duly appointed proxyholders can attend the meeting online at https://web.lumiagm.com/228243688 where they can participate, vote, or submit questions during the meeting’s live webcast, for the following purposes:

The Company has elected to use the notice-and-access provisions under National Instrument 54-101 and National Instrument 51-102 (“Notice and Access Provisions”) for this Meeting. Notice and Access Provisions are a set of rules developed by the Canadian Securities Administrators that reduce the volume of materials that must be physically mailed to shareholders of the Company (“Shareholders”) by allowing the Company to post the Information Circular and any additional materials online. Under Notice and Access Provisions, instead of receiving printed copies of the Meeting materials, Shareholders will receive a Notice-and-Access notification containing details of the Meeting date, webcast login particulars and purpose, as well as information on how they can access the Meeting materials electronically. Shareholders will also receive a form of Proxy (for registered shareholders) or a Voting Instruction Form (for beneficial shareholders), allowing each shareholder to submit their vote by proxy at the Meeting.

The Information Circular is available at https://www.greatpanther.com/investors/reports-filings/agm/ and under the Company’s profile on SEDAR at www.sedar.com. Any Shareholder who wishes to receive a paper copy of the Information Circular should contact the Company by telephone: +1 604 608 1766, toll free: +1 888 355 1766 or by fax: +1 604 608 1768. A Shareholder may also use the numbers noted above to obtain additional information about the Notice-and-Access Provisions. Under Notice-and-Access Provisions, meeting related materials will be available for viewing for up to one year from the date of posting and a paper copy of the materials can be requested at any time during this period.

In order to allow for reasonable time to be allotted for a Shareholder to receive and review a paper copy of the Information Circular before the Proxy Deadline, any Shareholder wishing to request a paper copy of the Information Circular as described above should ensure such request is received by the Company no later than June 10, 2020.

The Information Circular contains details of matters to be considered at the Meeting. Regardless of whether a Shareholder plans to attend the Meeting, Great Panther requests that each Shareholder please complete and deliver the form of proxy, or follow the other voting procedures, all as set out in the form of proxy and Information Circular.

Non-registered Shareholders who plan to attend the Meeting must follow the instructions set out in the form of proxy or voting instruction form and in the Information Circular to ensure that their shares will be voted at the Meeting. A Shareholder who holds shares through a brokerage account is a non-registered Shareholder.

NOTE OF CAUTION CONCERNING COVID-19 OUTBREAK

Great Panther is continuously monitoring the development of the COVID-19 outbreak. In light of the rapidly evolving public health guidelines related to COVID-19, the Company will hold the Meeting in virtual format via live webcast.

The Company reserves the right to take any additional precautionary measures deemed to be appropriate, necessary or advisable in relation to the Meeting in response to further developments in the COVID-19 outbreak. Should any such changes to the Meeting format occur, the Company will announce these changes by way of a news release, which will be filed under the Company’s profile on SEDAR as well as on the Company’s website at www.greatpanther.com. Great Panther strongly recommends you check the Company’s website prior to the Meeting for the most current information. In the event of any changes to the Meeting format due to the COVID-19 outbreak, the Company will not prepare or mail amended Meeting Proxy Materials.

DATED at Vancouver, British Columbia, May 12, 2020.

BY ORDER OF THE BOARD OF DIRECTORS

“David Garofalo”

David Garofalo
Chair of the Board

TABLE OF CONTENTS

GREAT PANTHER MINING LIMITED

Suite 1330, 200 Granville Street
Vancouver, British Columbia, Canada V6C 1S4
Telephone: +1 604 608 1766 / Facsimile: +1 604 608 1768

INFORMATION CIRCULAR
(unless otherwise specified, information is as of May 7, 2020)

In response to the COVID-19 pandemic, Great Panther Mining Limited will hold its AGM in a virtual format via live webcast. All shareholders are invited and encouraged to participate in the AGM using the instructions set out in the Information Circular.

This Information Circular is furnished in connection with the solicitation of proxies by the management of Great Panther Mining Limited (the “Company” or “Great Panther”) for use at the annual general meeting (the “Meeting”) of its Shareholders to be held on Wednesday, June 24, 2020 at 11:00 a.m. (Pacific Time) by virtual online meeting, for the purposes set forth in the accompanying Notice of the Meeting.

Attending the Meeting Online

Shareholders and duly appointed proxyholders can attend the meeting online by going to https://web.lumiagm.com/228243688 and for proxy appointees: https://www.computershare.com/‌greatpanther.

Shareholders who wish to appoint a third-party proxyholder to represent them at the online meeting (or Non-Registered Shareholders who want to appoint themselves) must submit their proxy or voting instruction form (as applicable) prior to registering their proxyholder. Registering the proxyholder is an additional step once a shareholder has submitted their proxy/voting instruction form. Failure to register a duly appointed proxyholder will result in the proxyholder not receiving a Username to participate in the meeting. To register a proxyholder once submitting the proxy/voting instruction form, shareholders MUST visit https://www.computershare.com/228243688 by 11:00 a.m. (Pacific Time) on Monday, June 22, 2020 and provide Computershare with their proxyholder’s contact information, so that Computershare may provide the proxyholder with a Username via email after proxy cutoff.

It is important that you are connected to the internet at all times during the meeting in order to vote when balloting commences.

In order to participate online, shareholders must have a valid 15-digit control number and proxyholders must have received an email from Computershare containing a Username.

Participating at the Meeting

The meeting will be hosted online by way of a live webcast. Shareholders will not be able to attend the meeting. A summary of the information shareholders will need to attend the online meeting is provided below. The meeting will begin at 11:00 a.m. (Pacific Time) on Wednesday, June 24, 2020.

Computershare
100 University Avenue

8^th Floor

Toronto, Ontario

M5J 2Y1

OR

Email at uslegalproxy@computershare.com

Requests for registration must be labeled as “Legal Proxy” and be received no later than June 22, 2020 by 11:00 a.m. (Pacific Time). You will receive a confirmation of your registration by email after we receive your registration materials. You may attend the Annual General Meeting and vote your shares at https://web.lumiagm.com/228243688 during the meeting. Please note that you are required to register your appointment at www.computershare.com/greatpanther.

Voting at the Meeting

A registered shareholder of common shares (a “Registered Shareholder”), or a Non-Registered Shareholder who has appointed themselves or a third party proxyholder to represent them at the meeting, will appear on a list of shareholders prepared by Computershare, the transfer agent and registrar for the meeting. To have their common shares voted at the meeting, each Registered Shareholder or proxyholder will be required to enter their control number or Username provided by Computershare at https://web.lumiagm.com/228243688 prior to the start of the meeting. In order to vote, Non-Registered Shareholders who appoint themselves as a proxyholder MUST register with Computershare at https://www.computershare.com/greatpanther after submitting their voting instruction form in order to receive a Username (please see the information under the headings “Appointment of Proxies” below for details).

Appointment of Proxies

Shareholders who wish to appoint a third-party proxyholder to represent them at the online meeting (or Non-Registered Shareholders who want to appoint themselves) must submit their proxy or voting instruction form (if applicable) prior to registering your proxyholder. Registering your proxyholder is an additional step once you have submitted your proxy or voting instruction form. Failure to register the proxyholder will result in the proxyholder not receiving a Username to participate in the meeting.

To register a proxyholder, shareholders MUST visit https://www.computershare.com/greatpanther by 11:00 a.m. (Pacific Time) on Monday, June 22, 2020 and provide Computershare with their proxyholder’s contact information, so that Computershare may provide the proxyholder with a Username via email after proxy cutoff.

A proxy can be submitted to Computershare either in person, or by mail or courier, to 100 University Avenue, 8^th Floor, Toronto, Ontario, M5J 2Y1, or via the internet at www.investorvote.com. The proxy must be deposited with Computershare by no later than 11:00 a.m. on Monday, June 22, 2020, or if the meeting is adjourned or postponed, not less than 48 hours, excluding Saturdays, Sundays and statutory holidays, before the commencement of such adjourned or postponed meeting.

Without a Username, proxyholders will not be able to vote or ask questions at the virtual meeting.

GENERAL PROXY INFORMATION

In this Information Circular, references to “we” and “our” refer to the Company. The “Board of Directors” or the “Board” refers to the Board of Directors of the Company. “Director” refers to a member of the Board of Directors of the Company. An “Independent Director” means a Director who is not currently, and who has not been within three years of the date of the Information Circular, an executive officer or employee of the Company. “Non-Independent Director” means any Director who is currently, or was during the past three years, an executive officer or employee of the Company. “Non-Employee Director” means any Director who is not also an executive officer or employee of the Company or a related entity of the Company. “Common Shares” means common shares without par value in the capital of the Company. “Great Panther Shareholders” and “Shareholders” refer to Shareholders of the Company. “Registered Shareholders” means Shareholders of the Company who hold Common Shares in their own name. “Beneficial Shareholders” means Shareholders of the Company who do not hold Common Shares in their own name and “Intermediaries” refer to brokers, investment firms, clearinghouses and similar entities that own securities on behalf of Beneficial Shareholders.

The Board of Directors has approved the contents and distribution of this Information Circular.

All dollar amounts referred to herein are in Canadian currency unless otherwise indicated.

Solicitation of Proxies

The Company has retained the services of Laurel Hill Advisory Group (“Laurel Hill”) to act as Great Panther’s proxy solicitation agent. While it is expected that the solicitation of proxies will be primarily by mail, subject to the use of Notice-and-Access Provisions in relation to the delivery of this Information Circular, proxies may be solicited personally, by telephone or other means by Directors, officers and regular employees of the Company or by Laurel Hill. In connection with these services, Great Panther will pay fees of approximately $30,000 to Laurel Hill in addition to reimbursing certain out-of-pocket expenses. Great Panther has arranged for Intermediaries to forward the meeting materials to Beneficial Shareholders of the Common Shares held of record by those Intermediaries and Great Panther may reimburse the Intermediaries for their reasonable fees and disbursements in that regard.

Notice and Access Process

Notice-and-Access means provisions concerning the delivery of proxy-related materials to Shareholders found in section 9.1.1 of National Instrument 51-102 – Continuous Disclosure Obligations (“NI 51-102”), in the case of Registered Shareholders, and section 2.7.1 of National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer (“NI 54-101”), in the case of Beneficial Shareholders (collectively, the “Notice-and-Access Provisions”), which allow an issuer to deliver an information circular forming part of proxy-related materials to Shareholders via certain specified electronic means provided that the conditions of NI 51-102 and NI 54-101 are met.

The Notice-and-Access Provisions are a mechanism which allows reporting issuers, other than investment funds, to choose to deliver proxy-related materials to registered holders and beneficial owners of securities by posting such materials on a non-SEDAR website (usually the reporting issuer’s website and sometimes the transfer agent’s website) rather than by delivering such materials by mail. The Notice-and-Access Provisions can be used to deliver materials for both special and general meetings of shareholders. Reporting issuers may still choose to continue to deliver such proxy-related materials by mail, and, pursuant to Notice-and-Access Provisions, both registered and beneficial owners are entitled to request delivery of a paper copy of the information circular at the reporting issuer’s expense.

The use of the Notice-and-Access Provisions reduces paper waste and mailing costs of the issuer. In order for the Company to utilize the Notice-and-Access Provisions to deliver proxy-related materials by posting an information circular (and if applicable, other materials) electronically on a website that is not SEDAR, the Company must send a notice to Shareholders, including Non-Registered Holders (as defined below), indicating that the proxy-related materials have been posted and explaining how a Shareholder can access them or obtain a paper copy of those proxy-related materials from the Company. This Information Circular has been posted in full at https://www.greatpanther.com/investors/reports-filings/agm/ and under the Company’s SEDAR profile at www.sedar.com.

