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GREAT PANTHER RESOURCES LIMITED(the "Company")

CODE OF ETHICS AND BUSINESS CONDUCT



I.Application and Purpose

This Code of Ethics and Business Conduct (this "Code") applies
to all senior officers of the Company (including, but not limited to, the Chief
Executive Officer, President, Chief Financial Officer, Chief Operating Officer
and Controller of the Company) and persons performing similar functions
(collectively, the "Senior Officers" and each a "Senior Officer") along with all
directors, other officers and employees of the Company and independent
contractors and consultants providing services to the Company (the Senior
Officers, directors, other officers and employees of the Company and independent
contractors and consultants providing services to the Company are hereinafter
collectively referred to as the "Employees"). This Code covers a wide range of
business practices and procedures and is not intended to be exhaustive, but is
instead intended to guide all Employees as to the standards of honest and
ethical conduct expected of them.

Any Employee who has any inquiries about this Code or its
application should consult with the Chief Executive Officer, the Companys board
of directors (the "Board") or the Companys audit committee (the "Audit
Committee").

The Company has adopted this Code for the purpose of promoting:

| | 1. | honest and ethical conduct, including, but not limited
      to, the ethical handling of actual or apparent conflicts of interest
      between personal and professional relationships;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | 2. | full, fair, accurate, timely and understandable
      disclosure in all reports and documents that the Company files with, or
      submits to any securities commissions (including, but not limited to, the
      Securities and Exchange Commission and the British Columbia Securities
      Commission), any exchanges upon which the Company's securities are traded
      (including, but not limited to, the Toronto Stock Exchange and the
      American Stock Exchange), government bodies, self-regulating industry
      associations or other regulatory agencies (collectively, the "Regulators")
      and in other public communications made by the Company;
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | 3. | compliance with all applicable laws, rules and
      regulations of Regulators;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | 4. | the prompt internal reporting of violations of this Code;
      and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | 5. | accountability for adherence to this
  Code.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

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II.Honest
and Ethical Conduct

Every Employee owes a duty to the Company to act with
integrity. Integrity requires, among other things, being honest and candid.
Employees must adhere to a high standard of business ethics and are expected to
make decisions and take actions based on the best interests of the Company, as a
whole, and not based on personal relationships or benefits. Generally, a
"conflict of interest" occurs when an Employees personal interests are, or
appear to be, inconsistent with, interfere with or are opposed to the best
interests of the Company or give the appearance of impropriety.

Business decisions and actions must be made in the best
interests of the Company and should not be influenced by personal considerations
or relationships. Relationships with the Companys stakeholders (for example,
suppliers, competitors and customers) should not in any way affect an Employees
responsibility and accountability to the Company. Conflicts of interest can
arise when an Employee or a member of his or her family receives improper gifts,
entertainment or benefits as a result of the Employee's position in the Company.

Specifically, each Employee must:

| | 1. | act with integrity, which includes, but is not limited
      to, being honest and candid, while maintaining the confidentiality of
      information in a manner consistent with the Companys policies;                                             
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                      
| | 2. | avoid violations of this Code, including, but not limited
      to, actual or apparent conflicts of interest with the Company in personal
      and professional relationships;                                                                      
| |    |                                                                                                                                                                                                                                                      
| | 3. | disclose to the Board or the Audit Committee any material
      transaction or relationship that could reasonably be expected to give rise
      to a breach of this Code, including actual or apparent conflicts of
      interest with the Company;
| |    |                                                                                                                                                                                                                                                      
| | 4. | obtain approval from the Board or Audit Committee before
      making any decisions or taking any actions that could reasonably be
      expected to involve a conflict of interest or give the appearance of a
      conflict of interest;          
| |    |                                                                                                                                                                                                                                                      
| | 5. | observe both the form and spirit of all laws, regulations
      and rules of any Regulators that are applicable to the Company and the
      accounting standards and policies of the Company;                                                       
| |    |                                                                                                                                                                                                                                                      
| | 6. | maintain a high standard of accuracy and completeness in
      the Companys financial records;                                                                                                                                                      
| |    |                                                                                                                                                                                                                                                      
| | 7. | ensure full, fair, timely, accurate and understandable
      disclosure in the Company's periodic reports required by any
    Regulator;                                                                                                             
| |    |                                                                                                                                                                                                                                                      
| | 8. | report any violations of this Code to the Board or Audit
      Committee;                                                                                                                                                                            
| |    |                                                                                                                                                                                                                                                      
| | 9. | proactively promote ethical behaviour among peers in his
      or her work environment; and                                                                                                                                                          

