RIGHTS CERTIFICATE #:	NUMBER OF RIGHTS


 


THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH
IN THE COMPANY'S PROSPECTUS 


DATED [●],
2012 (THE "PROSPECTUS") AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF 


THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM THE COMPANY.


  


Spectrum
Group International, Inc.


Incorporated under
the laws of the State of Delaware


 


TRANSFERABLE
SUBSCRIPTION RIGHTS CERTIFICATE 


 


Evidencing Transferable Subscription Rights to Purchase Shares
of Common Stock of Spectrum Group International, Inc.


 


Subscription Price:$1.90 per share


 


THE SUBSCRIPTION
RIGHTS WILL EXPIRE IF NOT EXERCISED ON OR BEFORE 5:00 P.M., NEW YORK CITY TIME, 


ON [●],
2012, UNLESS EXTENDED BY THE COMPANY


 





REGISTERED  


OWNER:


 





	
        THIS CERTIFIES THAT the registered owner whose name is inscribed
        hereon is the owner of the number of transferable subscription rights (“Rights”) set forth above. Each whole Right
        entitles the holder thereof to subscribe for and purchase one share of Common Stock, with a par value of $0.01 per share, of Spectrum
        Group International, Inc., a Delaware corporation, at a subscription price of $1.90 per share (the “Basic Subscription Privilege”),
        pursuant to a rights offering (the “Rights Offering”), on the terms and subject to the conditions set forth in the
        Prospectus and the “Instructions for Use of Spectrum Group International, Inc. Subscription Certificate” accompanying
        this Subscription Rights Certificate. If any shares of Common Stock available for purchase in the Rights Offering are not purchased
        by other holders of Rights pursuant to the exercise of their Basic Subscription Privilege (the “Excess Shares”), any
        Rights holder that exercises its Basic

        
	 	
        Subscription Privilege in full may subscribe for a number of
        Excess Shares pursuant to the terms and conditions of the Rights Offering, subject to proration and the ownership limitations,
        as described in the Prospectus (the “Over-Subscription Privilege”). The Rights represented by this Subscription Rights
        Certificate may be exercised by completing Form 1 and any other appropriate forms on the reverse side hereof and by retuning the
        full payment of the subscription price for each share of Common Stock in accordance with the “Instructions for Use of Spectrum
        Group International, Inc. Subscription Certificate” that accompany this Subscription Rights Certificate. Except to the extent
        otherwise required to be governed by the General Corporation Law of the State of Delaware, this Subscription Rights Certificate shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be governed by and construed in accordance with the laws of such jurisdiction applicable to contracts to be made and performed entirely within such jurisdiction.

        

	 	 	 
	This Subscription Rights Certificate
    is not valid unless countersigned by the subscription agent and registered by the registrar. Witness the seal of Spectrum
    Group International, Inc. and the signatures of its duly authorized officers.




 


Dated:


 





	 	  	 	  	 
	 	Gregory N. Roberts	 	Carol Meltzer	 
	 	President, Chief Executive Officer	 	General Counsel and Secretary	 
	 	and Principal Executive Officer

        
	 	 	 







 


 


 






 



    	 



    	 	



    



 





DELIVERY OPTIONS FOR SUBSCRIPTION RIGHTS CERTIFICATE


 


Delivery other than in the manner or to the
addresses listed below will not constitute valid delivery.


 


	
        If delivering by mail:

        American Stock Transfer & Trust Company,
        LLC

        Attn: Reorganization Department

        P.O. BOX 2042

        New York, New York 10272-2042
	
        If delivering by hand or overnight delivery:

        American Stock Transfer & Trust Company,
        LLC

        Operations Center

        Attn: Reorganization Department

        6201 15th Avenue

        Brooklyn, New York 11219



 


PLEASE PRINT ALL INFORMATION CLEARLY
AND LEGIBLY.