In order to use Notice-and-Access Provisions, a reporting issuer must set the record date for notice of the meeting to be on a date that is at least forty days prior to the meeting in order to ensure there is sufficient time for the materials to be posted on the applicable website and other materials to be delivered to Shareholders. The Notice-and-Access notification, which requires the Company to provide basic information about the Meeting and the matters to be voted on, explains how a Shareholder can obtain a paper copy of the Information Circular and any related Meeting materials. A Notice-and-Access notification has been delivered to Shareholders by the Company, along with the applicable voting document (a form of proxy in the case of Registered Shareholders or a voting instruction form in the case of Non-Registered Holders).

As this is not the first time the Company has utilized Notice-and Access Provisions for its annual general meeting, it is no longer subject to the requirement to file a notification at least twenty-five days prior to the Record Date indicating its intent to use Notice-and Access Provisions.

The Company will not rely upon the use of ‘stratification’. Stratification occurs when a reporting issuer using the Notice-and-Access Provisions provides a paper copy of the information circular with the notice to be provided to Shareholders as described above. In relation to the Meeting, all Shareholders will have received the required documentation under the Notice-and-Access Provisions and all documents required to vote in respect of all matters to be voted on at the Meeting. No Shareholder will receive a paper copy of the Information Circular from the Company or any Intermediary unless such Shareholder requests explicitly the same.

Any Shareholder who wishes to receive a paper copy of this Information Circular must make contact with the Company by telephone +1 604 608 1766, toll free: +1 888 355 1766 or by fax: +1 604 608 1768. In order to ensure that a paper copy of the Information Circular can be delivered to a requesting Shareholder in time for such Shareholder to review the Information Circular and return a proxy or voting instruction form prior to the Proxy Deadline, it is strongly suggested that a Shareholder ensure their request is received by the Company no later than June 10, 2020.

All Shareholders may call +1 888 355 1766 (toll-free) in order to obtain additional information relating to the Notice-and-Access Provisions or to obtain a paper copy of the Information Circular, up to and including the date of the Meeting, including any adjournment of the Meeting.

Appointment of Proxyholders

The individuals named in the accompanying form of proxy (the “Proxy”) are Directors or officers of the Company. If you are a Shareholder entitled to vote at the Meeting, you have the right to appoint a person or company other than either of the persons designated in the Proxy (who is not required to be a Shareholder), to attend and act for you and on your behalf at the Meeting. You may do so either by inserting the name of that other person in the blank space provided in the Proxy or by completing and delivering another suitable form of proxy.

Voting by Proxyholder

The persons named in the Proxy will vote or withhold from voting the Common Shares represented thereby in accordance with your instructions on any ballot that may be called for. If you specify a choice with respect to any matter to be acted upon, your Common Shares will be voted accordingly. The Proxy confers discretionary authority on the persons named therein with respect to:

In respect of a matter for which a choice is not specified in the Proxy, the management appointee acting as a proxyholder will vote in favour of each matter identified on the Proxy. However, under NYSE American Exchange (“NYSE American”) rules, a broker who has not received specific voting instructions from the beneficial owner may not vote the shares in its discretion on behalf of such beneficial owner on “non-routine” proposals, although such shares will be included in determining the presence of a quorum at the Meeting. Thus, such broker “non-votes” will not be considered votes “cast” for purposes of voting on the election of Directors. The ratification of the appointment of the Company’s auditors, qualifies as a “routine” proposal that brokers may vote upon without having received specific voting instruction from the beneficial owner; any broker “non-votes” with respect to this matter will not be considered votes “cast” and therefore will have no effect on the vote with respect to the appointment of the auditors.

Registered Shareholders

If you are a Registered Shareholder (a Shareholder whose name appears on the records of the Company as the registered holder of Common Shares) of the Company, you may wish to vote by proxy whether or not you are able to attend the Meeting. Registered Shareholders electing to submit a proxy may do so by:

In all cases, ensuring that the Proxy is received at least 48 hours (excluding Saturdays, Sundays and holidays) before the Meeting, or the adjournment thereof, at which the Proxy is to be used.

Revocation of Registered Proxies

A Shareholder who has given a proxy may revoke the proxy by:

A revocation of a proxy will not affect a matter on which a vote is taken before the revocation.

Beneficial Shareholders (Non-Registered Shareholders)

Many Shareholders are “non-registered” Shareholders because the shares of the Company they own are not registered in their names but are instead registered in the name of the brokerage firm, bank or trust company through which they purchased the shares. More particularly, a person is not a Registered Shareholder in respect of 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 shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs, TFSAs and similar plans); or (b) in the name of a clearing agency (such as The Canadian Depository for Securities Limited) of which the Intermediary is a participant.

Intermediaries are required to seek voting instructions from Beneficial Shareholders in advance of meetings of Shareholders. Every Intermediary has its own mailing procedures and provides its own return instructions to clients.

These securityholder materials are sent to both Registered and Non-Registered Owners of the securities of the Company utilizing the Notice-and-Access Provisions. If you are a Non-Registered Owner, and the Company or its agent sent these materials directly to you, your name, address and information about your holdings of securities were obtained in accordance with applicable securities regulatory requirements from the Intermediary holding securities on your behalf.

The form of proxy supplied to you by your broker will be similar to the proxy provided to Registered Shareholders by the Company. However, its purpose is limited to instructing the Intermediary on how to vote your Common Shares on your behalf. Most brokers delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“Broadridge”) in Canada and the United States. Broadridge mails a voting instruction form (“VIF”) in lieu of a proxy provided by the Company and asks Beneficial Shareholders to return the VIF to Broadridge. Alternatively, the Beneficial Shareholder may call a toll-free number or go online to http://www.proxyvote.com to vote. Great Panther may utilize the Broadridge QuickVoteTM service to assist Great Panther shareholders with voting their shares. Certain Beneficial Shareholders who have not objected to Great Panther knowing who they are (non-objecting beneficial owners) may be contacted by Laurel Hill to obtain a vote directly over the phone.

The VIF will name the same persons as the Company’s Proxy to represent your Common Shares at the Meeting.

You have the right to appoint a person (who need not be a Beneficial Shareholder of the Company), other than any of the persons designated in the VIF, to represent your Common Shares at the Meeting and that person may be you. To exercise this right, insert the name of your desired representative (which may be you) in the blank space provided in the VIF. The completed VIF must then be returned to Broadridge in accordance with Broadridge’s instructions. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting voting of the Common Shares to be represented at the Meeting and the appointment of any Shareholder’s representative.

Notice to Shareholders in the United States

This solicitation of proxies involves securities of an issuer located in Canada and is being effected in accordance with the corporate laws of the Province of British Columbia and the securities laws of applicable provinces of Canada. The proxy solicitation rules under the United States Securities Exchange Act of 1934, as amended, are not applicable to the Company or this solicitation, and this solicitation has been prepared in accordance with the disclosure requirements of the securities laws of the applicable provinces of Canada. Shareholders should be aware that disclosure requirements under the securities laws of the applicable provinces of Canada differ from the disclosure requirements under United States securities laws.

Revocation of Non-Registered Proxies

Only registered Shareholders have the right to revoke a proxy. Beneficial Shareholders of shares who wish to change their vote must, in sufficient time in advance of the Meeting, arrange for their respective Intermediaries to change their vote and, if necessary, revoke their proxy in accordance with the revocation procedures set out on page 4.

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

To the best of our knowledge, except as otherwise disclosed herein, no person who has been a Director or Executive Officer of the Company at any time since the beginning of the Company’s last completed financial year, nor any proposed nominee for election as a Director of the Company nor any associate or affiliate of the foregoing persons, has any substantial or material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting other than the election of Directors.

RECORD DATE AND VOTING SECURITIES

Record Date

The Board has fixed May 7, 2020, as the record date (the “Record Date”) for the determination of persons entitled to receive notice of and vote at the Meeting. Only Shareholders of record at the close of business on the Record Date who either (i) attend the Meeting personally, (ii) complete, sign and deliver a form of proxy in the manner and subject to the provisions described above, or (iii) vote in one of the manners provided for in the VIF, will be entitled to vote or to have their Common Shares voted at the Meeting.

Voting Securities

Great Panther’s authorized share capital consists of an unlimited number of Common Shares without par value, and an unlimited number of Class A preferred shares without par value, issuable in series and an unlimited number of Class B preferred shares without par value, issuable in series. The Common Shares are listed for trading on the Toronto Stock Exchange (the “TSX”) under the symbol “GPR” and on the NYSE American under the symbol “GPL”. As of May 7, 2020, there were 312,392,364 Common Shares issued and outstanding. As of the same date, there were no Class A preferred shares, and no Class B preferred shares issued and outstanding.

Holders of Common Shares are entitled to one vote per Common Share at meetings of Shareholders. No group of Shareholders of the Company has the right to elect a specified number of Directors, nor are there cumulative or similar voting rights attached to the Common Shares, other than as described under “Number of and Election of Directors – Nominees for Election”.

To the knowledge of the Directors and Executive Officers of the Company, there are currently no persons or companies who beneficially own or control, directly or indirectly, Common Shares carrying more than 10% of the voting rights attached to all outstanding Common Shares of the Company as at May 7, 2020.

PARTICULARS OF MATTERS TO BE ACTED UPON AT THE MEETING

A. NUMBER AND ELECTION OF DIRECTORS

Set Number of Directors

Pursuant to the terms of the Company’s Articles, the number of Directors may be set or changed by ordinary resolution, subject to a limited right of the Board to increase the number of Directors between Shareholder meetings. The number of Directors on the Board was last set by Shareholders at eight by ordinary resolution of the Shareholders on June 24, 2019. The Board proposes that the number of Directors be set at nine. Therefore, at the Meeting, Shareholders will be asked to approve an ordinary resolution that the number of Directors to be elected to the Board be set at nine.

The term of office of each of the current Directors will end immediately before the election of Directors at the Meeting. Unless a Director’s office is vacated earlier in accordance with the provisions of the Business Corporations Act (British Columbia) (“BCA”), each Director elected will hold office until immediately before the election of Directors at the next annual general meeting, or if no Director is then elected until a successor is elected, or until he or she otherwise ceases to hold office under the BCA or the terms of the Articles.

Majority Voting for Directors

The Board has adopted a policy (the “Majority Voting Policy”) stipulating that if the votes in favour of the election of a nominee Director at a Shareholders’ meeting involving an uncontested Director election represent less than a majority of the shares voted and withheld, the nominee will submit his or her written resignation immediately after the meeting to the Board, to be effective upon acceptance by the Board. If such a Director refuses to tender his or her resignation subject to the Majority Voting Policy, such Director will not be nominated for election the following year. The Majority Voting Policy does not apply to any Shareholders’ meeting where the number of individuals nominated for election exceeds the number of Directors to be elected, including as a result of a proxy contest.

The Nominating and Corporate Governance Committee (the “NCGC”) shall consider the affected Director’s resignation and recommend to the Board whether or not to accept it. Any affected Director who tenders a resignation pursuant to this Majority Voting Policy will not participate in any meeting of the Board, the NCGC, or any other sub-committee of the Board at which such Director’s resignation is considered.

In its deliberations, the NCGC will consider any stated reasons why Shareholders “withheld” votes from the election of such affected Director, the length of service and the qualifications of the affected Director, the affected Director’s contributions to the Company, the effect such resignation may have on the Company’s ability to comply with any applicable governance rules and policies and the dynamics of the Board, and any other factors that the NCGC considers relevant.

