GREAT PANTHER MINING (GPLDF) 40-F/A 2019 FY Annual report (Canada) (amended)

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

FORM 40-F/A

(Amendment No. 2)

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

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

GREAT PANTHER MINING LIMITED

(Exact name of Registrant as specified in its charter)

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

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

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

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

Tel: 1-800-550-6724

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

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

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

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

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

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

xAnnual Information Form xAudited Annual Financial Statements

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

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

Yes   ¨         No  x

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

Yes  x         No  ¨

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

Yes  ¨         No  ¨         Not applicable  x

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

Emerging growth companyx

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

EXPLANATORY NOTE

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

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

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

SIGNATURES

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

	GREAT PANTHER MINING LIMITED
Date: April 23, 2020
	By:	/s/ Robert Henderson
		Robert Henderson
		Chief Executive Officer and President

EXHIBIT INDEX

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

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

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

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

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