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| | 10. | maintain the skills appropriate and necessary for the
      performance of his or her duties.
| | --- | ---------------------------------------------------------------------------------------------

III.Disclosure
of Corporation Information

As a result of the Companys status as a public company, it is
required to file periodic and other reports with Regulators, including various
securities commissions and stock exchanges. The Company is committed to ensuring
that these reports provide the marketplace with full, fair, accurate, timely and
understandable disclosure regarding the financial and business condition of the
Company, and, as such, all disclosures contained in any reports and documents
filed with, or submitted to, any Regulators on behalf of the Company or
contained in other public communications made by the Company must be complete
and correct in all material respects and understandable by the intended
recipient.

Each Senior Officer, in respect of his or her area of
responsibility, must be committed to providing timely, consistent and accurate
information, in compliance with all legal and regulatory requirements, which
disclosure must be maintained consistently and must be communicated in such a
manner as to ensure that all parties in the marketplace have equal or similar
access to this information.

All of the Companys books, records, accounts and financial
statements must be maintained in sufficient detail so as to accurately and
completely reflect the nature of the Company's business, financial condition and
transactions, and must conform to both applicable legal requirements and to the
Companys system of internal controls. Unrecorded or "off-the-book" funds,
assets or liabilities should not be maintained unless authorized by the Audit
Committee and permitted by applicable laws or regulations. Senior Officers
involved in the preparation of the Companys financial statements must prepare
those statements in accordance with generally accepted accounting principles,
consistently applied, and any other applicable accounting standards and rules so
that the financial statements materially, fairly and completely reflect the
business transactions and financial statements and related condition of the
Company.

Without limiting the generality of the foregoing, each Senior
Officer must:

| | 1. | familiarize himself or herself with the disclosure
      requirements applicable to the Company;                                                                                                 
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                  
| | 2. | not knowingly misrepresent, or cause others to
      misrepresent, facts about the Company to other persons, including, but not
      limited to, Regulators and the Companys external auditors;
| |    |                                                                                                                                                                                                  
| | 3. | to the extent that he or she participates in the creation
      of the books and records of the Company, promote the accuracy, fairness
      and timeliness of those records; and               
| |    |                                                                                                                                                                                                  
| | 4. | in relation to his or her area of responsibility,
      properly review and critically analyse proposed disclosure for accuracy
      and completeness.                                          

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IV.Confidential
Information

Employees must maintain the confidentiality of all confidential
information of the Company and of its customers, suppliers, joint venture
partners and other parties with whom the Company is considering a business or
other transaction, except when disclosure of such is authorized by the Chief
Executive Officer, President or Executive Chairman or required or mandated by
laws or regulations. Confidential information includes, but is not limited to,
all information that has not been generally disclosed to the public. It also
includes information that has not been generally disclosed to the public that
suppliers, customers and other parties have disclosed to the Company in
confidence. An Employee's obligation to preserve the confidentiality of
confidential information continues for an indefinite period of time after that
Employee's office and/or employment with the Company is ended or terminated, for
any reason whatsoever.

Records containing personal data about employees or private
information about customers and their employees are deemed to be confidential
information. They are to be carefully safeguarded and kept current, relevant and
accurate and they should be disclosed only to authorized personnel, as
designated from time to time, or as required by law.

All inquiries regarding the Company from non-employees, such as
financial analysts, journalists and Regulators, should be directed to the Chief
Executive Officer, President or Executive Chairman or the Audit Committee. The
Companys policy is to cooperate with every reasonable request for information
from Regulators. At the same time, the Company is entitled to all the safeguards
provided by law for the benefit of persons under investigation or accused of
wrongdoing, including, but not limited to, legal representation. If a
representative of any Regulator seeks an interview or requests access to data or
documents of the Company or its employees, suppliers and customers for the
purposes of an investigation, the Employee should refer the representative to
the Chief Executive Officer, President or Executive Chairmanor the Audit
Committee. Employees should preserve all materials, including, but not limited
to, documents, communications and correspondence, that might relate to any
pending or reasonably possible investigation.

V.Compliance
  with Laws

The Employees must obey all applicable foreign, federal, state
and local laws and the rules and regulations of any Regulator applicable to the
business and operations of the Company including The Corruption of Foreign
Public Officials Act of Canada and the Foreign Corruption Practices Act of the
United States.

