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CERTIFICATION PURSUANT TOSECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002

I, Kaare G. Foy, Chairman and Chief Financial Officer of Great
Panther Resources Limited, certify that:

|1. | I have reviewed this annual report on Form 20-F of Great
      Panther Resources Limited;                                                                                                                                                                                                                                         
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|2. | Based on my knowledge, this report does not contain any
      untrue statement of a material fact or omit to state a material fact
      necessary to make the statements made, in light of the circumstances under
      which such statements were made, not misleading with respect to the period
      covered by this report;
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|3. | Based on my knowledge, the financial statements, and
      other financial information included in this report, fairly present in all
      material respects the financial condition, results of operations and cash
      flows of the company as of, and for, the periods presented in this
      report;                      
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|4. | The company's other certifying officer(s) and I are
      responsible for establishing and maintaining disclosure controls and
      procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for
      the company and have:                                                                                        
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|   | (a)                                                                                                                                                                                                                                                                                                                               
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|   | (b)                                                                                                                                                                                                                                                                                                                               
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|   | (c)                                                                                                                                                                                                                                                                                                                               
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|5. | The company's other certifying officer(s) and I have
      disclosed, based on our most recent evaluation of internal control over
      financial reporting, to the company's auditors and the audit committee of
      the company's board of directors (or persons performing the equivalent
      functions):                 
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|   | (a)                                                                                                                                                                                                                                                                                                                               
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|   | (b)                                                                                                                                                                                                                                                                                                                               

Date: May 9, 2007.

/s/ Kaare G. FoyKaare G. FoyChairman and Chief
Financial Officer(Principal Financial Officer)

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