The Board will act on the NCGC’s recommendation within ninety days following the date of the applicable meeting and announce its decision by way of a news release (a copy of which will be provided to the Toronto Stock Exchange), after considering the factors considered by the NCGC and any other factors that the Board considers relevant. The Board will accept the resignation, except in situations where exceptional circumstances would warrant the affected Director continuing to serve on the Board. These exceptional circumstances are expected to meet a high-standard threshold and do not include re-occurring events or an affected Director’s length of service, qualifications, attendance at meetings, experience or contributions to the Company. Exceptional circumstances may include non-compliance with corporate or securities law requirements as a result of the resignation, among other circumstances.

The resignation will become effective upon acceptance by the Board. However, if the Board declines to accept the resignation, it must fully state the reasons for doing so in its news release. If the Board determines not to accept the resignation of an affected Director based on an exceptional circumstance, then the Board is expected to take active steps to resolve the exceptional circumstance for the following year. If the resignation is accepted, the Board may, in accordance with the BCA and Articles, appoint a new Director to fill any vacancy created by the resignation or reduce the size of the Board.

Advance Notice Policy

The Board adopted an advance notice policy (the “Advance Notice Policy”) effective May 24, 2013, which was approved by Shareholders at the Company’s annual and special meeting of Shareholders held on June 27, 2013. The Advance Notice Policy provides for advance notice to the Company in circumstances where nominations of persons for election to the Board are made by Shareholders other than pursuant to (i) a requisition of a meeting made pursuant to the provisions of the BCA or (ii) a Shareholder proposal made pursuant to the provisions of the BCA.

The purpose of the Advance Notice Policy is to foster a variety of interests of the Shareholders and the Company by ensuring that all Shareholders – including those participating in a meeting by proxy rather than attending the meeting – receive adequate notice of the nominations to be considered at a meeting and can thereby exercise their voting rights in an informed manner. Among other things, the Advance Notice Policy fixes a deadline by which holders of Common Shares must submit Director nominations to the Company prior to any annual or special meeting of Shareholders and sets forth the minimum information that a Shareholder must include in the notice to the Company for the notice to be in proper written form.

The foregoing is merely a summary of the Advance Notice Policy, is not comprehensive and is qualified by the full text of such policy, a copy of which is available on the Company’s website at https://www.greatpanther.com/_resources/pdf/advance-notice-policy2.pdf.

As of the date of this Information Circular, the Company has not received notice of a nomination in compliance with the Advance Notice Policy.

Nominees for Election

At the annual general and special meeting of the Company held in June 2019, the Shareholders of the Company approved the ordinary resolution to set the number of Directors at eight. Pursuant to the Act and the Articles, there are currently 10 directors on the Board, as a net of two additional directors were appointed since the last shareholder meeting. As disclosed herein, management of the Company will nominate nine persons for election to the Board of Directors at the Meeting. Voting for the election of the nine nominee Directors will be conducted on an individual basis. All of the nine nominees for election at the Meeting are currently Directors of Great Panther, and all have agreed to stand for election. If, however, one or more of them should become unable to stand for election, it is likely that one or more other persons would be nominated for election at the Meeting.

The following disclosure sets out, as at the Record Date, (a) the names of all nine nominees for election as Director and their residency, (b) all major offices and positions with the Company each one now holds, (c) each nominee’s principal occupation, business or employment, (d) the period of time during which each has been a Director of the Company, (e) the current equity ownership consisting of Common Shares beneficially owned, directly or indirectly, or controlled or directed, options, restricted share units (“RSUs”), performance-based restricted share units (“PSUs”), or deferred share units (“DSUs”) credited to each nominee, (f) other current public company board memberships and committees, and (g) their attendance at the Company’s Board and Board committee meetings in the year ended December 31, 2019.

The information as to Common Shares beneficially owned, directly or indirectly, or over which control or direction is exercised has been furnished to the Company by the nominees or has been extracted from insider reports filed by the respective nominees which are publicly available through the internet at the website for the Canadian System for Electronic Disclosure by Insiders (SEDI) at www.sedi.ca.

Unless authority to do so concerning one or more Directors is withheld and subject to NYSE American rules, the persons designated as proxy-holders in the accompanying Proxy intend to vote the Common Shares represented by each properly executed Proxy (i) FOR the resolution to set the number of Directors at nine, and (ii) FOR the election of each of the nominees set forth in this Information Circular. Great Panther’s management does not contemplate that any of the nominees will be unable to serve as a Director, but if that should occur for any reason before the Meeting, it is intended that discretionary authority will be exercised by the persons named in the accompanying Proxy to vote for the election of any other person or persons nominated in place of any nominee or nominees unable to serve.

Notes to this section:

On May 7, 2020, the Board approved DSU awards to Messrs. Garofalo, Gallucci and Hair in the amounts of $28,125, $15,000, $15,000, respectively, to be awarded following the Company’s blackout in respect of the trading of securities by insiders, including the issuance of share based awards, which was in place as of the Record Date.

Summary of Directors’ Qualifications and Expertise

The NCGC has determined that the nine Director nominees possess the competencies necessary for the Board to effectively fulfill its responsibilities:

Cease Trade Orders, Bankruptcies, Penalties and Sanctions

No proposed director is, as at the date of this Information Circular, or has been, within the last 10 years before the date of this Information Circular, a director, or executive officer of any company (including Great Panther) that was:

Except as disclosed below, no proposed director is, as at the date of this Information Circular, or has been, within 10 years before the date of this Information Circular, a director or executive officer of any company (including Great Panther) that:

Mr. Ross was previously the Chief Operating Officer of RB Energy Inc. (“RBI”) from April 2014 to May 2015. On October 14, 2014, RBI applied for and obtained an Initial Order (the "Order") to commence proceedings under the Companies’ Creditors Arrangement Act (the "CCAA") in the Québec Superior Court (the "Court"). On October 15, 2014, RBI announced that the Court issued an Amended and Restated Initial Order in respect of RBI and certain of its subsidiaries under the CCAA, which granted an initial stay of creditor proceedings to November 13, 2014. The Order was subsequently extended to April 30, 2015. On May 8, 2015, the Court appointed a receiver, Duff & Phelps Canada Restructuring Inc., under the Bankruptcy and Insolvency Act, and terminated the CCAA proceedings. The TSX de-listed RBI’s common shares effective at the close of business on November 24, 2014, for failure to meet the continued listing requirements of the TSX. Mr. Ross ceased employment as Chief Operating Officer of RBI in May 2015.

Mr. Garofalo was a director of Colossus Minerals Inc. ("Colossus") from December 2012 to November 2013. On January 14, 2014, Colossus announced that it had filed a notice of intention to make a proposal under the Bankruptcy and Insolvency Act (Canada), which was intended to enable Colossus to pursue a restructuring process. Colossus' proposal and plan of reorganization ("Colossus Plan") was approved by creditors on February 25, 2014 and, following the approval of the Ontario Superior Court of Justice (Commercial List) in March 2014, was implemented by Colossus in April 2014. The Colossus Plan effectively converted all of Colossus' outstanding debt, and its obligations under a precious metals stream agreement, into equity of the company.

No proposed director has been subject to:

B. APPOINTMENT OF AUDITOR

KPMG LLP, Chartered Accountants, located at 777 Dunsmuir Street, Vancouver, British Columbia, will be nominated at the Meeting for appointment as auditor of the Company to serve until the close of the next annual general meeting of Shareholders.

Unless authority to do so is withheld, the persons designated as proxyholders in the accompanying Proxy intend to vote the Common Shares represented by each properly executed Proxy FOR the appointment of KPMG LLP as auditor of the Company to serve until the close of the next annual general meeting of Shareholders.

The following table sets out the aggregate fees billed to the Company by its external auditor, KPMG LLP, in each of the last two financial years:

C. APPROVAL OF CONTINUATION OF
THE AMENDED AND RESTATED OMNIBUS INCENTIVE PLAN

At the Company’s Annual General and Special Meeting held on June 8, 2017, the Shareholders ratified and approved adoption by the Company of the 2017 Omnibus Incentive Plan (the “Existing Omnibus Plan”) for three years until June 8, 2020. A copy of the Existing Omnibus Plan is attached as Appendix B to the information circular prepared for that 2017 shareholder meeting, as filed May 1, 2017, at www.sedar.com.

The Existing Omnibus Plan is the Company’s current equity incentive plan, which succeeds the Company’s 2016 Amended and Restated Stock Option Plan (the “2016 Option Plan”). Although options granted under the 2016 Option Plan will remain outstanding and be governed by the terms of the 2016 Option Plan, the Board has determined that since the Shareholders approved the Existing Omnibus Plan, no new options will be granted pursuant to the 2016 Option Plan. Both the Existing Omnibus Plan and the 2016 Option Plan are described in further detail under “Securities Authorized for Issuance under Equity Compensation Plans” below.

The Board believes the continuation of the Existing Omnibus Plan, as amended and restated, is in the best interests of the Company and its Shareholders.

On May 7, 2020, the Board approved the Omnibus Incentive Plan, as amended and restated (the “Omnibus Plan” or the “Plan”), for continuation, subject to approval by the Shareholders and the TSX. Amendments made to the Existing Omnibus Plan, as amended and restated, are set out in the description of the Omnibus Plan below. The Board will present an ordinary resolution for consideration at the Meeting, to ratify, confirm and approve the Omnibus Plan, as described below, for continuation for a further three years to June 24, 2023. A copy of the Omnibus Plan is attached hereto as Appendix A.

Omnibus Plan

The following description of the Omnibus Plan is qualified in its entirety by reference to the full text of the Omnibus Plan. For the purposes of this section capitalized terms are as defined in the Omnibus Plan unless otherwise defined.

Key Concepts of the Omnibus Plan

Details of the Omnibus Plan are provided below.

Purpose

The purpose of the Omnibus Plan is:

Types of Awards

The Omnibus Plan provides for the grant of options, RSUs and DSUs. All Awards are granted by an agreement or other instrument or document evidencing the Award granted under the Omnibus Plan (an “Award Agreement”).

Plan Administration

The Omnibus Plan is administered by the Board, which may delegate its authority to a committee or plan administrator. Subject to the terms of the Omnibus Plan, applicable law and the rules of the TSX, the Board (or its delegate) will have the power and authority to: (i) designate the Eligible Participants who will receive Awards (an Eligible Participant who receives an Award is a “Participant”), (ii) designate the types and amount of Award to be granted to each Participant, (iii) designate the number of Common Shares to be covered by each Award, (iv) determine the terms and conditions of any Award, including any vesting conditions or conditions based on performance of the Company or of an individual (“Performance Criteria”); (v) subject to the terms of the Omnibus Plan, determine whether and to what extent Awards will be settled in cash or Common Shares, or both; (vi) to interpret and administer the Omnibus Plan and any instrument or agreement relating to it, or Award made under it; and (vii) make such amendments to the Omnibus Plan and Awards made under the Omnibus Plan as are permitted by the Omnibus Plan and the rules of the TSX.

Common Shares Available for Awards

Subject to adjustments as provided for under the Omnibus Plan, the maximum number of Common Shares of the Company available for issuance under the Omnibus Plan will not exceed 8% of the Company’s issued and outstanding Common Shares, less the number of Common Shares subject to grants of options under the Company’s 2016 Option Plan and any other Share Compensation Arrangement adopted by the Company, as defined in the Omnibus Plan. As of the Record Date, there were 312,392,364 issued and outstanding Common Shares, allowing for an 8% reserve of 24,991,389 Common Shares for issuance pursuant to the Omnibus Plan. The maximum number of Common Shares available for issuance pursuant to the redemption of RSUs and DSUs granted under the Plan will be 12,495,694 Common Shares representing, in aggregate, 4% of the Outstanding Issue.

