Fortitude Completes Acquisition of 12.5 MW Prosser, Nebraska Facility

Key Terms

asset purchase financial

An asset purchase is a business deal in which a buyer acquires specific items owned by a company—such as equipment, property, contracts, or intellectual property—rather than buying the company’s shares. For investors it matters because an asset purchase lets buyers pick what they want and avoid unwanted debts or obligations, which changes valuation, tax outcomes and how quickly the purchased pieces can be used or sold, similar to buying furniture and appliances from a house instead of buying the whole house and its mortgage.

demand response technical

Demand response is a program or market mechanism where electricity users are paid or incentivized to reduce or shift their power use when the grid is stressed or prices are high, similar to turning down nonessential appliances during a heat wave to ease a traffic jam. It matters to investors because it can lower peak energy costs, affect utility revenues and market prices, and create opportunities for companies that provide the software, equipment, or services that enable those load changes.

proof-of-work technical

A proof-of-work system is a method used by some digital networks to confirm transactions and secure the ledger by requiring participants to solve difficult computational puzzles; the first to solve a puzzle earns the right to add new records and receive a reward. For investors, it matters because it determines how much energy and hardware the network needs, affects transaction speed, security against attacks, and the supply rate and cost structure of the digital asset—factors that influence value and regulatory scrutiny.

greenfield development financial

A greenfield development is a project that starts from scratch on land or in a market that has little or no existing infrastructure, buildings, or operations. Investors care because these projects can offer greater flexibility and potential scale but also involve higher upfront costs, longer timelines, and regulatory or construction risks—think of it like planting a new farm on empty land versus renovating an old house.

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Advances Fortitude's venture mining strategy and further strengthens its owned power portfolio

Acquisition marks latest milestone as Fortitude advances toward public markets through proposed combination with HeartSciences (Nasdaq: HSCS)

FAIRPORT, N.Y.--(BUSINESS WIRE)-- Fortitude Mining Holdings, Inc. ("Fortitude"), a vertically-integrated digital asset mining platform anchored in Zcash, today announced that it has completed the acquisition of a 12.5 megawatt (“MW”) digital infrastructure facility in Prosser, Nebraska (the "Prosser Facility") in an asset purchase of the underlying real property. The transaction was funded entirely with cash on the Company's balance sheet.

Fortitude’s 12.5 MW Prosser Facility

The acquisition is the latest in a series of strategic initiatives as Fortitude continues to build and scale its platform ahead of its proposed business combination with HeartSciences Inc. (Nasdaq: HSCS) (the “Proposed Transaction”), which aims to bring Fortitude's vertically-integrated Zcash mining platform to the public markets. The Prosser acquisition follows the recent energization of the Company's Grand Island facility and its definitive agreement with Bitmain for 9,000 Antminer Z15 Pro units, reflecting Fortitude's continued momentum across its power portfolio and mining operations.

The Prosser Facility is Fortitude's third Nebraska site and adds to an owned power portfolio of over 60 MW of contracted power across seven sites in South Dakota, Nebraska, Texas, and New York.

Transaction Terms

Key terms of the transaction include:

• Purchase price of $6.25 million for the real property and improvements
• Hosting deposit credit of approximately $985,000 applied against the purchase price
• Sale of approximately $465,500 of T21 miners (1,400 units at $1.75/TH) credited against the purchase price
• Net new cash to close of approximately $4.7 million, reflecting power deposits already made to Southern Public Power District
• 90-day construction warranty plus assignment of applicable manufacturer warranties

Facility and Operating Highlights

• Low, stabilized power cost estimated at approximately $0.045 / kWh
• Full infrastructure ownership, including the land, building, and an on-site 67 kV substation, providing stronger long-term asset control
• Southwest Power Pool location, with the ability to take market pricing and participate in demand response programs
• On-site repair and workshop, supporting operational efficiency and reduced downtime

"The acquisition of our Prosser Facility is a significant step forward in scaling our owned-and-operated portfolio," said Andrea Childs, Chief Executive Officer of Fortitude. "By pairing targeted acquisitions like Prosser with our own greenfield development, we are building a vertically-integrated platform designed to maximize the value of every megawatt we own. As we advance toward the public markets through our proposed combination with HeartSciences, we continue to strengthen Fortitude as we aim to provide investors with unparalleled access to the generational Zcash opportunity.”

