UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C.  20549




FORM 40-F




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









For the fiscal year ended:December 31, 2013
Commission File Number: 001-35043GREAT PANTHER SILVER 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. Employer

Identification No.)800 – 333 Seymour Street

Vancouver, British Columbia, Canada V6B 5A6

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
Name Of Each Exchange On Which RegisteredCommon Shares, no par value
NYSE MKT Equities




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:  138,419,715 Common Shares as at December 31, 2013




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
o

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
o




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
o

No
o











ANNUAL INFORMATION FORM, AUDITED FINANCIAL STATEMENTS AND MD&A
  Great Panther Silver Limited (the “Company”), a Canadian public company whose common shares are listed on the Toronto Stock Exchange and the NYSE MKT Equities Exchange (the “NYSE MKT”).  It is a “foreign private issuer” as defined in Rule 3b-4 under Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is eligible to file this annual report on Form 40-F pursuant to the multi-jurisdictional disclosure system.
  The following documents of the Company are filed as exhibits to, and incorporated by reference into, this Annual Report:
 
 Document
Exhibit No.Annual Information Form of the Company for the year ended December 31, 2013 (the “AIF”)
99.1(1)Audited financial statements of the Company for the years ended December 31, 2013 and 2012, including the reports of the auditor with respect thereto
99.2(1)Management’s Discussion and Analysis of the Company for the year ended December 31, 2013 (the “MD&A”)
99.3(1)
  (1) Filed as an exhibit hereto.
  Pursuant to Rule 3a12-3 under the Exchange Act, the Company’s equity securities are exempt from sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act.
  CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
  This Annual Report includes or incorporates by reference certain statements that constitute “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995.  All statements, other than statements of historical fact, that address activities, events or developments that the Company expects or anticipates will or may occur in the future are forward-looking statements.  Forward-looking statements are often, but not always, identified by the words “anticipates”, “believes”, “expects”, “may”, “likely”, “plans” and similar words.  Forward-looking statements reflect our current expectations and assumptions, and are subject to a number of known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any anticipated future results, performance or achievements expressed or implied by the forward-looking statements.
  In particular, this Annual Report and the documents incorporated by reference herein include forward-looking statements as noted throughout this Annual Report and such documents.  These relate to estimates, forecasts, and statements as to management’s expectations with respect to the future production of silver, gold, lead and zinc; profit, operating costs and cash flow; sales volume and selling prices of products; capital expenditures, plans and expectations for the development of the Company’s mines and projects; progress in the development of mineral properties; the timing of production and the cash and total costs of production; sensitivity of earnings to changes in commodity prices and exchange rates; the impact of foreign currency exchange rates; and the future plans and expectations for the Company’s properties and operations.
  These forward-looking statements are necessarily based on a number of factors and assumptions that, while considered reasonable by the Company as of the date of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies.  These assumptionsmade by the Company in preparing the forward looking statements contained in this Annual Report and in the documents incorporated by reference herein which may prove to be incorrect, include, but are not limited to, general business and economic conditions; the supply and demand for, deliveries of, and the level and volatility of prices of, silver, gold, lead and zinc; expected Canadian dollar, Mexican peso and US dollar exchange rates; the timing of the receipt of regulatory and governmental approvals for development projects and other operations; costs of production and production and productivity levels; estimated future capital expenditures and cash flows; the continuing availability of water and power resources for operations; the accuracy of the interpretation and assumptions used in calculating reserve and resource estimates (including with respect to size, grade and recoverability); the accuracy of the information included or implied in the various independently produced and published technical reports; the geological, operational and price assumptions on which these technical reports are based; conditions in the financial markets; the ability to attract and retain skilled staff; the ability to procure equipment and operating supplies and that there are no material unanticipated variations in the cost of energy or supplies; the ability to secure contracts for the sale of the Company’s products (metals concentrates); the execution and outcome of current or future exploration activities; the ability to obtain adequate financing for planned activities and to complete further exploration programs; the Company’s ability to maintain adequate internal control over financial reporting; the ability of contractors to perform their contractual obligations; and operations not being disrupted by issues such as mechanical failures, labor disturbances, seismic events, and adverse weather conditions.











