HeartSciences (HSCS) Proxy filing summary

Executive summary

• HeartSciences and Fortitude Mining Holdings entered into a definitive all-stock merger agreement, aiming to create a leading vertically integrated Zcash mining platform that will operate under the Fortitude brand and trade on Nasdaq under the ticker TUDE, with closing expected in H2 2026.

• Fortitude will bring its vertically integrated Zcash mining operations, venture mining strategy, and diversified power portfolio to the public markets, leveraging its relationship with Digital Currency Group (DCG) as the largest shareholder.

• The combined company targets significant expansion, aiming for 80 megawatts of owned capacity by year-end 2026 and continued focus on high-return opportunities in the Proof-of-Work ecosystem.

• HeartSciences will continue to advance its AI-enabled ECG technology as a business unit within the combined entity, benefiting from improved capital access and operational focus.

Voting matters and shareholder proposals

• HeartSciences shareholders will vote on the proposed merger and related matters at a special meeting, with a proxy statement to be filed and mailed to shareholders.

• The transaction is subject to customary closing conditions, including shareholder approval and regulatory filings.

Board of directors and corporate governance

• The combined company will be led by Fortitude’s current management team, with DCG remaining the largest and controlling shareholder.

• Both boards unanimously approved the merger agreement.