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

MANAGEMENT INFORMATION

For the Annual and Special

Meeting of Shareholders

to be held on January

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 virtually, by way of live webcast only via Zoom meeting, link and dial in numbers can be found below:

Topic: Clearmind Medicine Inc., Annual and Special

Join Zoom Meeting: https://us06web.zoom.us/j/83858394236?pwd=W98quU1rMZZeXypVxyiRnnFm1Mvza2.1

Meeting ID: 838 5839 4236

Dial by your location:

Find your local number: https://us06web.zoom.us/u/kSLKzoVpz

on Monday January 6, 2025 at 9:00 a.m. Eastern

Time (US and Canada) for the following purposes:

The board of directors of the Company has fixed

November 28, 2024, 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 October

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 9:00 a.m. Eastern Time (US and Canada) on January 2, 2025, 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 Toronto, Ontario).

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.

CLEARMIND MEDICINE INC.

("Corporation" or "Company")

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 virtually on Monday, January 6, 2025,

at 9:00 a.m. Eastern Time (US and Canada) by way of live webcast only via Zoom meeting, link and dial in numbers can be found below:

Topic: Clearmind Medicine Inc., Annual and

Time: January 6, 2025 09:00 AM Eastern Time

Join Zoom Meeting: https://us06web.zoom.us/j/83858394236?pwd=W98quU1rMZZeXypVxyiRnnFm1Mvza2.1

Meeting ID: 838 5839 4236

Dial by your location:

Find your local number: https://us06web.zoom.us/u/kSLKzoVpz

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 9:00 a.m. Eastern Time (US and Canada) on Thursday, January 2, 2025, 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

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.