HeartSciences (HSCS) Proxy filing summary

Executive summary

• HeartSciences and Fortitude Mining Holdings have entered into a definitive all-stock merger agreement to combine their businesses, with the combined entity expected to operate under the Fortitude brand and trade on Nasdaq as “TUDE” upon closing, anticipated in H2 2026.

• Fortitude has executed a $31.5 million purchase agreement for 9,000 Bitmain Antminer Z15 Pro units, expanding its Zcash mining capacity by approximately 7.56 GSol/s, with shipments scheduled for October and November 2026.

• Fortitude mined 72,696 ZEC in the first half of 2026, representing about 28% of total network production, and operates over 60 MW of contracted power capacity across seven sites.

• The merger aims to leverage Fortitude’s vertically integrated mining platform and HeartSciences’ public market access, with expectations of improved scale, cost efficiency, and growth in the Zcash ecosystem.

• Forward-looking statements highlight potential benefits, but also note risks including transaction completion, integration, regulatory review, and cryptocurrency market volatility.

Voting matters and shareholder proposals

• HeartSciences shareholders will receive a definitive proxy statement and proxy card to vote on the proposed merger at a special meeting.

• The merger is contingent on shareholder approval and satisfaction of closing conditions as outlined in the merger agreement.

Board of directors and corporate governance

• Directors and executive officers of both HeartSciences and Fortitude, as well as certain Digital Currency Group executives, may be deemed participants in the proxy solicitation for the merger.

• Information on participants’ interests is disclosed in the preliminary proxy statement and related SEC filings.