Beadell Resources : Scheme Book and Independent Experts Report

All dates are indicative only and are subject to the Court approval process, ASX and TSX approval, and the satisfaction or waiver of the conditions precedent under the Scheme Implementation Deed. Beadell may vary any or all of these dates and times and will provide notice of any such variation on ASX.

ABOUT BEADELL

Beadell operates the Tucano Gold Mine in mining‐friendly Amapá State, northern Brazil. Tucano occurs within 2,500 km2 of 100%‐owned, highly prospective and under‐explored 'Birimian age' greenstone terrane. The recently upgraded Tucano plant can process approximately 3.5 million tonnes per year of oxide‐sulphide ore feed in a wide range of blends. There is a pregnant pipeline of high potential in‐mine and near‐mine prospects, anchored by several high‐grade gold drill intervals over several metres, that are the near‐term opportunity to improve the head grade and prolong the mine life.

FOR FURTHER INFORMATION PLEASE CONTACT:

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This is an important document and requires your immediate attention.

You should read this Scheme Booklet carefully and in full before deciding how to vote at the Scheme Meeting.

If you are in any doubt as to what you should do, you should consult your broker, financial adviser or legal adviser immediately.

Scheme Booklet

In relation to the acquisition of all of the ordinary shares in Beadell Resources Limited by Great Panther Silver Limited by way of scheme of arrangement under Part 5.1 of the Corporations Act.

VOTE IN FAVOUR

The Beadell Directors unanimously recommend that you vote in favour of the Scheme, in the absence of a Superior Proposal.

ACN 125 222 291

IMPORTANT NOTICES

This Scheme Booklet

This Scheme Booklet includes the explanatory statement for the Scheme required by subsection 412(1) of the Corporations Act.

This Scheme Booklet is important and requires your immediate attention. You should read this Scheme Booklet carefully and in full before deciding how to vote at the Scheme Meeting.

Defined terms

Capitalised terms used in this Scheme Booklet are defined in section 18.1. Section 18.2 sets out some rules of interpretation which apply to this Scheme Booklet. You should note that some of the documents reproduced in the annexures to this Scheme Booklet have their own defined terms, which are sometimes different to those set out in section 18.1.

ASIC and ASX

A copy of this Scheme Booklet has been registered by ASIC for the purposes of subsection 412(6) of the Corporations Act. ASIC has been given the opportunity to comment on this Scheme Booklet in accordance with subsection 411(2) of the Corporations Act. Neither ASIC, nor any of its officers, takes any responsibility for the contents of this Scheme Booklet.

ASIC has been requested to provide a statement, in accordance with subsection 411(17)(b) of the Corporations Act, that it has no objection to the Scheme. If ASIC provides that statement, it will be produced to the Court at the time of the Second Court Hearing to approve the Scheme.

A copy of this Scheme Booklet has been provided to ASX. Neither ASX, nor any of its officers, takes any responsibility for the contents of this Scheme Booklet.

Important notice associated with Court order under subsection 411(1) of the Corporations Act

The fact that, under subsection 411(1) of the Corporations Act, the Court has ordered that a meeting be convened and has approved the explanatory statement required to accompany the Scheme Meeting does not mean that the Court:

•  has formed any view as to the merits of the proposed Scheme or as to how Beadell Shareholders should vote (on this matter Beadell Shareholders must reach their own conclusion); or

•  has prepared, or is responsible for the content of, the explanatory statement.

No investment advice

The information and recommendations contained in this Scheme Booklet do not constitute, and should not be taken as, financial product advice. This Scheme Booklet has been prepared without reference to the investment objectives, financial and taxation situation or particular needs of any Beadell Shareholders or any other person. The Beadell Directors encourage you to seek independent financial and taxation advice before making any investment decision and any decision as to whether or not to vote in favour of the Scheme. This Scheme Booklet should be read carefully and in full before making a decision on whether or not to vote in favour of the Scheme. In particular, it is important that youconsider the potential risks if the Scheme does not proceed, as set out in section 9.16, and the views of the Independent Expert set out in the Independent Expert's Report contained in Annexure A. If you are in doubt as to the course you should follow, you should consult your legal, financial, taxation or other professional adviser.

Responsibility statement

Beadell has prepared, and is responsible for, the Beadell Information. Neither Great Panther nor any of its Subsidiaries, directors, officers, employees or advisers assume any responsibility for the accuracy or completeness of such information.

Great Panther has prepared, and is responsible for, the Great Panther Information. Neither Beadell nor any of its Subsidiaries, directors, officers, employees or advisers assume any responsibility for the accuracy or completeness of such information.

Deloitte Corporate Finance Pty Limited has prepared the

Independent Expert's Report (as set out in Annexure A of this Scheme Booklet) and takes responsibility for that report. None of Beadell or Great Panther or any of their respective Subsidiaries, directors, officers, employees or advisers assume any responsibility for the accuracy or completeness of the information contained in the Independent Expert's Report.

No consenting party has withdrawn their consent to be named before the date of this Scheme Booklet.

Forward looking statements

This Scheme Booklet contains certain forward-looking statements.

The forward-looking statements in this Scheme Booklet reflect the current views of Beadell or Great Panther, held as at the date of this Scheme Booklet, concerning future results and events and generally may be identified by the use of forward-looking words or phrases such as "believe", "aim", "expect", "anticipated", "intending", "foreseeing", "likely", "should", "planned", "may", "estimated", "potential", or other similar words and phrases. Similarly, statements that describe Beadell's,

Great Panther's or the Merged Group's objectives, plans, goals or expectations are, or may be, forward-looking statements. The statements in this Scheme Booklet about the advantages and disadvantages anticipated to result from the Scheme are also forward-looking statements.

Although Beadell and Great Panther believe that the views reflected in any forward-looking statement they respectively make in this Scheme Booklet have been made on a reasonable basis, no assurance can be given that such views or forward-looking statement will prove to have been correct.

These forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors that may cause either Beadell's, Great Panther's or the Merged Group's actual results, performance or achievements to differ materially from the anticipated results, performance or achievements expressed, projected or implied by these forward-looking statements.

These factors include, but are not limited to, risks related to: receipt of all necessary Court, regulatory or shareholder approvals required to complete the Scheme

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and the satisfaction or waiver of the Conditions Precedent to the Scheme, exploration, development and production, permitting, markets and marketing, resource estimates being inherently uncertain, environmental concerns, availability of, and access to, drilling equipment, contractual risk, and management of growth. Deviations as to future results, performance and achievements are both normal and to be expected.

Beadell Shareholders should note that the historical financial performance of Beadell and Great Panther is no assurance of the future financial performance of Beadell, Great Panther or the Merged Group (whether the Scheme is implemented or not). Beadell Shareholders should review carefully all of the information included in this Scheme Booklet. Any forward-looking statements in this Scheme Booklet are expressly qualified by these cautionary statements and such forward-looking statements are made only as of the date of this Scheme Booklet.

None of Beadell, Great Panther, the Merged Group, or any of their directors, give any representation, assurance or guarantee to Beadell Shareholders that any forward-looking statements will actually occur or be achieved. Beadell Shareholders are cautioned not to place undue reliance on such forward-looking statements.

Subject to any continuing obligations under law, regulation or the ASX Listing Rules, Beadell, Great Panther and the Merged Group do not give any undertaking to update or revise any forward-looking statements after the date of this Scheme Booklet to reflect any change in expectations in relation to those statements or any change in events, conditions or circumstances on which any such statement is based.

Notice to Scheme Shareholders

No action has been taken to register or qualify the New Great Panther Shares or otherwise permit a public offering of such securities in any jurisdiction outside Australia.

Based on the information available to Beadell and Great Panther as at the date of this Scheme Booklet, Scheme Shareholders (other than Ineligible foreign Shareholders) whose addresses are shown in the register on the Scheme Record Date as being in the following jurisdictions will be entitled to have New Great Panther Shares issued to them pursuant to the Scheme subject to the qualifications, if any, set out below in respect of that jurisdiction:

•  Australia;

•  Canada

•  Cayman Islands;

•  Guernsey, where the number of Beadell Shareholders is less than 50;

•  Luxembourg; where (i) the Beadell Shareholder is a "qualified investor" within the meaning of Directive 2003/71/EC (Prospectus Directive), as amended and implemented in Luxembourg) and (ii) the number of non-qualified investors is less than 150;

•  New Zealand;

•  United States; and

•  any other person or jurisdiction in respect of which Great Panther reasonably believes that it is not prohibited and not unduly onerous or impractical toimplement the Scheme and to issue New Great Panther Shares to a Scheme Shareholder with a registered address in such jurisdiction.

Nominees, custodians and other Scheme Shareholders who hold Beadell Shares on behalf of a beneficial owner resident in Australia, Canada, Cayman Islands, New Zealand and the United States may forward this Scheme Booklet (or accompanying documents) to such beneficial shareholder but may not forward this Scheme Booklet to any person in any other country without the consent of Beadell.

Foreign jurisdictions

This Scheme Booklet does not constitute an offer of New Great Panther Shares in any jurisdiction in which it would be unlawful. In particular, this Scheme Booklet may not be distributed to any person, and the New Great Panther Shares may not be offered or sold, in any country outside Australia except to the extent provided below.

Canada

The New Great Panther Shares to be issued in connection with the Scheme will be issued by Great Panther in reliance upon exemptions from the prospectus and registration requirements of the applicable Canadian securities law in each province and territory of Canada. The New Great Panther Shares issued in connection with the Scheme may (through a registered dealer, unless the dealer registration requirements do not apply) be resold in each province and territory in Canada, including through the TSX, subject to the usual conditions that Great Panther is, and has been, a reporting issuer in a jurisdiction of Canada for the four months immediately preceding the trade, the trade is not a control distribution, no unusual effort has been made to prepare the market, or create a demand for, the New Great Panther Shares, no extraordinary commission or consideration is paid to a person or company in respect of the trade and if the selling security holder is an insider or officer of Great Panther, such selling security holder has no reasonable grounds to believe that Great Panther is in default of applicable Canadian securities law.

Cayman Islands

No offer or invitation to subscribe for the New Shares may be made to the public in the Cayman Islands.

Guernsey

No offer or invitation to subscribe for New Great Panther Shares may be made to the public in the Bailiwick of Guernsey.

Luxembourg

The information in this document has been prepared on the basis that all offers of New Great Panther Shares will be made pursuant to an exemption under the Prospectus Directive, as amended and implemented in Luxembourg, from the requirement to publish a prospectus for offers of securities.

An offer to the public of New Great Panther Shares has not been made, and may not be made, in Luxembourg except pursuant to one of the following exemptions under the Prospectus Directive as implemented in Luxembourg:

•  to any legal entity that is authorized or regulated to operate in the financial markets or whose main business is to invest in financial instruments;

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