CLEARMIND MEDICINE INC. MANAGEMENT INFORMATION CIRCULAR For the Annual and Special Meeting of Shareholders to be held on

CLEARMIND MEDICINE INC.

MANAGEMENT INFORMATION CIRCULAR

For the Annual and Special

Meeting of Shareholders

to be held on November 14, 2023

CLEARMIND MEDICINE INC.

NOTICE OF ANNUAL AND SPECIAL

MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that

the annual and special meeting (the "Meeting") of the holders of the common shares (collectively, the "Shareholders"

or individually, a "Shareholder") of Clearmind Medicine Inc. (the "Company" or the "Corporation")

will be held at the offices of Aird & Berlis LLP, 181 Bay Street, Suite 1800, Toronto, Ontario, Canada on Tuesday November 14, 2023

at 10:30 a.m. (Toronto time) for the following purposes:

The board of directors of the

Company has fixed October 2, 2023, as the Record Date for the determination of Shareholders entitled to notice of, and to vote at, the

Meeting and any adjournment thereof. Accompanying this Notice of Annual and Special Meeting of Shareholders is the Circular, form of proxy

or voting instruction form, and, for Shareholders who had requested such information, a copy of the Corporation's audited consolidated

financial statements and the report of the auditor thereon, and management's discussion and analysis for the financial year ended

If you are a registered shareholder

of the Company on the Canadian share register and are unable to attend the Meeting in person, please properly complete, sign, date

and return the enclosed form of proxy to the Company's Registrar and Transfer Agent, Computershare Trust Company of Canada by mail at:

100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, Attention: Proxy Department, or by fax at: 1-866-249-7775, Attention: Proxy

Department. To vote by internet, please access the web site address specified on the form of proxy and follow the online voting instructions.

Proxies must be received no later than 10:30 a.m. (Toronto time) on November 10, 2023, or if the Meeting is adjourned or postponed, no

later than 48 hours preceding the time of such adjourned or postponed meeting (excluding Saturdays, Sundays and statutory holidays in

If you are a non-registered

shareholder of the Company and receive these materials through your broker or through another intermediary, please complete and return

the materials in accordance with the instructions provided to you by your broker or such other intermediary. If you are a non-registered

shareholder and do not complete and return the materials in accordance with such instructions, you may lose the right to vote at the Meeting.

If you have any questions about

the procedures required to qualify to vote at the Meeting or about obtaining, completing and depositing the required form of proxy, you

should contact Computershare Trust Company of Canada by telephone at: 1-800- 564-6253 (toll free North America) or + l 514-982-7555.

DATED this 9th day of October 2023.

CLEARMIND MEDICINE INC.

MANAGEMENT INFORMATION CIRCULAR

ANNUAL AND SPECIAL MEETING

OF SHAREHOLDERS TO BE HELD ON NOVEMBER 14, 2023

This management information

circular (the "Circular") is furnished in connection with the solicitation of proxies by management of the Company ("Management")

for use at the annual and special meeting of holders (collectively, the "Shareholders" or individually, a "Shareholder")

in the capital of the Company ("Shares" or "Common Shares") to be held at the offices of Aird & Berlis LLP,

181 Bay Street, Suite 1800, Toronto, Ontario, Canada on Tuesday November 14, 2023 at 10:30 a.m. (Toronto time) for the purposes set forth

below. Except to the extent otherwise stated herein, all information set forth herein is given as of the date hereof, and all dollar

amounts set forth herein are stated in Canadian dollars. Information set forth herein as to shareholdings is based upon information supplied

by the respective persons holding such Common Shares.

GENERAL PROXY INFORMATION

Solicitation of Proxies

The solicitation of proxies will

be primarily by mail, but proxies may also be solicited personally or by telephone by directors, officers and regular employees of the

Company. The cost of solicitation will be borne by the Company except for the cost of postage required to return the forms of proxy which

will be borne by the individual Shareholders.

