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 AT (949) 748-4800.


 


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 1.4 shares 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-Subscr iptionPrivilege”). 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.



 


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 [●], ABA #[●],
        Account #[●] 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.