CANTEX MINE DEVELOPMENT CORP. 203-1634 HARVEY AVENUE KELOWNA BC V1Y 6G2 TELEPHONE NO.: (250) 860-8582 FAX NO.: (250) 860-1362

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

Take notice that the annual and special meeting of shareholders of Cantex Mine Development Corp. (the “Corporation”) will be held at the Ramada Lodge Hotel, 2170 Harvey Avenue, Kelowna, British Columbia, on Thursday, January 29, 2009, at 2:00 o’clock p.m., local time, (the “Meeting”) for the following purposes:

1. to receive and consider the audited consolidated financial statements of the Corporation for its financial year ended July 31, 2008, and the report of the auditor;
2. to elect directors of the Corporation for the ensuing year;
3. to appoint an auditor of the Corporation for the ensuing year;
4. to consider and, if thought fit, approve the adoption of the Company’s new share option plan;
5. to approve a special resolution to consolidate the issued and unissued Common Shares of the Corporation on a basis of up to fifteen (15) Common Shares for each one (1) Common Share, as more particularly described in the attached Management Proxy Circular;
6. to consider any amendment to or variation of a matter identified in this Notice; and
7. to transact such other business as may properly come before the Meeting or adjournments thereof.

A Management Proxy Circular accompanies this Notice. The Management Proxy Circular contains details of matters to be considered at the Meeting.

Shareholders who are unable to attend the Meeting in person and who wish to ensure that their shares will be voted at the Meeting are requested to complete, date and sign the enclosed form of proxy, or another suitable form of proxy, and deliver it by fax, by hand or by mail in accordance with the instructions set out in the form of proxy and in the Management Proxy Circular.

Non-registered shareholders who plan to attend the Meeting must follow the instructions set out in the form of proxy or voting instruction form and in the Management Proxy Circular to ensure that their shares will be voted at the Meeting. If you hold your shares in a brokerage account you are not a registered shareholder.

Dated at Kelowna, British Columbia, December 23, 2008.

BY ORDER OF THE BOARD

“Chad S. Ulansky”

Chad S. Ulansky President, Chief Financial Officer and Secretary

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