Forward-looking statements or information are statements about the future and are inherently uncertain, and actual achievements of the Company or other future events or conditions may differ materially from those reflected in the forward-looking statements or information due to a variety of risks, uncertainties and other factors, including, without limitation, changes in commodity prices; changes in foreign currency exchange rates; acts of foreign governments; political risk and social unrest; uncertainties related to title to the Company’s mineral properties and the surface rights thereon, including the Company’s ability to acquire, or economically acquire, the surface rights to certain of the Company’s exploration and development projects; unanticipated operational difficulties due to adverse weather conditions, failure of plant or mine equipment and unanticipated events related to health, safety, and environmental matters; failure of counterparties to perform their contractual obligations; and deterioration of general economic conditions.  This list is not exhaustive of the factors that may affect any of the Company’s forward-looking statements.
  Readers are advised to carefully review and consider the risk factors identified in the Company’s AIF under the heading “Risk Factors” for a discussion of the factors that could cause the Company’s actual results, performance and achievements to be materially different from any anticipated future results, performance or achievements expressed or implied by the forward-looking statements.  Readers are further cautioned that the foregoing list of assumptions and risk factors is not exhaustive and it is recommended that prospective investors consult the more complete discussion of the Company’s business, financial condition and prospects that is included in the AIF.
  The Company’s forward-looking statements and information are based on the assumptions, beliefs, expectations and opinions of management as of the date of this Annual Report. The Company will update forward-looking statements and information if and when, and to the extent, required by applicable securities laws. Accordingly, readers should not place undue reliance on forward-looking statements.  The forward-looking statements contained in this Annual Report and in the documents incorporated by reference herein are expressly qualified by this cautionary statement.
  CAUTIONARY NOTE TO UNITED STATES INVESTORS CONCERNING
 ESTIMATES OF MEASURED, INDICATED AND INFERRED RESOURCES
  The disclosure in this Annual Report, including the documents incorporated by reference herein, uses terms that comply with reporting standards in Canada and certain estimates are made in accordance with Canadian National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”). NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. Unless otherwise indicated, all resource estimates contained in or incorporated by reference in this Annual Report have been prepared in accordance with NI 43-101. These standards differ significantly from the requirements of the SEC, and resource information contained herein and incorporated by reference herein may not be comparable to similar information disclosed by U.S. companies.
  The terms “mineral reserve”, “proven mineral reserve” and “probable mineral reserve” are Canadian mining terms as defined in accordance with NI 43-101 and the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) - CIM Definition Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council, as amended. These definitions differ from the definitions in SEC Industry Guide 7 under the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”).  Under SEC Industry Guide 7 standards, mineralization may not be classified as a “reserve” unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made.  Among other things, all necessary permits would be required to be in hand or issuance imminent in order to classify mineralized material as reserves under the SEC standards. Under SEC Industry Guide 7 standards, a “final” or “bankable” feasibility study is required to report reserves, the three-year historical average price is used in any reserve or cash flow analysis to designate reserves and the primary environmental analysis or report must be filed with the appropriate governmental authority.











In addition, the terms “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource” are defined in and required to be disclosed by NI 43-101; however, these terms are not defined terms under SEC Industry Guide 7 and are normally not permitted to be used in reports and registration statements filed with the SEC. Investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves. “Inferred mineral resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category.  Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases. Investors are cautioned not to assume that all or any part of an inferred mineral resource exists or is economically or legally mineable. Disclosure of “contained ounces” in a resource is permitted disclosure under Canadian regulations; however, the SEC normally only permits issuers to report mineralization that does not constitute “reserves” by SEC Industry Guide 7 standards as in place tonnage and grade without reference to unit measures.
  For the above reasons, information contained in this Annual Report and the documents incorporated by reference herein containing descriptions of our mineral deposits may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements under the United States federal securities laws and the rules and regulations thereunder.
  NOTE TO UNITED STATES READERS REGARDING DIFFERENCES
 BETWEEN UNITED STATES AND CANADIAN REPORTING PRACTICES
  The Company is permitted to prepare this Annual Report in accordance with Canadian disclosure requirements, which are different from those of the United States. The Company has historically prepared its consolidated financial statements in accordance with Canadian generally accepted accounting principles and, effective January 1, 2011, in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board, which differ in certain respects from United States generally accepted accounting principles (“US GAAP”) and from practices prescribed by the SEC. Therefore, the Company’s financial statements incorporated by reference in this Annual Report may not be comparable to financial statements prepared in accordance with U.S. GAAP.
  CURRENCY
  Unless otherwise indicated, all dollar amounts in this Annual Report are in Canadian dollars. The exchange rate of United States dollars into Canadian dollars on December 31, 2013, based upon the noon rate published by the Bank of Canada, was U.S.$1.00=CDN$1.0636.  The exchange rate of United States dollars into Canadian dollars, on March 10, 2014, based upon the noon rate as published by the Bank of Canada, was U.S.$1.00=CDN$1.1105.
 
