HeartSciences (HSCS) Proxy filing summary

Executive summary

• Fortitude agreed to an all-stock merger with an AI-powered medical technology business; Fortitude is a vertically integrated digital-asset mining platform anchored in Zcash.

• Fortitude said latest-generation Zcash mining uses 20% less power than Bitcoin and generates ~4x the revenue per megawatt-hour under current market conditions; it aims to become the largest publicly traded Zcash miner.

• Fortitude and Jaime Leverton emphasized long-term support for privacy and the infrastructure behind the Zcash network.

Voting matters and shareholder proposals

• The definitive proxy was filed October 19, 2026, and proxy materials and a card were mailed to shareholders eligible to vote at the transaction special meeting.

• Requisite shareholder approval is a condition to closing the proposed transaction.

Risk oversight and compliance

• Closing may be delayed or fail if transaction conditions are unmet; market and macroeconomic conditions could also adversely affect the parties or combined business.

• Risks include integration and management of a newly public business, volatile Zcash and cryptocurrency prices, and legal, commercial, regulatory and technical uncertainty around digital assets.

• Fortitude and its affiliates, including DCG, may sell, pledge or otherwise monetize digital assets, including ZEC, to fund operating expenses and capital investments, hedge exposures or realize investment gains.