HeartSciences (HSCS) Proxy filing summary

Executive summary

• HeartSciences is proposing a merger with Fortitude Mining Holdings, Inc., resulting in a combined company focused on digital asset mining, primarily Zcash, and healthcare technology.

• The transaction will be structured as an Up-C, with HeartSciences shareholders owning about 5% and Fortitude Seller (a DCG subsidiary) owning about 95% of the combined company post-closing.

• The combined company will be renamed Fortitude Mining Group, Inc., and its Class A Common Stock is expected to trade on Nasdaq under the symbol “TUDE.”

• The board of directors of HeartSciences unanimously recommends shareholders vote in favor of all proposals related to the merger.

Voting matters and shareholder proposals

• Shareholders are asked to approve: (1) the merger agreement and transactions, (2) issuance of new Class V and Class A Common Stock and change of control, (3) amendments to the certificate of formation (including name change, par value, dual-class structure, and director election rights), (4) a reverse stock split, (5) an amended equity incentive plan, and (6) potential adjournment of the meeting.

• Certain Series C Preferred Stock holders have entered into support agreements to vote in favor of the proposals.

Board of directors and corporate governance

• The post-merger board will have nine members: two from HeartSciences and seven designated by DCG.

• The board will be staggered, and the company will rely on Nasdaq’s controlled company exemptions.

• Class A shareholders will have the exclusive right to elect one director.