 DISCLOSURE CONTROLS AND PROCEDURES
  Disclosure Controls and Procedures
  Disclosure controls and procedures are defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act to mean controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.  Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that such information is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.











Management’s Evaluation of Disclosure Controls and Procedures
  At the end of the period covered by this Annual Report on Form 40-F, being the fiscal year ended December 31, 2013, an evaluation was carried out under the supervision of and with the participation of the Company’s management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operations of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation the CEO and the CFO have concluded that, as of the end of the period covered by this Annual Report, the Company’s disclosure controls and procedures were effective to give reasonable assurance that the information required to be disclosed by the Company in reports that it files or submits to the SEC under the Exchange Act is:
  ·
recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and
  ·
accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.
 INTERNAL CONTROL OVER FINANCIAL REPORTING
  Internal Control over Financial Reporting
  Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act as a process designed by, or under the supervision of, the issuer’s principal executive and principal financial officers and effected by the issuer’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:
 ·
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
  ·
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and
  ·
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that may have a material effect on the financial statements.
 
 The Company’s internal control system is designed to provide reasonable assurance to management and the board of directors regarding the preparation and fair presentation of published financial statements.  All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.  Also, projections of any evaluation of effectiveness of internal control over financial reporting to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
  Management’s Assessment of Internal Control over Financial Reporting
  The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting.  Management conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting based on the framework in Internal Control – Integrated Framework issued by The Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on this evaluation, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2013.
  The Board of Directors is responsible for ensuring that management fulfills its responsibilities.  The Audit Committee fulfills its role of ensuring the integrity of the reported information through its review of the interim and annual financial statements.  Management reviewed the results of their assessment with the Company’s Audit Committee.