The Omnibus Plan is an “evergreen” plan as Common Shares of the Company covered by Awards, which have been exercised or settled, as applicable, will be available for subsequent grant under the Omnibus Plan and the number of Awards that may be granted under the Omnibus Plan increases if the total number of issued and outstanding Common Shares of the Company increases.

Amendment to Maximum Number of Common Shares Issuable

The Omnibus Plan has been amended in 2020 to reduce the number of Common Shares available for reserve and issuance at any time pursuant to the outstanding Awards under the Omnibus Plan by 2% to a maximum of 8% of the issued and outstanding Common Shares from time to time.

Limits on Grants to Insiders, Individual Grants, Annual Grants and Non-Executive Directors.

The Omnibus Plan provides the following limitations on grants:

Eligible Participants

Any employee, executive officer, director, or consultant of the Company or any of its subsidiaries is an “Eligible Participant” and considered eligible to be selected to receive an Award under the Omnibus Plan, provided that officers, employees and consultants of the Company are not eligible to receive DSUs. Only Non-Employee Directors are eligible to receive DSUs. Eligibility for the grant of Awards and actual participation in the Omnibus Plan is determined by the Board or its delegate.

No Financial Assistance

Unless the Board, at its discretion, and subject to regulatory requirements, determines otherwise, the Company shall not offer financial assistance to any Eligible Participants in regard to exercise of any Awards granted under the Omnibus Plan.

Amendment to Eligible Participant Requirements

The Omnibus Plan is amended to include the Board’s option to require any Eligible Participant to provide certain representations, warranties and certifications to satisfy requirements of applicable laws including exemptions from registration requirements pursuant to the United States Securities Act of 1933 ( the “U.S. Securities Act”), as amended, and all U.S. state securities laws.

Description of Awards

(i)       Options

An option is an option granted by the Company to a Participant entitling such Participant to acquire a designated number of Common Shares from the treasury at an exercise price set at the time of grant (the “Option Price”) of the option. Options are exercisable, subject to vesting criteria established by the Board at the time of grant, over a period of time established by the Board from time to time, which shall not exceed ten years from the date of grant. If the expiration date for an option falls within a Blackout Period, the expiration date will be extended to the date which is 10 business days after the end of the blackout period, which may be after the date that is ten years from the date of grant. The Option Price shall not be set at less than the closing price of the Common Shares on the TSX on the day before the grant is made. At the time of grant of an option, the Board may establish vesting conditions in respect of each Option grant, which may include Performance Criteria related to corporate or individual performance. The Omnibus Plan also permits the Board to grant an option holder, at any time, the right to deal with such option on a cashless exercise basis.

The Board may grant options that are qualified incentive stock options (“ISOs”) for the purposes of Section 422 of the United States Internal Revenue Code of 1986. ISOs may only be granted to employees of the Company or a Subsidiary of the Company. The maximum number of Common Shares that may be made subject to option grants that are designated as ISOs shall not exceed 8% of the outstanding Common Shares as of the date of approval of the Omnibus Plan, for continuation, by the Shareholders.

(ii)       Restricted Share Units

An RSU is an Award in the nature of a bonus for services rendered that, upon settlement, entitles the recipient to acquire Common Shares as determined by the Board or, subject to the provisions of the Omnibus Plan, to receive the Cash Equivalent or a combination thereof. The Board may establish conditions and vesting provisions, including Performance Criteria, which need not be identical for all RSUs, provided that the payment of any RSU Award, which includes individual Performance Criteria, will only be settled through the issue of Common Shares. An RSU may be forfeited if conditions to vesting are not met. The term of Long Term RSU Units is determined by the Board pursuant to the Omnibus Plan to a maximum of ten years.

The Board, in its discretion, may award dividend equivalents with respect to Awards of RSUs. Such dividend equivalent entitlements will not be available until the RSUs are vested and paid out. The Cash Equivalent of RSUs awarded pursuant to the Omnibus Plan is determined based on Market Value as defined therein. The Common Shares are currently TSX listed; therefore, Market Value is determined by the closing price of the Common Shares on the TSX for the Trading Session on the day prior to the relevant time as it relates to each Award.

RSUs expire no later than December 31 of the calendar year which is three years after the calendar year in which the performance of services for which the RSU was granted, occurred.

(iii)       Deferred Share Units

A DSU is an Award attributable to a Participant’s duties as a Non-Employee Director and that, upon settlement, entitles the recipient to receive a such number of Common Shares as determined by the Board, or to receive the Cash Equivalent or a combination thereof, as the case may be, and is payable after termination of the recipient’s service with the Company. The Board may, at its sole discretion, designate Eligible Participants who may receive DSU Awards; fix the number of DSUs to be Awarded to each Eligible Participant and the dates on which such DSU Awards shall be granted, subject to the terms and conditions prescribed by the Omnibus Plan and in any DSU Agreement. Each DSU awarded shall entitle the Participant to one Common Share, or the Cash Equivalent, or a combination of both. The Board, in its discretion, may award dividend equivalents with respect to Awards of DSUs. Such dividend equivalent entitlements will not be available for settlement of the DSU. DSUs must be settled no later than December 31 of the calendar year following the year in which the recipient of the DSU ceased to be a Non-Employee Director of the Company.

Effect of Termination on Awards

Upon Termination of Service, as defined in the Omnibus Plan, a Participant may receive their Common Shares, or Cash Equivalent, or a combination thereof, they are entitled, by filing a redemption notice on or before December 15 of the first calendar year commencing after the date of the Participant’s Termination of Service. Notwithstanding the foregoing, if any Participant does not file such notice on or before that December 15 and in all cases for each U.S. Participant, the Participant will be deemed to have filed the redemption notice on December 15 (the date of the filing or deemed filing of the redemption notice, the “Filing Date”). The Company will make payment of the DSU Settlement Amount as soon as reasonably possible following the Filing Date and in any event no later than the end of the first calendar year commencing after the Participant’s Termination of Service.

In the event of the death of a Participant, the Company will make payment of the DSU Settlement Amount within two months of the Participant’s death, to or for the benefit of the legal representative of the deceased Participant. For the purposes of the calculation of the Settlement Amount, the Filing Date shall be the date of the Participant’s death.

Each option shall be subject to the following conditions:

Each RSU shall be subject to the following conditions:

Effect of Change of Control on Awards

In the event of a change in control (as described in the Omnibus Plan), within the twelve months following the Change of Control, a Participant who was also an officer, employee, or consultant of the Company prior to the Change of Control and has their position, employment, consulting agreement terminated, or the Participant is constructively dismissed, or if a Non-Employee Director ceases to act in such capacity, then:

Assignment

No Award or other benefit payable under the Omnibus Plan shall, except as otherwise provided by law or specifically approved by the Board, be transferred, sold, assigned, pledged or otherwise disposed of in any manner other than by will or by the law of descent.

Amendment or Discontinuance of the Omnibus Plan

Material Amendments to the Omnibus Plan

Many of the May 2020 amendments to the Omnibus Plan as amended and restated, were for clarification and are not material. Those amendments are incorporated in the overall description of the Omnibus Plan above. Following are the material amendments made in May 2020 to the Omnibus Plan:

Insider Votes Withheld

Insiders of the Company entitled to receive a benefit under the arrangement are not eligible to vote their securities in respect of the approvals required by this Subsection 613(a) unless the arrangement contains the insider participation limit.

TSX Approval

The TSX has reviewed the above disclosure and the Omnibus Plan and has given conditional approval subject to receipt by the Company of shareholder approval of the Omnibus Plan. Accordingly, as the Omnibus Plan provides for the potential issuance from the treasury of securities of the Company, and as required by the TSX, management of the Company will ask shareholders to vote on the following Omnibus Plan Resolution at the Meeting:

“WHEREAS the Board of Directors (the “Board”) of Great Panther Mining Limited (the “Company”) approved on May 7, 2020 the continuation of the Omnibus Incentive Plan, as amended and restated (the “Omnibus Plan”) for the benefit of any employee, officer, director, Non-Employee Director or consultant of the Company or any affiliate of the Company;

AND WHEREAS the maximum number of Common Shares of the Company (“Common Shares”) available for issuance under the Omnibus Plan shall not exceed 8% of the issued and outstanding Shares from time to time less the number of Shares reserved for issuance under all other security-based compensation arrangements of the Company;

AND WHEREAS the rules of the Toronto Stock Exchange provide that all unallocated options, rights or other entitlements under a security-based compensation arrangement which does not have a fixed number of maximum securities issuable, be approved every three (3) years;

NOW THEREFORE BE IT RESOLVED as an ordinary resolution, that:

Recommendation of the Board

The Board has determined that the continuation of the Omnibus Plan is in the best interests of the Company and its shareholders and recommends that Shareholders vote IN FAVOUR of the foregoing Omnibus Plan Resolution.

The Omnibus Plan Resolution must be passed by a simple majority of the votes cast on the resolution by Shareholders present or represented by proxy, who are entitled to vote, at the Meeting.

Unless instructed in the Proxy to the contrary, the persons named in the accompanying form of proxy intend to vote IN FAVOUR of the Omnibus Plan Resolution.

If the Omnibus Plan Resolution is not approved by the shareholders at the Meeting, then all Awards outstanding pursuant to the Existing Omnibus Plan will remain outstanding and Common Shares reserved for exercise or conversion of Awards under the Existing Omnibus Plan will remain available. However, the Company will not be able to grant any new Awards under the Existing Omnibus Plan or any other Share Compensation Arrangements until shareholder approval to the Omnibus Plan, or to the Existing Omnibus Plan, for continuation, is obtained.

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

General

Corporate governance refers to the policies and structure of a company’s board of directors, whose members are elected by, and are accountable to the shareholders of that company. Corporate governance encourages establishing a reasonable degree of independence of the board of directors from executive management and the adoption of policies to ensure the board of directors recognizes the principles of good management. The Board is committed to following sound corporate governance practices, as such practices are both in the interests of the Company and Shareholders and help to contribute to effective and efficient decision-making. In support of this objective, the Board has adopted corporate governance policies, including the following which are available on the Company’s website at https://www.greatpanther.com/corporate/corporate-governance/:

The following disclosure has been prepared under the direction of the NCGC and has been approved by the Board.

Board of Directors

Independence of the Board

The Board facilitates its exercise of independent supervision over management by ensuring representation on the Board by Directors who are independent of management. Directors are considered to be independent if they currently do not have, or within the three years prior to this Information Circular did not have, a direct or indirect material relationship with the Company. A “material relationship” is a relationship which could, in the view of the Company’s Board, be reasonably expected to interfere with the exercise of a Director’s independent judgment. The independence of the Directors is outlined on the “Nominees for Election” section of this Information Circular. A majority of the Directors are independent. Currently, two Directors, Robert Henderson, President and CEO of the Company and Robert A. Archer are not independent. Mr. Archer is not standing for re-election to the Board.

Diversity and Gender Equality

The Board has not adopted a written policy relating to the identification and nomination of female Directors or a formal diversity policy. The Board, through its direction to management, continues to promote diversity in the workplace. The Company respects and values differences in gender, age, ethnic origin, religion, education, sexual orientation, political belief or disability. The Company recognizes the benefits arising from Board, management and employee diversity, including broadening the Company’s skill sets and experience, accessing different outlooks and perspectives and benefiting from all available talent. Directors are recruited and promoted based upon their qualifications, abilities and contributions.

The Board is committed to fostering a diverse workplace environment where: (a) individual differences and opinions are heard and respected; (b) employment opportunities are based on the qualifications required for a particular position at a particular time, including training, experience, performance, skill and merit; and (c) inappropriate attitudes, behaviors, actions and stereotypes are not tolerated and will be addressed. The Board monitors the Company’s adherence to these principles.