In accordance with NI 54-101,

arrangements have been made with intermediaries or their nominees (collectively, the "Intermediaries") to forward proxy-related

materials to Beneficial Shareholders (as defined below) whose Common Shares are held by or in custody of such Intermediaries. Intermediaries

include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered Registered

Retirement Savings Plans, Registered Retirement Income Funds, Registered Education Savings Plans and similar plans. Intermediaries are

required to forward such proxy-related materials to Beneficial Shareholders unless a Beneficial Shareholder has waived the right to receive

them. The Company has elected not to pay for the delivery of the proxy-related materials to Objecting Beneficial Shareholders (as defined

below) by the Intermediaries. As such, Objecting Beneficial Shareholders will not receive the proxy-related materials unless the Intermediaries

assume the cost of delivery. The Company is sending the proxy-related materials directly to Non-Objecting Beneficial Shareholders (as

defined below), through the services of its transfer agent and registrar, Computershare Trust Company of Canada ("Computershare

Trust"). The Corporation is not relying on the notice-and-access provisions of securities laws for delivery of the proxy-related

materials to Shareholders.

Appointment of Proxies

The individuals named in the form

of proxy are officers and/or directors of the Company. A Shareholder has the right to appoint a person (who need not be a

Shareholder) to attend the Meeting and act for such Shareholder on his, her or its behalf other than the persons designated in the

enclosed form of proxy. Such right may be exercised by inserting in the blank space provided for that purpose the name of the

desired person or by completing another proper form of proxy. In either case, a Shareholder may vote its Common Shares by proxy

as follows: (a) by mail or delivery to, or deposited at, the offices of Computershare Trust at: 100 University Avenue, 8th Floor,

Toronto, Ontario, M5J 2Y1, Attention: Proxy Department, on behalf of the Company; (b) by fax at: 1-866-249-7775; or (c) on the

internet by accessing the web site address specified on the form of proxy or voting instruction form (if applicable) and by

following the online voting instructions. Voting instructions must be received by no later than 10:00 a.m. (Toronto time) on Friday,

November 10, 2023, or if the Meeting is adjourned, at the latest 48 hours (excluding Saturdays, Sundays and holidays) before the

time set for any reconvened meeting at which the proxy is to be used.

Revocability of Proxy

A Shareholder giving a proxy has the power to

revoke it. Proxies given by a Shareholder for use at the Meeting may be revoked prior to their use:

Exercise of Discretion by Proxy

On any ballot that may be

called for at the Meeting, the Common Shares represented by such form of proxy will be voted or withheld from voting in accordance with

the instructions of the Shareholder appearing on such form of proxy, and, if a choice is specified therein in respect of any matter to

be acted upon, will be voted in accordance with the specification made. In the absence of such specification, such Common Shares will

be voted FOR such matter.

The form of proxy confers

discretionary authority upon the person acting as proxy thereunder with respect to amendments or variations to matters identified below

and with respect to other matters which may properly come before the Meeting. As at the date hereof, Management knows of no such amendments,

variations or any other matters, which may properly come before the Meeting.

Voting by Beneficial Shareholders

Only proxies deposited by Shareholders

whose names appear on the records of the Company as the registered holders of Common Shares or duly appointed proxyholders can be recognized

and acted upon at the Meeting. The information set forth in this section is therefore of significant importance to a substantial number

of Shareholders who do not hold their Common Shares in their own name (the "Beneficial Shareholders"). If Common Shares

are listed in an account statement provided to a Beneficial Shareholder by an Intermediary, then in almost all cases those Common Shares

will not be registered in such Beneficial Shareholder's name on the records of the Company. Such Common Shares will more likely

be registered under the name of the Beneficial Shareholder's Intermediary or an agent of that Intermediary. In Canada, the vast

majority of such Common Shares are registered under the name of CDS & Co., as nominee for CDS Clearing and Depository Services Inc.,

which acts as a depository for many Canadian Intermediaries. Common Shares held by Intermediaries can only be voted for or against resolutions