Attestation Report
  KPMG LLP has audited the Company’s internal control over financial reporting and has issued an attestation report on the Company’s internal control over financial reporting which is included with the Company’s audited financial statements which are attached as Exhibit 99.2 to this annual report on Form 40-F.
  No Changes in Internal Control over Financial Reporting
  During the year ended December 31, 2013, there were no changes in the Company’s internal control over financial reporting during the period covered by the report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
  NOTICES PURSUANT TO REGULATION BTR
  The Company did not send any notices required by Rule 104 of Regulation BTR during the year ended December 31, 2013 concerning any equity security subject to a blackout period under Rule 101 of Regulation BTR.
  CORPORATE GOVERNANCE
  The Company is subject to 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 MKT, and the rules and regulations promulgated by the SEC under the Exchange Act (including those applicable rules and regulations mandated by the Sarbanes-Oxley Act of 2002).
  Section 110 of the NYSE MKT Company Guide permits NYSE MKT to consider the laws, customs and practices of foreign issuers in relaxing certain NYSE MKT listing criteria, and to grant exemptions from NYSE MKT 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 MKT 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 MKT Company Guide requires that the Company obtain the approval of its shareholders for share issuances equal to 20 percent 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 are no such requirements under British Columbia corporate law.  However, under the rules of the Toronto Stock Exchange (the “TSX”), the Company’s home stock exchange, shareholder approval is required for certain issuances of shares that (i) materially affect control of the Company, or (ii) provide consideration to insiders in aggregate of 10% or greater of the market capitalization of the Company in transactions that have not been negotiated at arm’s length.  Shareholder approval is also required under TSX rules for private placements in circumstances where (i) the aggregate number of listed securities issuable is greater than 25% of the number of securities of the listed issuer which are outstanding, on a non-diluted basis, prior to the date of closing of the transaction if the price per security is less than the market price, and (ii) there are issuances during any six month period to insiders for listed securities or options, rights or other entitlements to listed securities greater than 10% of the number of securities of the listed issuer which are outstanding, on a non-diluted basis, prior to the date of the closing of the first private placement to an insider during the six month period.  The Company intends to seek a waiver from NYSE MKT’s section 713 requirements should a dilutive private placement financing trigger the NYSE MKT shareholders’ approval requirement in circumstances where the same financing does not trigger such a requirement under British Columbia law or under TSX 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 MKT.  In particular, in addition to having a separate Audit Committee, the Company’s Board of Directors has established a separately-designated Compensation Committee that materially meets the requirements for a compensation committee under section 805 of the NYSE MKT Company Guide, as currently in force.
  Copies of the Company’s corporate governance materials are available on the Company’s website at www.greatpanther.com (under the Corporate/Governance tabs).  In addition, the Company is required by National Instrument 58-101 of the Canadian Securities Administrators, Disclosure of Corporate Governance Practices, to describe its practices and policies with regard to corporate governance in management information circulars that are furnished to the Company’s shareholders in connection with annual meetings of shareholders.
  AUDIT COMMITTEE
  Composition of the Audit Committee
  The Company's Board of Directors has a separately designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Exchange Act and Section 803(B)(2) of the NYSE MKT Company Guide. The Company's Audit Committee is comprised of three directors that the Board of Directors have determined are independent as determined under each of Rule 10A-3 under the Exchange Act and Section 803(A) of the NYSE MKT Company Guide:
 ·
R. W. (Bob) Garnett (Chair),
  ·
John Jennings, and
  ·
Geoffrey (Geoff) Chater.
 All three members of the Audit Committee are financially literate, meaning they are able to read and understand the Company's financial statements and to understand the breadth and level of complexity of the issues that can reasonably be expected to be raised by the Company's financial statements. The Audit Committee meets the composition requirements set forth by Section 803(B)(2) of NYSE MKT Company Guide.
  Audit Committee Charter
  The full text of the Charter of the Audit Committee is attached as Schedule A to the Company's AIF, which is filed as Exhibit 99.1 to this Annual Report. The Charter of the Audit Committee is also available on the Company’s website at www.greatpanther.com (under the Corporate/Governance tabs).
  Audit Committee Financial Expert
 
 The Company’s Board of Directors has determined that Mr. R.W. (Bob) Garnett, CPA, CA, ICD.D, is an audit committee financial expert (as that term is defined in General Instruction B(8) of Form 40-F).
 CODE OF BUSINESS CONDUCT AND ETHICS
  Adoption of Code of Ethics
  The Company has adopted a Code of Business Conduct and Ethics (the “Code of Ethics”) for all its directors, executive officers and employees.  The Code of Ethics materially complies with Section 807 of the NYSE MKT Company Guide.  The Code of Ethics meets the requirements for a “code of ethics” within the meaning of that term in Form 40-F. The text of the Code of Ethics is posted on the Company's website at www.greatpanther.com (under the Corporate/Governance tabs).


Amendments or Waivers
  During the fiscal year ended December 31, 2013, the Company did not substantively amend, waive or implicitly waive any provision of the Code of Ethics with respect to any of the directors, executive officers or employees subject to it.
  To the extent that the Company's board or a board committee determines to grant any waiver of the Code of Ethics for an executive officer or director, the commentary to Section 807 of the NYSE MKT Company Guide requires that the waiver must be disclosed to shareholders within four business days of such determination.
  All amendments to the Code of Ethics, and all waivers of the Code of Ethics with respect to the Company’s principal executive officer, principal financial officer or other persons performing similar functions, will be posted on the Company’s website, submitted to the SEC on Form 6-K and provided in print to any shareholder that provides the Company with a written request addressed to the Company’s Corporate Secretary.
  PRINCIPAL ACCOUNTANT FEES AND SERVICES
  Principal Accountant Fees
  The following table shows the aggregate fees billed to the Company during the years ended December 31, 2013 and 2012 by KPMG LLP as the Company’s independent registered public accounting firm:
  Year Ended December 312013