The Company currently has one female Independent Director who chairs the Audit Committee and serves on the P&CC. The Company currently has three female Vice Presidents (of seven Vice Presidents) representing the critical areas of Social Responsibility, People and Culture and Investor Relations.

Committee Composition

The current committees of the Board are: (a) the Audit Committee, (b) the P&CC (name changed effective March 27, 2020, formerly the Human Resources and Compensation Committee,), (c) the NCGC and (d) the SHESTOC (formerly the Safety, Health and Environment Committee “SHEC”). The Audit Committee, P&CC and NCGC consist solely of Independent Directors. During the year ended December 31, 2019, the SHEC and Technical and Operations Committee were combined into the SHESTOC, incorporating the social, environmental and technical oversight of the Company’s operations.

Meeting Attendance Record

Directors are expected to attend all meetings of the Board and the committees of which they are members in person, to attend such meetings fully prepared, and to remain in attendance for the duration of the meeting. Attendance by telephone is acceptable in appropriate circumstances. Where a Director’s absence from a meeting is unavoidable, the Director is expected to contact the Chair, the President and CEO or the Corporate Secretary as soon as possible for a briefing on the substantive elements of the meeting. The attendance of Directors at meetings of the Board and each committee during the year ended December 31, 2019, is detailed on the “Nominees for Election” section of this Information Circular.

The Independent Directors hold regularly scheduled meetings which Non-Independent Directors and members of management may attend only by invitation, and such invitations may only be extended only for specific agenda items. The Board regularly holds in-camera meetings attended by the Independent Directors, in conjunction with Board meetings and Audit Committee meetings. On certain occasions, the President and CEO is asked to attend part of the in-camera meeting to discuss specific items or address questions that arise in the in-camera meetings. During the year ended December 31, 2019, the Independent Directors held twelve Board meetings and 10 in-camera meetings. In addition, four in-camera Audit Committee meetings were held during the year that were attended only by the Audit Committee members, other Independent Directors, as guests, and the Company’s auditors.

The Audit Committee meets as often as deemed necessary but will meet at least once quarterly per year in conjunction with the review and approval of annual and quarterly financial statements, management’s discussion and analysis of operating results, and related filings. The P&CC meets as often as deemed necessary but will meet at least three times per year. Other committees hold regular meetings throughout the year as required but will meet at least once annually.

Mandate and Charters

The Board has developed and approved a written mandate for the Board (“Board Mandate”) and formal charters for each committee of the Board. Copies of the Board Mandate and the charters of each committee can be found on the Company’s website at http://www.greatpanther.com/corporate/corporate-governance/. Summaries of the Board Mandate and the responsibilities of each Board Committee are set out below.

Mandate of the Board

The Directors are stewards of the Company, responsible for the overall management and direction of the Company. The Board has the responsibility to oversee the conduct of the Company’s business, to supervise management and to act with a view towards the best interests of the Company. The Board has adopted a Board Mandate, the principles of which define the parameters for the implementation and achievement of corporate goals and objectives. The Board Mandate requires compliance from each Director in letter and spirit. Each Director will execute his or her duties as a member of the Board in accordance with the terms contained in the Board Mandate. In discharging its Board Mandate, the Board is responsible for the oversight and review of the development of, among other things, the following matters:

Audit Committee Charter

The Audit Committee is responsible for overseeing the policies and practices relating to the quality and integrity of financial and regulatory reporting, as well as internal controls to achieve the objectives of safeguarding corporate assets, reliability of the information, and compliance with policies and laws. The Audit Committee’s role is to support the Board in meeting its responsibilities to Shareholders, review and establish the independence of the external auditor, facilitate effective communication between management and the external auditor, provide a link between the external auditor and the Board, and increase the integrity and objectivity of financial reports and public disclosure. The full text of the Audit Committee Charter is available for viewing on the Company’s website at http://www.greatpanther.com/‌_resources/pdf/charter-of-audit-committee.pdf. During the year ended December 31, 2019, the Audit Committee met seven times.

The Audit Committee has full and unrestricted direct access to the external auditor and is responsible for approving the nomination and establishing the independence of the external auditor.

P&CC Charter

The role of the P&CC includes evaluating the performance of the President and CEO, Chief Financial Officer and the Chief Operating Officer. The P&CC also assists the Board in its oversight role by approving all compensation, succession and development for Executive Officers and Directors, recommending compensation plans, including equity-based compensation plans to the Board, and performing an annual review of the Company’s benefits programs. The full text of the P&CC Charter is available for viewing on the Company’s website at https://www.greatpanther.com/_resources/pdf/hrcc.pdfhttps://www.greatpanther.com/_resources/pdf/hrcc.pdf. During the year ended December 31, 2019, the P&CC met five times.

NCGC Charter

The NCGC enhances the Company’s performance by developing and recommending governance principles and by assisting the Company in discharging its corporate governance responsibilities under the applicable law. It also assesses and makes recommendations relating to the effectiveness and performance of the Board. This committee is responsible for establishing and leading the process for identifying, recruiting, appointing, re-appointing and providing ongoing development for Directors. As part of its mandate, the NCGC, among other things, develops and reviews a long-term plan for Board composition, reviews the Board’s relationship with management to ensure the Board functions independently, develops criteria for Directors, recommends nominees for election as Directors and for appointment to committees, and reviews and monitors orientation and education of Directors. The full text of the NCGC Charter is available for viewing on the Company’s website at https://www.greatpanther.com/_resources/pdf/ncgc.pdfhttps://www.greatpanther.com/_resources/pdf/ncgc.pdf. During the year ended December 31, 2019, the NCGC met once.

SHESTOC Charter

The role of the SHESTOC is to assist the Board in the review, monitoring, and oversight of the Company’s Safety, Health, Environment, Social, Technical and Operations policies and regulatory compliance obligations. It is the responsibility of this committee to review and make recommendations with respect to the Company’s (i) safety and health programs, (ii) mining, processing and exploration programs and procedures, (iii) key corporate and management level safety and health, operations and exploration personnel, (iv) environmental management programs and compliance issues and (v) social performance management programs and compliance issues. The SHESTOC must satisfy itself that the management of the Company monitors trends and reviews current and emerging issues in the safety, health, mining, processing and exploration, environmental and social performance fields and evaluates the impact on the Company. The full text of the SHESTOC Charter is available for viewing on the Company’s website at https://www.greatpanther.com/_resources/pdf/shestoc.pdfhttps://www.greatpanther.com/_resources/pdf/shestoc.pdf. During the year ended December 31, 2019, the SHESTOC met six times.

Position Descriptions

Written position descriptions have been developed for the President and CEO, the Chair of the Board, and the Chair of each committee of the Board. The position descriptions are further augmented by the experience of the President and CEO, Chair of the Board and respective Chairs of the Board committees, who have a thorough knowledge and understanding of the responsibilities associated with their respective roles.

Orientation and Continuing Education

The NCGC is responsible for establishing and monitoring the orientation and continuing education of Directors. When new Directors are appointed, they receive orientation, commensurate with their previous experience, on the Company’s properties, business, technology and industry and on the responsibilities of Directors. Board meetings also include presentations by the Company’s management and employees to give the Directors additional insight into the Company’s business. While the Company does not have a formal continuing education program, in order to enable each Director to perform his or her duties better and to recognize and deal appropriately with issues that arise, the Company provides Directors with suggestions to undertake continuing director education, the cost of which is borne by the Company. All Board members have significant experience in the governance of public companies, which the Board believes ensures the effective operation and governance of the Board.

The following table provides details regarding each Director’s continuing education during the year ended December 31, 2019:

Acronyms used in this table:

CPABC - Chartered Professional Accountants of British Columbia

ICD - Institute of Corporate Directors

Ethical Business Conduct

The Board has adopted a Code of Business Conduct and Ethics (the “Code”) which applies to its Directors, officers and employees. The Code sets out expectations for the conduct of the Company’s business in accordance with all applicable laws, rules and regulations and the highest ethical standards. The Code is available on the Company’s website at http://www.greatpanther.com/_resources/pdf/code-of-business-conduct-ethics.pdf and under the Company’s profile on SEDAR at www.sedar.com. In addition, the Board has found that fiduciary duties placed on individual Directors by governing corporate legislation and the common law, and restrictions placed by applicable corporate legislation on an individual Director’s participation in decisions of the Board in which the Director has an interest, are sufficient to ensure the Board operates independently of management and in the best interests of the Company. On October 29, 2019, the Company reviewed and updated the Code for best practices.

The NCGC oversees compliance with the Code, and Ms. Rees, the Audit Committee Chair, who is an Independent Director, serves as the Business Ethics Officer responsible for ensuring adherence with the Code. While serving in this capacity, the Business Ethics Officer reports directly to the Board.

Training on the Code for Directors, officers and employees is conducted on an ongoing basis. To ensure familiarity with the Code, Directors, officers and employees are required to read the Code and sign a compliance certificate annually.

The Code states that the Company’s Directors, officers and employees should not be involved in any activity that creates or gives the appearance of a conflict of interest. Directors, officers, and employees must immediately notify the Business Ethics Officer of the existence of any actual or potential conflict of interest, which includes any interest in respect of any transaction or agreement to be entered into by the Company. Once such interest has been disclosed, the Board as a whole determines the appropriate level of involvement that the Director or Executive Officer should have in respect of the transaction or agreement. All Directors and Executive Officers are subject to the requirements of the BCA with respect to the disclosure of any conflicts of interests and the voting on transactions giving rise to such conflicts.

A conflict of interest occurs when a Director, officer or employee finds himself or herself in a position where his or her personal interests conflict with the interests of the Company or have an adverse effect on the Director’s, officer’s or employee’s motivation or the proper performance of his or her job.

Directors, officers and employees must report, in person or in writing, any known or suspected violations of laws, governmental regulations or the Code to the Business Ethics Officer as soon as practicable upon becoming aware of the known or suspected violation. The Code provides that each Director, officer and employee is personally responsible for, and has a duty to report violations or suspected violations of the Code to the Business Ethics Officer, and that no employee will be discriminated against for reporting what the employee reasonably believes to be a breach of the Code or any law or regulation. Additionally, Directors, officers, and employees may contact the Business Ethics Officer with a question or concern about this Code or business practice.

The Company has also adopted a whistleblower policy and reporting system (the “Whistleblower Policy”), which is available on the Company’s website at http://www.greatpanther.com/_resources/pdf/whistle-blower-policy.pdf. The Whistleblower Policy was last updated and approved on October 29, 2019 and complements the Code. The Code and Whistleblower Policy provide a mechanism for Directors, officers, employees and contractors of the Company and its subsidiaries, to report violations or concerns. The reporting person is encouraged to discuss concerns or violations to the Code directly with their supervisor or the Vice President, People and Culture. If for any reason, these channels are not appropriate, concerns can be reported through the alternative anonymous and confidential reporting system via the Internet, electronic email, telephone or mail. The system will provide immediate notice to the Business Ethics Officer and the Chair of the Audit Committee. The Code requires any questions or reported violations to be addressed immediately and seriously and provides that reporting of suspected breaches can be made anonymously. Upon review and investigation of the reported matters, the Company may take corrective and disciplinary action, if appropriate.

Nomination of Directors

The Board considers its size each year when it considers the number of Directors to recommend to the Shareholders for election at the annual meeting of Shareholders, taking into account the number required to carry out the Board’s duties effectively and to maintain a diversity of views and experience. The NCGC recommends the nine continuing Directors for election this year.

