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 Fortitude focused on digital asset mining and HeartSciences on AI-powered medical technology.

• The transaction is subject to shareholder approval and other customary closing conditions, with communications urging investors to review all related SEC filings.

• Forward-looking statements highlight potential benefits and risks, including integration challenges and market volatility, especially regarding digital assets like Zcash.

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 mailed following SEC approval.

• Directors, executive officers, and certain DCG executives may participate in proxy solicitation for the transaction.

Risk oversight and compliance

• Risks include the possibility that the merger may not close as planned, failure to obtain shareholder approval, and challenges integrating the two companies.

• Additional risks relate to the volatility of Zcash and other cryptocurrencies, as well as legal, regulatory, and technical uncertainties in the digital asset sector.

• Investors are cautioned not to place undue reliance on forward-looking statements, which are subject to change.