Employees who have access to, or knowledge of, material
non-public information concerning the Company are prohibited from buying,
selling or otherwise trading in the Companys stock or other securities.
"Material non-public information" includes any information concerning the
Company or its suppliers and customers, whether positive or negative, that has
not yet been generally disclosed to the public and that might be of material
significance to an investor in deciding whether to buy or sell stock or other
securities of the Company or its suppliers and customers.

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Employees also are prohibited from, either directly or
indirectly, disclosing material non-public information concerning the Company or
its suppliers and customers, to any other person, including family members,
other relatives and friends, which may be used by any person in the buying and
selling of stock or other securities of the Company or its suppliers and
customers.

VI.Facilitation
Payments

Except in the exceptional circumstances listed below, no
unlawful or otherwise improper payment or gift is to be made or offered with a
view to assisting the Company or its subsidiaries to obtain or retain business,
to affect the enactment or enforcement of any laws, or otherwise to obtain
favours.

In some countries, public officials may expect facilitating
payments for performing routine functions. Such payments are illegal and
Company personnel may not make them. The only exceptions are facilitating
payments made to expedite or secure performance by a foreign public official of
any act of a routine nature that is part of that persons duties or functions,
provided that such payment may not be made to influence a decision to award new
business or to continue doing business with a particular party. Examples of
facilitating payments that may be made in exceptional circumstances are
payments for:

|a) | passage at a police road block where payment is required
      to continue a journey;                                                                                                                                                                        
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|b) | issuance of a permit, license or other document to
      qualify a person to do work;                                                                                                                                                                        
|c) | processing of official documents;                                                                                                                                                                                                                            
|d) | provision of services normally offered to the public;
      and                                                                                                                                                                                              
|e) | provision of services normally provided to the public
      such as police protection, loading/unloading of cargo, protection of
      commodities from deterioration or scheduling of inspections related to
      contract performance or transit of goods.

If the Company personnel are required to make any facilitating
payment to a public official, the payment and the circumstances must be
documented in a written report, which must be delivered to the President of
Great Panther or its legal counsel.

VII.Management
Can Not Override Controls

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

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VIII.Improper
Influence over Audit Process by External Auditor

The Company personnel must never improperly influence or
attempt to improperly influence any person acting as an external auditor of
Great Panther.

IX.Prohibited
Loans to Executives

The Company will not extend any loans or maintain credit, to
arrange for the extension of credit, or to renew an extension of credit,
directly or indirectly, including through any subsidiary, in the form of a
personal loan to or for any director or executive officer (or equivalent
thereof) of Great Panther in accordance with Section 403 of the Sarbanes-Oxley
Act. With the exception that an extension of credit maintained by the Company on
the date of enactment of the Act, provided that there is no material
modification to any term of any such extension of credit or any renewal of any
such extension of credit on or after that date of enactment.

X.Reporting
  Actual and Potential Violations of this Code and Accountability for Compliance
  with this Code

The Board and the Audit Committee are responsible for applying
this Code to particular circumstances and each has the authority, in
consultation with the other, as applicable, to interpret this Code in respect of
any particular circumstance.

Each Employee must:

| | 1. | notify the Company of any existing or potential violation
        of this Code, and the failure to do so is, itself, a breach of this Code;
        and                                 
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                         
| | 2. | not retaliate, directly or indirectly, or encourage
        others to do so, against any Employee for reports, made in good faith,
        of any misconduct or violations of this Code.

The Board and the Audit Committee will take all such actions as
either may consider appropriate in the circumstances to fully investigate any
breach of the Code. All Employees are required to fully cooperate with any such
investigations and to provide truthful and accurate information. If the Board or
the Audit Committee determines that a breach has occurred, it must take or
authorize any disciplinary or preventative action it deems appropriate after
consultation with the Companys counsel, if appropriate, up to and including
termination of employment and the pursuit of legal action against the offending
Employee(s) involved. In some circumstances, the Board or the Audit Committee
may have a legal or ethical obligation to bring violations of this Code to the
attention of appropriate Regulators.

Compliance with this Code may be monitored by audits performed
by the Board, Audit Committee, the Companys legal counsel and/or by the
Companys external auditors. All Employees are required to cooperate fully with
any such audits and to provide truthful and accurate information.

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Any waiver of this Code for any Employee may be made only by
the Board or the Audit Committee and must be promptly disclosed to stockholders
and others, as required by any applicable laws and regulations. The Company must
disclose changes to this Code in accordance with all applicable laws and
regulations.



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