The NCGC is composed of Mr. Garnett, who was appointed as member on July 25, 2019, Mr. Ross, who was appointed as member on June 24, 2019 and Mr. Mullin, who was appointed as Chair on November 25, 2019, all of whom are Independent Directors. The mandate of the NCGC includes identifying individuals qualified to be nominated for election as Directors of the Company or any of the Board's committees. It also extends to evaluating the qualifications and independence of each member of the Board and its committees and recommending to the Board any appropriate changes in the composition of the Board and any of its committees.

In fulfilling its mandate, the NCGC, among other things: identifies and evaluates individuals qualified to be nominated for election as Directors of the Company or any of the Board's committees (the “Nominees”); reviews and develops the Board's criteria for selecting Nominees; selects, or recommends that the Board select, Nominees for election at the annual meeting of the Shareholders of the Company; evaluates any individuals nominated for election as Directors of the Company by the Shareholders of the Company; and retains a search firm to assist the NCGC in identifying, screening and attracting Nominees, if necessary.

Assessments and Performance Reviews

The Board monitors the adequacy of information given to Directors, communication between the Board and management, and the strategic direction and processes of the Board and its committees. The NCGC oversees an annual formal assessment of the Board, its committees, and the individual Directors. The Board is satisfied with the overall progress and corporate achievements of the Company and believes this reflects well on the Board and its practices.

NYSE American Corporate Governance Requirements

In addition to the corporate governance requirements prescribed under applicable Canadian securities laws, rules and policies, the Company is also subject to corporate governance requirements prescribed by the listing standards of the NYSE American (formerly known as NYSE MKT), and the rules and regulations promulgated by the U.S. Securities and Exchange Commission under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) (including those applicable rules and regulations mandated by the Sarbanes-Oxley Act of 2002).

Section 110 of the NYSE American LLC Company Guide permits the NYSE American to consider the laws, customs and practices of foreign issuers in relaxing certain NYSE American listing criteria, and to grant exemptions from NYSE American listing criteria based on these considerations. A company seeking relief under these provisions is required to provide written certification from independent local counsel that the non-complying practice is not prohibited by home country law.

Section 123 of the NYSE American LLC Company Guide recommends that the quorum for meetings of Shareholders of a listed company be not less than 33-1/3% of the issued and outstanding shares entitled to vote at a meeting of Shareholders. Upon listing, the Company received an exemption from this listing standard. The Company’s quorum requirement is specified in its corporate charter as two persons who are, or who represent by proxy, Shareholders.

Section 713 of the NYSE American LLC Company Guide requires that the Company obtain the approval of its Shareholders for share issuances equal to 20% or more of presently outstanding shares for a price which is less than the greater of book or market value of the shares. This requirement does not apply to public offerings. There is no such requirement under British Columbia law or under the Company’s home stock exchange rules (the TSX) unless the dilutive financing results in a change of control. The Company intends to seek a waiver from NYSE American’s section 713 requirements should a dilutive private placement financing trigger the NYSE American Shareholders’ approval requirement in circumstances where the same financing does not trigger such a requirement under British Columbia law or under the Company’s home country stock exchange rules.

The Company believes that there are otherwise no significant differences between its corporate governance policies and those required to be followed by United States domestic issuers listed on the NYSE American. In addition to having a separate Audit Committee, the Company’s Board has established a separately designated P&CC that materially meets the requirements for a compensation committee under section 805 of the NYSE American LLC Company Guide, as currently in force.

The Company’s governance practices also differ from those followed by U.S. domestic companies pursuant to NYSE American listing standards in the following manner, although the Company does not believe such differences to be particularly significant:

Section 802(c) of the NYSE American LLC Company Guide requires that the Board hold meetings on at least a quarterly basis. The Board is not required to meet on a quarterly basis under the laws of the Province of British Columbia.

NYSE American requires the solicitation of proxies and delivery of proxy statements for all Shareholder meetings and requires that these proxies shall be solicited pursuant to a proxy statement that conforms to applicable SEC proxy rules. The Company is a foreign private issuer as defined in rule 3b-4 under the Exchange Act, and the equity securities of the Company are accordingly exempt from the proxy rules set forth in sections 14(a), 14s(b), 14(c) and 14(f) of the Exchange Act. The Company solicits proxies in accordance with applicable rules and regulations in Canada.

AUDIT COMMITTEE

In addition to the disclosure under “Statement of Corporate Governance Practices – Mandates and Charters – Audit Committee Charter”, information about the Audit Committee, as well as a copy of its Charter, are included in the Annual Information Form (the “AIF”) which was filed under the Company’s profile on SEDAR at www.sedar.com on March 30, 2020, under the heading “Audit Committee Information”. A copy of the AIF is available upon request from the Company’s Investor Relations Department at Suite 1330, 200 Granville Street, Vancouver, British Columbia, telephone number +1 604 608 1766, toll-free: +1 888 355 1766, fax number +1 604 608 1768, or email info@greatpanther.com, free of charge to security holders of the Company. The Company may require the payment of a reasonable charge from any person or company who is not a security holder of the Company, who requests a copy of the AIF.

STATEMENT OF EXECUTIVE COMPENSATION

For the purposes of this Information Circular:

Named Executive Officers

During the financial year ended December 31, 2019, the following individuals were NEOs of the Company:

Note:

COMPENSATION DISCUSSION AND ANALYSIS

Below are some of the key aspects of the Company’s executive compensation plan that are in place to ensure good governance:

Pay for performance – 65% of CEO Total Direct Compensation (as defined in the graphic below) is variable and at-risk through the annual incentive and share option grants. The average percentage for the other NEOs is 50%.

Relevant performance metrics – The performance metrics and expected performance levels for the short-term incentive plan are reviewed on an annual basis to ensure the metrics and expected performance focus the NEOs on relevant activities for the business and tie payouts to positive performance for Shareholders.

Annual review of peer group – The P&CC annually reviews the applicability of the compensation peer group for NEOs and adjusts the peer group, as necessary, to ensure it remains relevant and comparable with the ever-evolving size and scope of the Company's operations.

Cap on short-term incentive payouts – Payouts under the short-term incentive plan are capped for the CEO, CFO, COO and VP, Operations at 200% of Target, and at 150% of target for all other NEOs.

Threshold performance expectations before incentive payouts are made – Threshold performance expectations, including safety targets, are set to make sure that a minimum level of performance is achieved against short-term incentive performance metrics before payouts can be made for that metric. Share option grants, due to the requirement for Great Panther’s share price to exceed the exercise price on grant date for value to be earned upon exercise, also act as a minimum performance expectation in the long run.

Modest benefits and perquisites – Benefits and perquisites are set at competitive levels but represent a small part of total NEO compensation.

Review of compensation risk – The P&CC monitors the risk inherent within its compensation plan to ensure the plan does not encourage excessive risk-taking. To the date of this Information Circular, the Company has not identified any risks arising from the Company’s policies and practices that are reasonably likely to have a material adverse effect on the Company.

Employment agreements – The Company has employment agreements with all NEOs to protect proprietary knowledge obtained while at Great Panther. Under the terms of each NEO’s employment agreement, each NEO has made commitments in favour of the Company including non-competition and non-disclosure covenants and minimum notice periods in the event of the executive’s resignation. The following provides information on compensation and benefits for each NEO. Termination benefits for each NEO are summarized under the heading “Termination and Change in Control Provisions”.

Independent advice – The P&CC has engaged an independent advisor, Global Governance Advisors (“GGA”), to advise it on compensation and governance matters.

No share option repricing – Options are not allowed to be repriced under the 2016 Option Plan, the 2017 Omnibus Incentive Plan, nor the proposed Omnibus Plan.

No excessive severance obligations – NEO severance obligations are capped at no higher than twenty-four months.

No hedging of share-based compensation – The Company has a policy restricting employees, officers and Directors from purchasing financial instruments to hedge or offset a decrease in the market value of share options or any other share-based compensation.

Share ownership requirements – On July 16, 2019, the Company adopted a share ownership policy that requires NEOs to own a minimum value of Common Shares of the Company to encourage them to consider long-term performance and multi-year goals in decision-making. The guidelines for executive share ownership levels are as follows:

The applicable level of share ownership is based upon the higher of cost or market value, including direct share ownership, in-the-money options, RSUs and DSUs, and is required to be achieved by June 30, 2024.

The table below shows the ownership levels of the NEOs subject to the Share Ownership Policy as at December 31, 2019:

Notes:

The Company’s CEO, CFO and COO participate in executive compensation decisions by making recommendations to the P&CC regarding (a) Executive Officer base salary, annual short-term and long-term incentive awards; (b) annual and long-term quantitative and qualitative goals and objectives for the Executive Officers; and (c) recommendations to amend short-term and long-term incentive plans, as necessary.

The P&CC reviews the basis for these recommendations and can exercise its discretion in modifying any of the recommendations prior to making its recommendations to the Board.

The following executive compensation principles guide the P&CC in fulfilling its roles and responsibilities in the design and ongoing administration of the Company’s executive compensation plan:

·       Incentive compensation should account for the Company’s commodity-based cyclical business environment in which metal price and currency exchange rate volatility can have a significant impact on financial and some operating metrics.  Incentive compensation plans should not be designed to derive benefit from unexpected fluctuations in metal prices and/or currency exchange rates and instead focus on operational and financial performance measures that are more independent of the effect of unforeseen movements in metal prices and currency exchange rates; and

The Company’s executive compensation plan is designed to encourage, compensate, and reward executives on the basis of individual and corporate performance, both in the short and the long term. Executive Officer and non-executive NEO compensation include base salary and benefits, payments under the Company’s Short-term Incentive Plan (the “STIP”) and awards under the Company’s Long-term Incentive Plan (the “LTIP”) which provides for share options, RSUs and PSUs. However, Executive Officers have a higher portion of their compensation composed of variable incentives tied to corporate performance (STIP and LTIP). Salaries are a base level of compensation designed to attract and retain executives and employees with the appropriate skills and experience. STIP payments are designed to reward for the achievement of short-term corporate objectives (generally one year) and individual contribution towards achieving those objectives, while LTIP awards are designed to provide incentives to increase Shareholder value over the longer-term and thereby better align executive compensation with the interests of Shareholders.

Each element of executive compensation is carefully considered by the P&CC to ensure that there is the right mix of short-term and long-term incentives for the purposes of achieving the Company’s goals and objectives.

To emphasize a pay-for-performance philosophy at Great Panther, Total Direct Compensation is heavily weighted towards “at risk” compensation in the form of the STIP and LTIP awards. As shown below, a significant portion of the CEO’s and NEO’s Target Total Direct Compensation, 65% and 50%, respectively, is at risk and tied to annual and long-term performance.

Note: the NEO target compensation mix graph does not include the CEO target compensation mix.

During the year ended December 31, 2019, the P&CC retained GGA to provide independent compensation and governance advice to the P&CC and to the Board. GGA is an internationally recognized, independent advisory firm that provides counsel to boards of directors on matters relating to executive compensation and governance. GGA was retained to review the compensation and governance for the Company’s executives and Directors, which may include, in any particular year, the evaluation of:

During the year ended December 31, 2019, GGA was engaged by the P&CC to:

The table below outlines the fees paid for GGA's services in 2019 and 2018.

The P&CC reviews all fees and the terms of consulting services provided by its independent compensation consultant.

Based on this review, the Company has maintained the following general principles in determining its executive and Director total compensation plans for the year ended December 31, 2019:

Annual Compensation Review Process

The P&CC follows an annual compensation review process, working in collaboration with an independent compensation advisor. Generally, the compensation advisor is engaged in a more detailed scope review in alternate years. The process includes the following key steps:

Peer Group

The Company uses the following criteria when determining appropriate comparators for compensation benchmarking purposes:

The peer group defines the competitive market, which Great Panther uses to guide executive compensation design and pay levels.