2012Audit Fees (1)

$
396,039


$
548,400Audit-Related Fees

$
-


$
-Tax Fees (2)

$
10,000


$
10,000All Other Fees

$
-


$
-
 
 (1)
“Audit Fees” includes fees billed by the Company’s auditor related to the audits of the Company’s consolidated financial statements and internal control over financial reporting, and the reviews of the Company’s condensed interim consolidated financial statements.(2)
“Tax Fees” includes fees for the preparation of the Company’s corporation income tax return and related tax filings.
  Pre-Approval of Audit and Non-Audit Services Provided by Independent Auditors
  The Audit Committee pre-approves all audit services to be provided to the Company by its independent auditors. Non-audit services that are prohibited to be provided to the Company by its independent auditors may not be pre-approved. In addition, prior to the granting of any pre-approval, the Audit Committee must be satisfied that the performance of the services in question will not compromise the independence of the independent auditors.  All non-audit services performed by the Company’s auditor for the fiscal year ended December 31, 2013 were pre-approved by the Audit Committee of the Company. No non-audit services were approved pursuant to the de minimis exemption to the pre-approval requirement.
  OFF-BALANCE SHEET ARRANGEMENTS
  The Company has not entered into any “off-balance sheet arrangements”, as defined in General Instruction B(11) to Form 40-F, that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues, expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
   
  CONTRACTUAL OBLIGATIONS
  The following table presents information with respect to the Company’s known contractual obligations as at December 31, 2013:
  Total
Less than

one year
1 - 3

years
3 - 5

years
More than

5 years($000s)
($000s)
($000s)
($000s)
($000s)Operating Lease Obligations
915
492
397
26
-Purchase Obligations (1)
12,473
3,763
4,194
4,516
-Total
13,388
4,255
4,591
4,542
-
  Note:
  1.
Purchase obligations include commitments for equipment purchases, drilling, and implementation of an environmental program.
  MINE SAFETY DISCLOSURE
  Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank Act”), issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities under the regulation of the Federal Mine Safety and Health Act of 1977.
  The Company did not have any mines in the United States during the fiscal year ended December 31, 2013.
  UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
  Undertaking
  The Company undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to:
 ·
the securities registered pursuant to Form 40-F;
  ·
the securities in relation to which the obligation to file an annual report on Form 40-F arises; or
  ·
transactions in said securities.
 
 Consent to Service of Process
  Concurrently with the filing of its initial Annual Report on Form 40-F with the SEC on March 14, 2013, the Complany filed an Appointment of Agent for Service of Process and Undertaking on Form F-X signed by the Company and its agent for service of process with respect to the class of securities in relation to which the obligation to file this annual report arises.
  Any change to the name or address of the Company’s agent for service shall be communicated promptly to the Commission by amendment to Form F-X referencing the file number of the Company.
 
 
 
 
 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 and has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.
   Date:  March 10, 2014
GREAT PANTHER SILVER LIMITED







By:/s/ Robert A. Archer

Robert A. Archer

Chief Executive Officer and President
    
  EXHIBIT INDEX
  
 Exhibit Number
Exhibit DescriptionPrincipal Documents99.1
Annual Information Form of the Company for the year ended December 31, 201399.2
Audited financial statements of the Company and the notes thereto for the fiscal years ended December 31, 2013 and 2012 together with the reports of the auditors thereon99.3
Management’s Discussion and Analysis of the Company for the year ended December 31, 2013Certifications99.4
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act99.5
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act99.6
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 200299.7
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 2002Consents99.8
Consent of KPMG LLP, Independent Registered Public Accounting Firm, dated March 10, 201499.9
Consent of David W. Rennie, P. Eng., dated March 7, 201499.10
Consent of Tudorel Ciuculescu, M.Sc., P.Geo., dated March 7, 201499.11
Consent of Robert F. Brown, P.Eng., dated March 7, 201499.12
Consent of Michael F. Waldegger, P.Geo., dated March 7, 201499.13
Consent of Linda Sprigg, RPGeo AIG, dated March 7, 2014