HeartSciences (HSCS) Proxy filing summary

Executive summary

• Entered into a Merger Agreement for Cordis Acquisition, LLC to merge with Fortitude Mining HoldCo, LLC, making Fortitude the surviving entity and a subsidiary.

• Board approved significant changes to executive roles and board composition, effective upon closing of the merger.

• Forward-looking statements highlight risks related to transaction completion, regulatory approvals, and shareholder votes.

Voting matters and shareholder proposals

• Shareholders will vote on the merger and an amendment to the 2023 Equity Incentive Plan to increase the share pool by 475,000 shares.

• Proxy statement will be filed and mailed to shareholders for voting on the merger and related matters.

Board of directors and corporate governance

• Board size will increase from five to nine directors, with new appointments determined by the seller.

• Andrea Childs and Erik Ellingson will be appointed CEO and CFO, respectively, replacing current executives.

• Andrew Simpson and David Wells will remain on the board post-closing.