Based upon GGA’s 2019 review, the custom peer group based on the criteria listed above was:

The graphic below illustrates the change in Great Panther’s custom peer group from 2018 to 2019, which reflects the acquisition of Beadell Resources Ltd. and the evolution of the Company’s production profile to place a greater focus on gold production versus silver production:

In addition to the custom peer group, for additional context, the Company evaluates global mining industry data from GGA’s Global Mining compensation database.

Base Salary

Base salary is intended to remunerate the executive for discharging job responsibilities and reflects the executive’s performance over time. Individual salary adjustments take into account performance contributions in connection with their specific duties. The base salary of each executive is recommended by the CEO and approved by the Board based on an assessment by the P&CC of his or her sustained performance and consideration of competitive compensation levels for the markets in which the Company operates. In making its recommendations to the Board, the P&CC also considers the particular skills and experience of the individual. A final determination on base salary, is made by the Board, in its sole discretion, based on the recommendations of the P&CC and its knowledge of the industry and geographic markets in which the Company operates. While the CEO may make a recommendation regarding annual base salaries, the P&CC and the Board make the final determination. The base salaries of all NEO’s were increased effective March 5, 2019.

Notes:

Short-term Incentive Plan for 2019

The Company’s STIP is designed to reward management for achieving certain strategic objectives and milestones. The Board evaluates executive incentive compensation based on the Company meeting those strategic objectives and milestones. STIP payments, if awarded, recognize contributions to achieving the Company’s goals. STIP payments are reviewed and approved by the P&CC to ensure that such remuneration is appropriate, equitable and commensurate with the Company’s performance and achievement of goals and objectives. Notwithstanding any objectives and targets, the Board retains ultimate discretion for any awards under the STIP.

The STIP determines annual incentive compensation with specific objectives recommended by the P&CC and approved by the Board. Under the STIP, employees of the Company are grouped into different categories, each with a different target award opportunity and percentage allocation of corporate versus individual goals. Incentive compensation for the employees is directly tied to the achievement of corporate objectives, as well as the achievement of personal goals and objectives. The purpose of the STIP is to align individual contributions with corporate objectives, incentivize the achievement of key objectives that are most highly valued, and reward senior management for achieving objectives commensurate with the business and operational success of the Company. During the year ended December 31, 2019, the P&CC recommended and the Board approved the STIP corporate objectives and a second set of objectives for the Senior Executive Team (“SET”), composed of the CEO, the CFO, the COO, VP, Operations, and the VP, Projects & Technical Services. In the first quarter of 2020, the P&CC also reviewed and evaluated the achievement of these objectives and recommended the approval of the evaluations to the Board.

The STIP payments to the NEOs who are Executive Officers and/or part of the SET are based on a formula considering corporate objectives, SET objectives and individual objectives, weighted 60%, 20% and 20%, respectively. The STIP payment to the NEO who is not part of the SET is based on a formula considering corporate objectives and individual objectives, weighted 50% each. The individual objectives are both quantitative and qualitative in nature and support the achievement of overall corporate objectives. The corporate objectives include an overarching safety objective to underscore the importance of maintaining an organization that values safe operations.

The following table provides the mix of Corporate, SET and individual objectives used in the STIP payment determination, and the target award and ranges.

The achievement of corporate objectives may range from 0% to 200% for the SET depending on the specific goals and actual performance relative to the target. At the same time, the P&CC may also include bonus achievement rewards relative to unforeseen matters or particular accomplishments. The result of each corporate objective is multiplied by a factor ranging from 0.5x to 1.5x based on the safety record of the mining operations, to determinate an overall percentage achievement for the corporate objectives with the STIP (not to exceed the 200% range in the case of a member of the SET, and 150% for others).

The final STIP payment for each NEO (who is also part of the SET) is computed as follows:

The following table describes the corporate objectives for the purposes of the 2019 STIP, as well as the final evaluation of the achievement of each corporate objective:

Notes:

The P&CC also assesses the individual performance of each member of the SET and reviews STIP and LTIP awards of all NEOs. The STIP award levels for 2019 also included group and individual key objectives related to each SET member. Personal and group SET objectives for 2019 included, but were not limited to:

The NEOs achieved the following overall (reflecting both the level of achievement on corporate objectives, SET Objectives and Individual Objectives) STIP awards:

Notes:

Long-term Incentive Plan

The Company’s LTIP is governed by two Shareholder-approved equity-based compensation plans ‒ the 2016 Option Plan, which was approved by Shareholders on June 9, 2016, and the Existing Omnibus Plan which was approved by the Shareholders on June 8, 2017. Since the approval of the Existing Omnibus Plan, no new awards have been granted under the 2016 Option Plan, nor will there be in the future. As described above, the Existing Omnibus Plan is being proposed for continuation, as amended and restated.

The LTIP component of compensation is intended to align the interest of the executive with those of the Shareholders by tying compensation to key performance metrics and to assist in the retention of talented executives through long-term vesting schedules. The P&CC reviews the CEO’s recommendations in respect of LTIP awards and makes its own recommendations to the Board. LTIP awards are awarded according to the specific level of responsibility of the particular executive. When new grants or awards are made, previous grants and awards are also taken into consideration to ensure that the overall grants and awards are fair in relation to those of other employees and executives and within the range of awards in similar companies in the mining industry. Prior to 2019, LTIP consisted of options and RSUs, but in 2019 the Company also introduced PSUs tied to relative performance considerations over a multi-year period. The number of outstanding options, RSUs and PSUs is also considered by the P&CC when determining the number of options, RSUs and PSUs to be granted and awarded in any particular year. In the past, Great Panther split the annual LTIP award to executives and senior management into two separate awards: one at mid-year and one close to the end of year. This was done to take into account the volatility of metal prices throughout the year, which impacts Great Panther’s share price, and therefore the values used to compute these awards. This also allowed for the Board to consider the performance of the Company and individual executives and senior management at different times during the year and adjust grant levels accordingly. However, to conform with market practices, the Company has moved to make a single annual LTIP award for 2020.

The key mechanics of option, RSU and PSU awards are detailed in the table below:

LTIP is granted to NEOs using the following targets as a percentage of base salary, with one-third weighting in each of options, RSUs and PSUs being granted:

Details of the options granted to NEOs during the year ended December 31, 2019, are provided in the table below:

Notes:

Details of the RSUs awarded to NEOs during the year ended December 31, 2019, are provided in the table below:

Notes:

Details of the PSUs awarded to NEOs during the year ended December 31, 2019, are provided in the table below:

Notes:

PSUs awarded in 2019 have the following relative performance expectations and associated performance multipliers at the end of the performance period:

Baseline of Peer Group and GPR 20-day VWAP of closing share prices prior to March 5, 2019. Comparison will be 20-day VWAP immediately before vesting of PSUs.

Baseline is that of analyst estimates immediately before the closing of the acquisition of Beadell. This will be compared to the average analyst estimates at the time of vesting of the PSUs.

Increase in operating cash-flow per share (before changes in non-cash net working capital) over measure reported in 2018 audited consolidated financial statements relative to peer group.

Benefits and Perquisites

The primary purpose of providing benefits and limited perquisites to the Company’s executives is to attract and retain the talent to manage the Company. The Company intends that the type and value of benefits and perquisites offered are to be competitive with market practices. The primary benefits for the Company’s executives include participation in the Company’s broad-based plans: health and dental coverage, various company-paid insurance plans, including disability and life insurance, supplemental benefits allowance, and retirement savings plan benefits. The supplemental benefits allowance reimburses employees, up to a maximum, for public transportation to and from work, parking (with applicable limits), gym memberships or other fitness activities, education or personal development not provided or paid for by the Company, and business club memberships for executives (only reimbursable at 50% and subject to a maximum). In general, the Company will provide a specific perquisite only when the perquisite provides competitive value and promotes retention of executives, or when the perquisite provides Shareholder value. In addition, perquisites that promote the efficient performance of the Company’s executives are also considered. The limited perquisites the Company provides its executives may include a cellular telephone and commuting expenses.

Compensation Governance

The P&CC consists of Mr. Jennings (Chair), Mr. Mullin and Ms. Rees, all of whom are Independent Directors. The Board is satisfied that each member has the skills and experience to carry out the Mandate of the P&CC. The P&CC meets at least annually or more frequently, as circumstances require.

Mr. Jennings is a Practice Lead, Board Director and Executive Search with WATSON Advisors Inc., a leading consulting firm focused on corporate governance and recruiting board directors and executive talent. Previously, he was a Senior Client Partner with Korn Ferry International, a leader and innovator in executive, CEO and board recruitment, assessment and compensation. In addition to his compensation expertise, Mr. Jennings has over three decades of experience serving on boards and committees of for-profit and not-for-profit organizations. Mr. Mullin is a graduate of Colorado School of Mines (Mining Engineering) and is a retired Professional Engineer in British Columbia. He spent his 33-year career with Newmont Mining Corporation. Ms. Rees is an experienced director, having served on the boards of a number of profit and not-for-profit organizations, including as Board Chair, Treasurer, and Audit and Finance Committee Chair. Ms. Rees retired from Ernst & Young LLP in June 2016 after a 35-year career in professional accountancy. She spent eighteen years as a Partner with Ernst & Young, LLP with the last 14 years of her tenure focused on acquisitions, mergers and corporate reorganizations. She has a breadth of experience in a large variety of industries with a specific focus on mining, infrastructure, transportation, technology, real estate, retail and distribution. The experience of the P&CC members has provided each member with broad exposure to the compensation practices and policies in the mining industry, in addition to a number of other industry sectors.

The P&CC has not conducted a formal evaluation of the risks associated with the Company’s compensation policies and practices; however, the P&CC carefully considers whether the design and structure of compensation plans and related performance criteria provide appropriate incentives without creating undue risks.

Due to the size of the Company and the current level of the Company’s activity, the P&CC is able to closely monitor and consider any risks which may be associated with the Company’s compensation policies and practices. Risks, if any, may be identified and mitigated through regular meetings of the P&CC during which financial and other information of the Company are reviewed. No risks have been identified arising from the Company’s compensation policies and practices that are reasonably likely to have a material adverse effect on the Company.

Compensation Risk Management

The Company has taken steps to ensure its executive compensation plan does not incent risk outside the Company’s risk appetite. Some of the risk management initiatives currently employed by the Company are as follows:

Performance Graph

The following graph compares the cumulative total Shareholder return for $100 invested in Common Shares of the Company on January 1, 2015, with the cumulative total return of the TSX Composite Index and the TSX Global Mining Index, from January 1, 2015, to December 31, 2019. Total CEO Reported and Realizable Compensation are also provided for the period for comparison. Reported Compensation is the total of salary, share-based awards, option-based awards, non-equity plan compensation (STIP and LTIP), and all other compensation granted in the particular year as per the Summary Compensation Table. Realizable Compensation is the total of salary, short‐term incentive, other benefits paid in the noted year plus the current in-the-money value of vested and unvested stock options and share-based awards granted in the noted year to the CEO as at the Company’s closing share price on December 31, 2019.

For years 2014 to 2016, CEO compensation presented in the graph is that of the Company’s former CEO, Mr. Archer. For 2017, the CEO compensation presented includes both Mr. Archer (excluding the one-time retirement allowance and benefits package of $742,500) and Mr. Bannantine. For 2018, the CEO compensation presented is that of Mr. Bannantine. For 2019, the CEO compensation presented includes both Mr. Bannantine (excluding the severance package of $800,800) and the Company’s Interim CEO, Mr. Mason.

