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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C.
20549

FORM 40-F

[ ] 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, 2012 | Commission File Number: 001-35043
|-------------------------------------------- | ---------------------------------

GREAT PANTHER SILVER
LIMITED(Exact name of Registrant as specified in its
charter)

|British Columbia, Canada           | 1040                         | 98-1020854         
|---------------------------------- | ---------------------------- | -------------------
|                                   |                              |                    
|(Province or Other Jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer   
|Incorporation or Organization)     | Classification Code)         | 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
      Registered
|--------------------------- | -----------------------------------------------
|Common 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: 137,860,052 Common Shares as at December 31, 2012

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[
]

---

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, 2012 (the AIF)
    99.1 (1)Audited financial statements of the Company for the years
      ended December 31, 2012 and 2011, 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, 2012 (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.

EMERGING GROWTH COMPANY STATUS

The Company is an emerging growth company as defined in
section 3(a) of the Exchange Act (as amended by the United States Jumpstart Our
Business Startups Act (the JOBS Act), enacted on April 5, 2012), and
the Company will continue to qualify as an emerging growth company until the
earliest to occur of: (a) the last day of the fiscal year during which the
Company has total annual gross revenues of US$1,000,000,000 (as such amount is
indexed for inflation every 5 years by the Securities and Exchange Commission
(the SEC)) or more; (b) the last day of the fiscal year of the Company
following the fifth anniversary of the date of the first sale of common equity
securities of the Company pursuant to an effective registration statement under
the United States Securities Act of 1933, as amended; (c) the date on which the
Company has, during the previous 3-year period, issued more than
US$1,000,000,000 in non-convertible debt; or (d) the date on which the Company
is deemed to be a large accelerated filer, as defined in Exchange Act Rule
12b2.

Generally, a registrant that registers any class of its
securities under section 12 of the Exchange Act is required to include in the
second and all subsequent annual reports filed by it under the Exchange Act, a
management report on internal control over financial reporting and, subject to
an exemption available to registrants that meet the definition of a smaller
reporting company in Exchange Act Rule 12b-2, an auditor attestation report on
managements assessment of internal control over financial reporting. However,
for so long as the Company continues to qualify as an emerging growth company,
it will be exempt from the requirement to include an auditor attestation report
in its annual reports filed under the Exchange Act, even if it does not qualify
as a smaller reporting company, although the Company is voluntarily including
an auditor attestation report in this Annual Report. In addition, section
103(a)(3) of the Sarbanes-Oxley Act of 2002 has been amended by the JOBS Act to
provide that, among other things, auditors of an emerging growth company are
exempt from any rules of the Public Company Accounting Oversight Board requiring
mandatory audit firm rotation or a supplement to the auditors report in which
the auditor would be required to provide additional information about the audit
and the financial statements of the registrant (auditor discussion and
analysis).

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Any U.S. domestic issuer that is an emerging growth company is
able to avail itself to the reduced disclosure obligations regarding executive
compensation in periodic reports and proxy statements, and to not present to its
shareholders a nonbinding advisory vote on executive compensation, obtain
approval of any golden parachute payments not previously approved, or present
the relationship between executive compensation actually paid and our financial
performance. As a foreign private issuer, we are not subject to such
requirements, and will not become subject to such requirements even if we were
to cease to be an emerging growth company.

As a reporting issuer under the securities legislation of
certain provinces of Canada, the Company is required to comply with all new or
revised accounting standards that apply to Canadian public companies.
Accordingly, the Company has irrevocably elected to comply with new or revised
accounting standards even though it is an emerging growth company.

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
assumptions made 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 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.

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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, and other than as required by applicable securities laws, and to the extent required by applicable securities laws, the Company does not assume any obligation to update forward-looking statements and information.  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.

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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, 2012, based upon the noon rate published by the Bank of Canada, was U.S.$1.00=CDN$0.9949.  The exchange rate of United States dollars into Canadian dollars, on March 13, 2013, based upon the noon rate as published by the Bank of Canada, was U.S.$1.00=CDN$1.03.

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, 2012, 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

4

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- 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, 2012.

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.

As noted above under Emerging Growth Company Status, the
Company, as an emerging growth company, is not required to provide an
attestation report of the Companys registered public accounting firm on the
Companys internal control over financial reporting as at December 31, 2012, but
is doing so voluntarily. In the attestation report, the Companys auditor, KPMG
LLP, states its opinion as to the effectiveness of the Companys internal
control over financial reporting as at December 31, 2012. 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 in Exhibit 99.2.

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No Changes in Internal Control over Financial Reporting

During the year ended December 31, 2012, 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, 2012 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 is no such requirement under British Columbia
law or under the Companys home stock exchange rules (Toronto Stock Exchange)
unless the dilutive financing results in a change of control. 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 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 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.