 





	
        FORM 1-EXERCISE OF SUBSCRIPTION RIGHTS


 

        To subscribe for shares pursuant
        to your Basic Subscription Right, please complete lines (a) and (c) and sign under Form 4 below. To subscribe for shares pursuant
        to your Over-Subscription Right, please also complete line (b) and sign under Form 4 below. To the extent you subscribe for more
        Shares than you are entitled under either the Basic Subscription Right or the Over-Subscription Right, you will be deemed to have
        elected to purchase the maximum number of shares for which you are entitled to subscribe under the Basic Subscription Right or
        Over-Subscription Right, as applicable.


 

        (a) EXERCISE OF BASIC SUBSCRIPTION RIGHT:


 

        I apply for ______________    shares x $1.90          = $__________

                      (no. of new shares)    (subscription price)    (amount
        enclosed)

         


(b) EXERCISE OF OVER-SUBSCRIPTION RIGHT

         


If you have
exercised your         Basic Subscription Right in full and wish to subscribe for additional shares of Common Stock for which
you are otherwise entitled to subscribe pursuant to your Over-Subscription         Right:

         


I apply for
______________    shares x $1.90            = $__________


              (no. of new shares)     (subscription
price)    (amount enclosed)


 

        (c) Total Amount of Payment
        Enclosed = $_____________


 

        METHOD OF PAYMENT (CHECK
        ONE)


 

         ̈Check
        or bank draft payable to “American Stock Transfer & Trust Company LLC, as Subscription Agent.”


 

         ̈Wire
        transfer of immediately available funds directly to the account maintained by American Stock Transfer & Trust Company, LLC,
        as Subscription Agent, for purposes of accepting subscriptions in this Rights Offering at JPMorgan Chase Bank, 55 Water Street,
        New York, New York 10005, ABA #021000021, Account # 530-354624 American Stock Transfer FBO Spectrum Subscription, with reference
        to the rights holder's name.


 

        FORM 2-TRANSFER TO DESIGNATED
        TRANSFEREE


 

        To transfer your subscription
        rights to another person, complete this Form 2 and have your signature guaranteed under Form 5.


 

        For value received ______________
        of the subscription rights represented by this Subscription Rights Certificate are assigned to:

        __________________________________________________


 

        __________________________________________________

         


Social Security #  _____________________________________

                      


Signature(s):_________________________________________

         


IMPORTANT: The signature(s) must correspond with the name(s)
as printed on the reverse of this Subscription Rights Certificate in every particular, without alteration or enlargement, or any
other change whatsoever. 
	 	
        FORM 3-DELIVERY TO DIFFERENT ADDRESS


 

        If you wish for
        the Common         Stock underlying your subscription rights, a certificate representing unexercised subscription rights or
        the proceeds of any sale of subscription rights to be delivered to         an address different from that shown on the face
        of this Subscription Rights Certificate, please enter the alternate address below,         sign under Form 4 and have your
        signature guaranteed under Form 5.

        _________________________________________________________

         


_________________________________________________________

         


________________________________________________________

         

        FORM 4-SIGNATURE


 

        TO SUBSCRIBE: I acknowledge
        that I have received the Prospectus for this Rights Offering and I hereby irrevocably subscribe for the number of shares indicated
        above on the terms and conditions specified in the Prospectus.

         

        Signature(s): ______________________________________________

         


IMPORTANT: The signature(s)
        must correspond with the name(s) as printed on the reverse of this Subscription Rights Certificate in every particular, without
        alteration or enlargement, or any other change whatsoever.


 

        FORM 5-SIGNATURE GUARANTEE


 

        This form must be completed if you have completed any
        portion of Forms 2 or 3.


 

        Signature Guaranteed: ______________________________________

        (Name of Bank or Firm)

        By:_____________________________________________________

        (Signature of Officer)

         

        IMPORTANT: The signature(s) should be guaranteed by an eligible
        guarantor institution (bank, stock broker, savings & loan association or credit union) with membership in an approved signature
        guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15.















 





FOR INSTRUCTIONS ON THE
USE OF SPECTRUM GROUP INTERNATIONAL, INC. SUBSCRIPTION RIGHTS CERTIFICATES, CONSULT THE COMPANY AT (949) 748-4800.