As discussed in the “Compensation Discussion and Analysis” section of this Information Circular, compensation for the CEO consists of different elements. These include elements that do not directly correlate to the market price of the Company’s Common Shares such as base salary and the STIP which pays an award based on the achievement of specific corporate and individual objectives and is set subject to a competitive compensation review relative to the Company’s peer group. The Company’s share price is heavily influenced by the price of precious metals which has seen significant fluctuation in recent years. Prior to the acquisition of Beadell Resources Ltd., the Company’s share price was most significantly influenced by the price of silver, which saw significant declines in 2015, 2017 and 2018, and price strengthening in 2016 and 2019. Since the acquisition of Beadell Resources Ltd. on March 5, 2019, the Company’s primary metal production is gold and therefore its share price is more closely correlated with the price of gold.

In 2015, there was no increase in the CEO’s base salary as a result of continued declines in silver and gold prices which, in turn, caused significant declines in share prices across the industry. Despite significant declines in metal prices, the Company achieved a 30% increase in production, a 38% decrease in all-in sustaining costs, and exceeded its operational goals and plans. As a result, STIP and LTIP awards granted were higher than target for that year and increased both Reported and Realizable Compensation.

In 2016, there was a significant increase in the Company’s share price; however, under-achievement of corporate objectives resulted in a decrease in STIP awards, which reduced both the Reported and Realizable Compensation. The under-achievement of corporate objectives also resulted in lower LTIP awards, and the LTIP awards in the Reported Compensation increased in value, mainly due to the timing of the awards. The 2016 stock option awards had no impact on the determination of Realizable Compensation as the closing share price as of December 31, 2019, was lower than the exercise price of the stock options granted during the year.

During 2017, the Company’s share price was negatively affected by a decline in the silver price and a rebalancing of a major exchange-traded fund. The Company introduced RSUs to the compensation mix in 2017 to aid in the attraction, motivation and retention of key employees and to align with market practice. RSUs act in tandem with stock option grants to align pay with the share price performance of the Company and are considered an additional vehicle to help align pay with performance over the long run. Accordingly, in 2017, both the Reported and Realizable Compensation increased primarily as a result of newly issued RSUs to both Mr. Archer and Mr. Bannantine. Mr. Bannantine’s RSU awards were also significant as he received a one-time new hire award. Additionally, there was a strong achievement of corporate objectives which resulted in higher STIP awards for both Mr. Archer and Mr. Bannantine, further increasing the Reported and Realizable Compensation. The significant achievement of corporate objectives also resulted in higher stock option awards, but this only impacted the Reported Compensation, as the 2017 option awards had no impact on the determination of Realizable Compensation due to the closing share price as at December 31, 2019 being lower than the exercise price of the stock options granted during the year.

In 2018, there was no increase in the CEO’s base salary, and silver prices continued to decline while the Company experienced mixed operational results, resulting in performance slightly below target (before applying the Adjustment Factor for safety). After applying the Adjustment Factor for safety, the achievement of the corporate objectives was 18.75% higher than target, which resulted in higher STIP awards for the CEO, increasing both the Reported and Realizable Compensation. The achievement of corporate objectives also resulted in higher stock option and RSU awards, but this only impacted the Reported Compensation, as the 2018 option awards had no impact on the determination of Realizable Compensation due to the closing share price as at December 31, 2019, being lower than the exercise price of the stock options granted during the year.

In 2019, the Company introduced PSUs to the compensation mix to align with market practices. Although precious metal prices recovered during the year, the Company did not meet its operational performance objectives, thus the achievement of the corporate objectives was deemed to be nil. Furthermore, as the CEO’s employment with the Company ended effective October 30, 2019, no STIP was awarded. The Company changed how it awards LTIP to align with market practice which resulted in higher stock option and RSU awards made during the year ended December 31, 2019, but this only impacted the Reported Compensation, as the 2019 option awards had no impact on the determination of Realizable Compensation due to the closing share price as at December 31, 2019, being lower than the exercise price of the stock options granted during the year.

Overall, Realizable Compensation has generally aligned with the share price performance of Great Panther over the past five years.

Summary Compensation Table

The following table sets out information concerning the compensation earned or awarded to the NEOs during the financial years ended December 31, 2019, 2018 and 2017:

Notes:

Incentive Plan Awards

Outstanding Share-based Awards and Option-based Awards

The following table sets out all option-based awards and share-based awards outstanding as at December 31, 2019, for each NEO:

Notes:

Incentive Plan Awards – Value Vested or Earned During the Year

The following table sets out the value vested or earned under incentive plans during the year ended December 31, 2019, for each NEO:

Notes:

See the “Securities Authorized under Equity Compensation Plans” section of this Information Circular for further information on the Company’s 2016 Option Plan and the Existing Omnibus Plan.

Pension Plan Benefits

The Company does not have in place a deferred compensation plan or pension plan that provides for payments or benefits at, following, or in connection with, retirement.

Retirement Plan Benefits

The executives are eligible to participate in the Company’s matching retirement benefits plan, which was implemented on January 1, 2012, and is available to all of the Company’s Canadian resident employees. A similar savings plan program is offered to the Company’s employees in Mexico. The Company pays contributions to a Deferred Profit-Sharing Plan or Registered Retirement Savings Plan (each as defined by the Income Tax Act Canada) to a maximum of 5% of the employee’s salary or such maximum as provided under the applicable tax regulations. The Company-paid contributions vest fully after two years of employment, and thereafter are fully vested on payment.

The NEOs received Company-paid contributions totaling $54,374 in 2019.

Termination and Change in Control Provisions

The Company has entered into employment agreements with each of the NEOs under which each such executive has agreed to continue to serve the Company in his current office and perform the duties of such office in accordance with the terms set out in their employment agreements. Under the terms of each of the executive employment agreements, each executive has made commitments in favour of the Company including non-competition and non-disclosure covenants and minimum notice periods in the event of the executive’s resignation.

In the event of termination of the NEOs’ employment, other than for cause, the Company will provide such executive with working notice or severance pay or a combination of notice and severance. Following are the significant terms of each of the Company’s NEOs’ employment agreements:

Employment Agreement – Jeffrey Mason

The Company entered into an interim employment agreement with Mr. Mason effective October 30, 2019 (the “Mason Agreement”) for the role of Interim President and Chief Executive Officer of the Company.

Under the Mason Agreement, the Company may terminate Mr. Mason’s employment for cause or upon the appointment of a new President and Chief Executive Officer, without notice or any payment of any kind. The Company may terminate Mr. Mason’s employment without cause, and without further obligation, by providing notice, or cash payment in lieu of notice equal to three months’ salary.

In the event of a change of control of the Company, depending on the share price of such a transaction, Mr. Mason is entitled to receive from the Company an incentive payment, up to a maximum of 18 months’ salary (the “COC”). Mr. Mason resigned from the Company effective April 20, 2020. The Mason Agreement provides that he is eligible for the COC for any change of control approved by the Board up to three months following the termination of his employment.

Employment Agreement – Jim A. Zadra

The Company entered into an employment agreement with Mr. Zadra effective July 18, 2012 (the “Zadra Agreement”), which superseded any previous employment agreements with the Company, and an amending agreement dated August 1, 2013 (collectively the “Zadra Agreements”). Mr. Zadra is engaged as the Chief Financial Officer and Corporate Secretary of the Company.

Under the Zadra Agreements, the Company may terminate Mr. Zadra’s employment for cause, without notice or any payment of any kind. The Company may terminate Mr. Zadra’s employment without cause, and without further obligation, by providing notice, or salary in lieu of notice, or a combination of both notice and 18 months’ salary and two years’ STIP payments. The STIP payment is to be calculated as the average of any STIP payments awarded in the previous two-year period, and the equivalent of two years of other compensation, if any.

In the event of a change of control of the Company, Mr. Zadra is entitled to receive from the Company a payment equal to two times his annual salary, STIP payment and other compensation, if any. The STIP payment is calculated at two times the average of any STIP payments awarded in the previous two-year period.

Employment Agreement – Neil Hepworth

The Company entered into an employment agreement with Mr. Hepworth effective January 1, 2020 (the “Hepworth Agreement”), which superseded his previous employment agreement with the Company. Mr. Hepworth is engaged as the Chief Operating Officer of the Company.

Under the Hepworth Agreement, the Company may terminate Mr. Hepworth’s employment for cause, without notice or any payment of any kind. The Company may terminate Mr. Hepworth’s employment without cause, and without further obligation, by providing a termination amount of (i) after three consecutive months of employment, three months’ wages or notice; (ii) after twelve months of employment, six months’ wages or notice, or (iii) after 24 or more months of employment, twelve months’ wages or notice (the “Hepworth Termination Amount”).

In the event of a termination associated with a change of control of the Company, Mr. Hepworth is entitled to receive from the Company a payment equal to the Hepworth Termination Amount plus an additional six months’ salary, capped at a maximum of 18 months' salary.

Employment Agreement – Brian G. Peer

The Company’s Subsidiary, Minera de Villa Seca, S.A. de C.V. in Mexico, entered into an employment agreement with Mr. Peer effective on August 20, 2017 (the “Peer Agreement”) for the position of Vice President of Operations.

Under the terms of the Peer Agreement, the Company may terminate Mr. Peer’s employment for cause, without notice or any payment of any kind. The Company may terminate Mr. Peer’s employment without cause, and without further obligation, by providing a termination amount of (i) after three consecutive months of employment, one month's wages or notice; (ii) after twelve months of employment, six months’ wages or notice, plus one month's wages or notice for each additional year of employment, up to a maximum of eighteen months' wages or notice (the “Peer Termination Amount”).

In the event of a termination associated with a change of control of the Company, Mr. Peer is entitled to receive from the Company a payment equal to the Peer Termination Amount plus an additional six months’ salary, capped at a maximum of 18 months' salary.

Employment Agreement – Christopher Richards

The Company entered into an employment agreement with Mr. Richards effective June 5, 2018, for the position of Vice President, Finance. Mr. Richards resigned from the Company effective February 28, 2020.

Employment Agreement – Mariana Fregonese

The Company entered into an employment agreement with Ms. Fregonese on September 16, 2007 (the “Fregonese Agreement”).

Under the terms of the Fregonese Agreement, the Company may terminate Ms. Fregonese’s employment for cause, without notice or any payment of any kind. The Company may terminate Ms. Fregonese’s employment without cause, and without further obligation, by providing a termination amount of twelve months' wages or notice (the “Fregonese Termination Amount”).

Incremental Payments

The Company does not have any pre-established accelerated vesting of share-based compensation that would be applicable on (i) termination without cause or (ii) termination without cause or resignation within twelve months following a change of control. Accelerated vesting would be considered on a case-by-case basis and more likely in the case of a change of control to facilitate and encourage a transaction in the best interests of Shareholders.

Following the employment agreements terms of Messrs. Mason, Zadra, Hepworth, Peer, Richards and Ms. Fregonese, if an event of termination without cause occurred on December 31, 2019, they would each be entitled to the following:

Notes:

Director Compensation

The following section pertains to the compensation arrangements the Company had with each Independent Director during the year ended December 31, 2019. Director fees were comprised of cash retainers for serving on the Board and Board Committees. Executive officers do not receive additional compensation for serving as directors, so Jeffrey Mason stopped receiving Independent Director fees upon becoming Interim President and Chief Executive Officer on October 30, 2019.

Director compensation was reviewed during 2019 by GGA in connection with the review of executive compensation using a similar peer group of companies. The Board approved a compensation structure whereby Independent Directors are to be remunerated for their services with flat-rate annual fees.

During 2019, multiple ad-hoc committees were temporarily put in place relating to the integration of Beadell Resources Ltd., as well as metal pricing. The cash retainers put in place for the chair and members of these committees were established based on the relative workload required in relation to the standing committees of the Board.

During the year ended December 31, 2019, Directors were compensated as follows: