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 " Sharehold

CLEARMIND MEDICINE INC.

NOTICE OF ANNUAL AND SPECIAL MEETING

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 on Wednesday, December 28, 2022 at

10:00 a.m. (Toronto time) via teleconference at +1 416 764 8658 or toll free at +1 888 886 7786 for the following purposes:

The board of directors of the Company

has fixed November 23, 2022, 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 10:00 a.m. (Toronto time) on December 22, 2022, 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 28th day of November 2022.