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

INFORMATION CIRCULAR

the Annual General and Special Meeting of Shareholders to be held on December 29, 2025

OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

IS HEREBY GIVEN that the annual general 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:

Clearmind Medicine Inc., Annual General and Special Meeting

Zoom Meeting: https://us06web.zoom.us/j/89425621021?pwd=bmykl3Fygp2FrpKuYph4hd8udwuHPo.1

Meeting ID: 894 2562 1021

Dial by your location:

720 707 2699 US (Denver)

253 215 8782 US (Tacoma)

301 715 8592 US (Washington DC)

312 626 6799 US (Chicago)

346 248 7799 US (Houston)

646 558 8656 US (New York)

your local number: https://us06web.zoom.us/u/kTabvE6TT

Monday December 29, 2025 at 9:00 a.m. Eastern Time (US and Canada) for the following purposes:

board of directors of the Company has fixed November 20, 2025, 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 General 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 31, 2024.

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: 320 Bay Street, 14th Floor, Toronto, Ontario, M5H 4A6, 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 December 23,

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).

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.

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.

this 26th day of November 2025.

or "Company") MANAGEMENT INFORMATION CIRCULAR

GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 29, 2025

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 general 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, December 29, 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:

Clearmind Medicine Inc., Annual General and Special Meeting

Time: December 29, 2025 09:00 AM Eastern Time (US and Canada)

Zoom Meeting: https://us06web.zoom.us/j/89425621021?pwd=bmykl3Fygp2FrpKuYph4hd8udwuHPo.1

+1 720 707 2699 US (Denver)

+1 253 215 8782 US (Tacoma)

+1 301 715 8592 US (Washington DC)

+1 312 626 6799 US (Chicago)

+1 346 248 7799 US (Houston)

+1 646 558 8656 US (New York)

your local number: https://us06web.zoom.us/u/kTabvE6TT

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.

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.

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.

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: 320 Bay Street, 14th Floor, Toronto, Ontario,

M5H 4A6, 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 Tuesday December 23, 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.

Shareholder giving a proxy has the power to revoke it. Proxies given by a Shareholder for use at the Meeting may be revoked prior

of Discretion by Proxy

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.

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.

by Beneficial Shareholders

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