HeartSciences (HSCS) Proxy filing summary

Executive summary

• Shareholders are asked to approve a merger between HeartSciences and Fortitude Mining Holdings, resulting in a new public entity, Fortitude Mining Group, Inc., with a focus on digital asset mining, especially Zcash.

• The transaction is structured as an Up-C, with HeartSciences shareholders retaining about 5% of the combined company and Fortitude Seller (a DCG subsidiary) holding about 95% of voting power.

• The merger is intended to address HeartSciences' financial challenges, provide access to capital for Fortitude, and create the first public venture mining platform focused on early-stage proof-of-work opportunities.

• The board of directors of both companies unanimously recommend the transaction, supported by a fairness opinion from Houlihan Capital.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) the merger agreement; (2) issuance of new shares and change of control under Nasdaq rules; (3) amendments to the certificate of formation, including name change, new share classes, and governance changes; (4) a reverse stock split; (5) an amended equity incentive plan; and (6) adjournment if more votes are needed.

• Support agreements have been signed by holders of over 50% of Series C Preferred Stock, committing to vote in favor of the proposals.

Board of directors and corporate governance

• The combined company board will have nine members: two from HeartSciences and seven designated by DCG, with staggered terms.

• The new structure includes a dual-class share system: Class A (economic and limited voting rights) and Class V (voting only, no economic rights, held by Fortitude Seller).

• The combined company will be a “controlled company” under Nasdaq rules, allowing exemptions from certain governance requirements.