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

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Board Meetings

Section 802(C) of the NYSE MKT Company Guide requires that the
Board of Directors hold meetings on at least a quarterly basis. The Board of
Directors of the Company is not required to meet on a quarterly basis under the
laws of the Province of British Columbia, but nevertheless meets on a regular
basis.

Solicitation of Proxies

NYSE MKT 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), 14(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

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. (Rob) Garnett (Chair),
- Peter John Jennings, and
- Kenneth W. Major.

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, 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).

7

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Amendments or Waivers

During the fiscal year ended December 31, 2012, 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, 2012 and 2011 by KPMG LLP as the
Companys independent registered public accounting firm:

|                   |   | Year Ended December
      31 | 
|------------------ | - | ---------------------------- | 
|                   |   |                              | 
|                   |   | 2012                         | 
|Audit Fees (1)     | $ | 548,400                      | 
|Audit-Related Fees | $ | -                            | 
|Tax Fees (2)       | $ | 10,000                       | 
|All 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.  Audit Fees in 2011 includes fees related to the Company’s IFRS transition and a short-form prospectus offering.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                          
| | (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, 2012 were pre-approved by the Audit Committee of the Company. No non-audit
services were approved pursuant to the de minimisexemption 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.

8

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CONTRACTUAL OBLIGATIONS

The following table presents information with respect to the
Companys known contractual obligations as at December 31, 2012:

|                               |  |        |   |  | Less than      |   |  | 1 - 3  |   |  | 3 - 5  |   |  | More than     |  
|------------------------------ |  | ------ | - |  | -------------- | - |  | ------ | - |  | ------ | - |  | ------------- | -
|                               |  | Total  |   |  | one
      year |   |  | years  |   |  | years  |   |  | 5
      years |  
|                               |  | ($000s | ) |  | ($000s         | ) |  | ($000s | ) |  | ($000s | ) |  | ($000s        | )
|Operating Lease Obligations    |  | 1,333  |   |  | 528            |   |  | 805    |   |  | -      |   |  | -             |  
|Purchase
      Obligations (1) |  | 541    |   |  | 541            |   |  | -      |   |  | -      |   |  | -             |  
|Total                          |  | 1,874  |   |  | 1,069          |   |  | 805    |   |  | -      |   |  | -             |  

Notes:

|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, 2012.

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

The Company is filing with this Annual Report 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.

9

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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 13, 2013 | GREAT PANTHER SILVER LIMITED
|-------------------- | ----------------------------
|                     |                             
|                     |                             
|                     |                             
|                     | By:     /s/ Robert A. Archer
|                     | Robert A. Archer            
|                     | Chief Executive Officer     

10

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EXHIBIT INDEX

|Exhibit Number | Exhibit Description                                                                                                                                                                                       
|-------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|               |                                                                                                                                                                                                           
|Principal      |                                                                                                                                                                                                           
|Documents      |                                                                                                                                                                                                           
|               |                                                                                                                                                                                                           
|99.1           | Annual Information Form of the
      Company for the year ended December 31, 2012                                                                                                                         
|               |                                                                                                                                                                                                           
|99.2           | Audited financial statements of
      the Company and the notes thereto for the fiscal years ended December 31,
      2012 and 2011 together with the reports of the auditors thereon                     
|               |                                                                                                                                                                                                           
|99.3           | Managements Discussion and
      Analysis of the Company for the year ended December 31, 2012                                                                                                            
|               |                                                                                                                                                                                                           
|Certifications |                                                                                                                                                                                                           
|               |                                                                                                                                                                                                           
|99.4           | Certification of Chief
      Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act                                                                                                             
|               |                                                                                                                                                                                                           
|99.5           | Certification of Chief
      Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act                                                                                                             
|               |                                                                                                                                                                                                           
|99.6           | 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 2002
|               |                                                                                                                                                                                                           
|99.7           | 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 2002
|               |                                                                                                                                                                                                           
|Consents       |                                                                                                                                                                                                           
|               |                                                                                                                                                                                                           
|99.8           | Consent of KPMG LLP,
      Independent Registered Public Accounting Firm, dated March 13, 2013                                                                                                            
|               |                                                                                                                                                                                                           
|99.9           | Consent of David W. Rennie, P.
      Eng., dated March 12, 2013                                                                                                                                           
|               |                                                                                                                                                                                                           
|99.10          | Consent of Tudorel Ciuculescu,
      M.Sc., P.Geo., dated March 12, 2013                                                                                                                                  
|               |                                                                                                                                                                                                           
|99.11          | Consent of Robert F. Brown, P.Eng., dated March 13, 2013                                                                                                                                                  
|               |                                                                                                                                                                                                           
|99.12          | Consent of Michael F. Waldegger, P.Geo., dated March 12, 2013                                                                                                                                             

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