UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549



FORM
40-F/A

(Amendment
No. 2)



| ̈ | REGISTRATION STATEMENT
    PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934   
|- | -------------------------------------------------------------------------------------------
|  | OR                                                                                         
|x | ANNUAL REPORT PURSUANT TO SECTION 13(a) OR
    15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



| | For the fiscal year ended:
    December 31, 2019 | Commission File Number: 001-35043 | 
| | ------------------------------------------------ | --------------------------------- | 



GREAT
PANTHER MINING LIMITED

(Exact
name of Registrant as specified in its charter)



|British
    Columbia, Canada                                              |  | 1040                                                      |  | 98-1020854                         
|------------------------------------------------------------------------- |  | --------------------------------------------------------- |  | -----------------------------------
|(Province or Other
    Jurisdiction of
    Incorporation or Organization) |  | (Primary Standard
    Industrial
    Classification Code) |  | (I.R.S. EmployerIdentification No.)



1330
 – 200 Granville Street
Vancouver, British Columbia, Canada V6C 1S4
Tel: 604-608-1766



(Address
and telephone number of Registrant’s principal executive offices)



National
Registered Agents, Inc.
875 Avenue of the Americas, Suite 501
New York, New York 10001

Tel:
1-800-550-6724



(Name,
address (including zip code) and telephone number (including
area code) of agent for service in the United States)



Securities
registered or to be registered pursuant to section 12(b) of the Act:



|Title
    Of Each Class         | Trading
    Symbol(s) | Name
    Of Each Exchange On Which Registered
|------------------------------- | --------------------- | ---------------------------------------------
|                                |                       |                                              
|Common Shares,
    no par value | GPL                   | NYSE American Equities
    Exchange          



Securities
registered or to be registered pursuant to Section 12(g) of the Act: None



Securities
for which there is a reporting obligation pursuant to Section 15(d) of the Act: None



For
annual reports, indicate by check mark the information filed with this Form:

|x Annual
    Information Form | x Audited
    Annual Financial Statements
|----------------------------- | -----------------------------------------



Indicate
the number of outstanding shares of each of the Company’s classes of capital or common stock as of the close of the period
covered by the annual report: 311,940,950 Common Shares as at December 31, 2019



Indicate
by check mark whether the Company by filing the information contained in this Form is also thereby furnishing the information
to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934 (the “Exchange Act”).
If “yes” is marked, indicate the file number assigned to the Company in connection with such Rule.

Yes    ̈        No  x



Indicate
by check mark whether the Company (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during
the preceding 12 months (or for such shorter period that the Company was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.

Yes  x         No   ̈



Indicate
by check mark whether the Company has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the Company was required to submit and post such files).

Yes   ̈         No   ̈         Not applicable  x



Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

Emerging
growth company x



If
an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards†
provided pursuant to Section 13(a) of the Exchange Act.  ̈


















EXPLANATORY
NOTE



Great
Panther Mining Limited is filing this Amendment No. 2 to its Annual Report on Form 40-F for the year ended December 31, 2019 in
order to include the consents of (i) Ronald Turner, and (ii) Donald Saint Don, each of which is included as an exhibit to this
Amendment No. 2 to Form 40-F. This Amendment No. 2 amends the Company’s original Annual Report on Form 40-F filed with the
Securities and Exchange Commission (the “SEC”) on March 31, 2020, as amended by the Amendment No. 1 to Form
40-F filed with the SEC on April 2, 2020.



This
Amendment No. 2 consists of a cover page, this explanatory note, the signature page, the exhibit index, the Officer Certifications
filed as Exhibits 99.4 and 99.5, and the certifications of the Certifying Officers required by Exchange Act Rule 13a-14(b) (Exhibits
99.6 and 99.7).



Other
than expressly set forth herein, this Amendment No. 2 does not, and does not purport to, amend or restate any other information
contained in the Original Annual Report nor does this Amendment No. 2 reflect any events that have occurred after the Original
Annual Report was filed.













SIGNATURES



Pursuant
to the requirements of the Exchange Act, the Company certifies that it meets all of the requirements for filing on Form 40-F/A and
has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.



|                         | GREAT
    PANTHER MINING LIMITED
|------------------------ | --------------------------------
|Date:
    April 23, 2020 |                                 
|                         | By:                             
|                         |                                 
|                         |                                 











