HeartSciences (HSCS) Proxy filing summary

Executive summary

• Amendment No. 8 and a fourth amended and restated note, dated Sept. 29, 2026, extend the $500,000 FRV secured, non-convertible loan to the earlier of two business days after the Fortitude Mining Holdings business-combination closing or Jan. 29, 2027.

• Interest remains 12% per annum, compounded annually; accrued interest due Sept. 30, 2026, is payable on or before that date, with subsequent accrued interest due at maturity.

• Partial or full early repayment is permitted at discretion, in amounts of at least $50,000, applied first to accrued interest and then principal.

• The amendment includes an unconditional release of claims against FRV and specified related parties arising through Sept. 29, 2026.

Risk oversight and compliance

• All assets secure the note; payment defaults, covenant breaches, insolvency, cessation of operations, certain judgments, and specified asset sales or control transactions can trigger default and immediate acceleration.

• Overdue amounts accrue interest at 18% annually, compounded; the lender may pursue cumulative remedies, including foreclosure on collateral.

• Written notice of an event of default is due within two business days; while obligations remain, lending or guaranteeing others’ debt generally requires lender consent.