Great Panther Resources Limited
TSX VENTURE : GPR

Great Panther Resources Limited

June 01, 2006 16:15 ET

Great Panther Closes $10 Million Underwritten Financing, with Additional $5 Million Oversubscribed

VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - June 1, 2006) -

THIS NEWS RELEASE IS NOT FOR DISSEMINATION IN THE UNITED STATES OR TO ANY UNITED STATES NEWS SERVICES.

GREAT PANTHER RESOURCES LIMITED (TSX VENTURE:GPR) (the "Company") is pleased to announce that it has closed a private placement offering (the "Offering"), with Jennings Capital Inc. (Jennings), as underwriter, of 5,000,000 units of the Company ("Units"), on an underwritten basis, at a price of $2.00 per Unit to raise gross proceeds of $10,000,000. Jennings elected to exercise the overallotment option to sell up to an additional 2,500,000 units at a price of $2.00 per unit for gross aggregate proceeds of $15,000,000.

Each Unit comprises one common share and one-half of one transferable share purchase warrant. The securities issued in the private placement are subject to a hold period expiring October 2, 2006. Each whole warrant entitles the holder, upon exercise, to acquire one common share of the Company at a price of $2.65 until June 1, 2008. After the expiration of the hold period the Company has the right to accelerate the expiry date of the warrants if the closing price of the Company's common shares on the TSX Venture Exchange exceeds $3.35 for a period of 20 consecutive trading days.

Jennings was paid a commission of 6.5% of gross proceeds (excluding the President list commission of 3.25%) and received broker warrants equal to 6.5% of the number of units issued under the Offering (excluding the President list brokers warrants of 3.25%). Proceeds from the Offering will be used to accelerate the ongoing exploration and development activities on the Guanajuato and Topia Mines, for evaluation of potential acquisitions and for general corporate purposes.

ON BEHALF OF THE BOARD

Kaare G. Foy: Executive Chairman & CFO

This news release contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 and forward-looking information within the meaning of the Securities Act (Ontario) (together, "forward-looking statements"). Such forward-looking statements may include but are not limited to the Company's plans for production at its Guanajuato and Topia Mines in Mexico, exploring its other properties in Mexico, the overall economic potential of its properties, the availability of adequate financing and involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements expressed or implied by such forward-looking statements to be materially different. Such factors include, among others, risks and uncertainties relating to potential political risks involving the Company's operations in a foreign jurisdiction, uncertainty of production and cost estimates and the potential for unexpected costs and expenses, physical risks inherent in mining operations, currency fluctuations, fluctuations in the price of silver, gold and base metals, completion of economic evaluations, changes in project parameters as plans continue to be refined, the inability or failure to obtain adequate financing on a timely basis, and other risks and uncertainties, including those described in the Company's Annual Report on Form 20-F for the year ended December 31, 2004 and reports on Form 6-K filed with the Securities and Exchange Commission and available at www.sec.gov and Material Change Reports filed with the Canadian Securities Administrators and available at www.sedar.com.

SEC 20-F Statement Filed

Standard & Poor's Listed

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.

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