EXHIBIT
INDEX



|Exhibit
    No.         | Exhibit
    Description                                                                                                                                                                                                                                                                                                     
|----------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                        |                                                                                                                                                                                                                                                                                                                             
|Principal
    Documents
|                       
|99.1(1)                 | Annual
    Information Form of the Company for the year ended December 31, 2019                                                                                                                                                                                                                                             
|                        |                                                                                                                                                                                                                                                                                                                             
|99.2(2)                 | Audited
    consolidated financial statements of the Company and the notes thereto for the fiscal years ended December 31, 2019 and 2018
    together with the reports of the auditors thereon                                                                                                                              
|                        |                                                                                                                                                                                                                                                                                                                             
|99.3(1)                 | Management’s
    Discussion and Analysis of the Company for the year ended December 31, 2019                                                                                                                                                                                                                                
|                        |                                                                                                                                                                                                                                                                                                                             
|Certifications         
|                       
|99.4(3)                 | Certification
    of Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act                                                                                                                                                                                                                                 
|                        |                                                                                                                                                                                                                                                                                                                             
|99.5(3)                 | Certification
    of Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act                                                                                                                                                                                                                                 
|                        |                                                                                                                                                                                                                                                                                                                             
|99.6(3)                 | Certification
    of Chief Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted
    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                            
|                        |                                                                                                                                                                                                                                                                                                                             
|99.7(3)                 | Certification
    of Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted
    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                            
|                        |                                                                                                                                                                                                                                                                                                                             
|Consents               
|                       
|99.8(2)                 | Consent
    of KPMG LLP, Independent Registered Public Accounting Firm                                                                                                                                                                                                                                                      
|                        |                                                                                                                                                                                                                                                                                                                             
|99.9(1)                 | Consent
    of Robert F. Brown, co-author of the February 28, 2019 NI 43-101 Report on the Topia Mine Mineral Resource Estimation as of
    July 31, 2018, and the NI 43-101 Mineral Resource Update Technical Report on the Guanajuato Mine Complex, San Ignacio Mine,
    Guanajuato State, Mexico”, dated March 17, 2020.
|                        |                                                                                                                                                                                                                                                                                                                             
|99.10(2)                | Consent
    of Jeffrey L. Woods, co-author of the technical report entitled “NI 43-101 Technical Report Summarizing the Preliminary
    Economic Assessment of the Coricancha Mine Complex” dated July 13, 2018.                                                                                                            
|                        |                                                                                                                                                                                                                                                                                                                             
|99.11(2)                | Consent
    of Reno Pressacco, co-author of the “Technical Report on the 2019 Mineral Reserves and Mineral Resources of the Tucano
    Gold Mine, Amapá State, Brazil” dated March 25, 2020.                                                                                                                                
|                        |                                                                                                                                                                                                                                                                                                                             
|99.12(2)                | Consent
    of Jason J. Cox, co-author of the “Technical Report on the 2019 Mineral Reserves and Mineral Resources of the Tucano
    Gold Mine, Amapá State, Brazil” dated March 25, 2020.                                                                                                                                  
|                        |                                                                                                                                                                                                                                                                                                                             
|99.13(2)                | Consent
    of Goran Andric, co-author of the “Technical Report on the 2019 Mineral Reserves and Mineral Resources of the Tucano
    Gold Mine, Amapá State, Brazil” dated March 25, 2020.                                                                                                                                  
|                        |                                                                                                                                                                                                                                                                                                                             
|99.14(1)                | Consent
    of Fernando A. Cornejo, co-author of the “Technical Report on the 2019 Mineral Reserves and Mineral Resources of the
    Tucano Gold Mine, Amapá State, Brazil” dated March 25, 2020.                                                                                                                           
|                        |                                                                                                                                                                                                                                                                                                                             
|99.15(1)                | Consent
    of Neil Hepworth, co-author of the “Technical Report on the 2019 Mineral Reserves and Mineral Resources of the Tucano
    Gold Mine, Amapá State, Brazil” dated March 25, 2020.                                                                                                                                 
|                        |                                                                                                                                                                                                                                                                                                                             













|99.16(1) | Consent
    of Marcelo Antonio Batelochi, co-author of the “Technical Report on the 2019 Mineral Reserves and Mineral Resources
    of the Tucano Gold Mine, Amapá State, Brazil” dated March 25, 2020.         
|-------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|         |                                                                                                                                                                                                                 
|99.17(1) | Consent
    of Mohammad Nourpour, co-author of the NI 43-101 Mineral Resource Update Technical Report on the Guanajuato Mine Complex,
    San Ignacio Mine, Guanajuato State, Mexico”, dated March 17, 2020.    
|         |                                                                                                                                                                                                                 
|99.18(3) | Consent
    of Ronald Turner, co-author of the technical report entitled “NI 43-101 Technical Report Summarizing the Preliminary
    Economic Assessment of the Coricancha Mine Complex” dated July 13, 2018.   
|         |                                                                                                                                                                                                                 
|99.19(3) | Consent
    of Daniel Saint Don, co-author of the technical report entitled “NI 43-101 Technical Report Summarizing the Preliminary
    Economic Assessment of the Coricancha Mine Complex” dated July 13, 2018.



| | (1) | Filed
                                         as an exhibit to the original Annual Report on Form 40-F filed on March 30, 2020
| | --- | -------------------------------------------------------------------------------------------------------------------------------

| | (2) | Filed
                                         as an exhibit to the Amendment No. 1 to Annual Report on Form 40-F filed on April 21,
                                         2020
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | Filed
                                         as an exhibit to this Amendment No. 2 to Annual Report on Form 40-F
| | --- | ------------------------------------------------------------------------------------------------------------------