HeartSciences (HSCS) Proxy filing summary

Executive summary

• HeartSciences and Fortitude Mining Holdings have entered into a definitive all-stock merger agreement, aiming to combine operations and list under the Fortitude brand on Nasdaq as "TUDE" in H2 2026.

• The combined entity will focus on being a vertically integrated Zcash mining platform, targeting early-stage Proof-of-Work opportunities.

• Forward-looking statements highlight expectations for the transaction's completion, operational integration, and market positioning, while cautioning about risks related to digital assets and regulatory uncertainties.

Voting matters and shareholder proposals

• Shareholders of HeartSciences will be asked to vote on the proposed merger at a special meeting, with proxy materials to be distributed upon SEC filing.

• Approval of HeartSciences shareholders is a condition for closing the transaction.

Board of directors and corporate governance

• Directors and executive officers of both HeartSciences and Fortitude, as well as certain DCG executives, may participate in proxy solicitation.

• Information on directors, executive officers, and their interests will be disclosed in the proxy statement.