"Prosser is what disciplined capital deployment looks like: an operating asset acquired with cash on hand that was generating revenue at close," said Erik Ellingson, CFO of Fortitude. "Full ownership of the land, building and on-site substation gives us control of our cost structure and real flexibility in how we operate the site. We see acquisitions like Prosser as an important part of the growth we're aiming for."

The Prosser acquisition reflects a core pillar of Fortitude's strategy: owning and operating the assets behind its mining operations rather than relying on third-party hosting. By adding another owned site, Fortitude is deepening its long-term control of its cost structure and expanding its power platform to capture additional high-conviction opportunities across the Proof-of-Work ecosystem. Prosser also advances Fortitude's build-out of a Nebraska hub alongside Grand Island and Aurora, a geographic concentration that allows the Company to share personnel, spare parts and repair capabilities across sites and drive greater operational efficiency as the portfolio scales. The Company intends to continue growing its owned-and-operated portfolio through a complementary strategy that pairs greenfield development with targeted acquisitions like Prosser.

About Fortitude

Fortitude, currently wholly-owned by DCG, is an institutional-scale, vertically integrated venture mining platform operating across the Proof-of-Work ecosystem and anchored in Zcash. Fortitude pairs self-mining operations with an owned data center footprint, a diversified power portfolio backed by competitive long-term contracts, and disciplined capital allocation to identify and scale high-conviction opportunities in emerging Proof-of-Work ecosystems, beginning with its leadership position in the Zcash network. Fortitude is led by an experienced team of operators, capital markets professionals, and digital asset specialists with a track record of identifying and scaling high-conviction opportunities and building privacy-preserving digital asset infrastructure.

For more information, visit www.fortitudemining.com and follow Fortitude on X at @FortitudeCrypto

Cautionary Note Regarding Forward-Looking Information

This press release contains forward-looking statements. These forward-looking statements generally can be identified by the use of words such as “aim,” “anticipate,” “expect,” “design,” “plan,” “will,” “would,” “believe,” “estimate,” “goal,” "intend," and other words of similar meaning, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include, but are not limited to, express or implied statements relating to Fortitude and its plans and expectations concerning the Prosser Facility including expected operational efficiency and other benefits, its expectations concerning the continued growth of its owned-and-operated portfolio and the expectation that the Proposed Transaction will bring Fortitude to the public markets. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements.

These forward-looking statements are based on management’s current expectations and assumptions as of the date of this press release and are subject to a number of known and unknown risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by such statements, including, without limitation, the following: the risk that the Proposed Transaction may not be completed on the anticipated timeline or at all; the failure to satisfy the conditions to the closing of the Proposed Transaction, including obtaining the requisite approval of the HeartSciences shareholders; market, macroeconomic, or other conditions that could adversely affect either HeartSciences or Fortitude, or the combined company; risks related to the integration of the two companies and the management of a newly public company; risks relating to Fortitude’s operations and business, including the highly volatile nature of the price of Zcash and other cryptocurrencies; and risks relating to significant legal, commercial, regulatory and technical uncertainty regarding digital assets generally. Additional factors that may cause actual results to differ materially from those expressed or implied by the forward-looking statements in this press release are discussed in the proxy statement filed by HeartSciences with the SEC in connection with the Proposed Transaction. Readers are cautioned not to place undue reliance on these forward-looking statements. Each of HeartSciences and Fortitude expressly disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable law. All forward-looking statements are made as of the date of this press release.

Additional Information About the Proposed Transaction and Where to Find It

This press release may be deemed solicitation material in respect of the Proposed Transaction. In connection with the Proposed Transaction, HeartSciences has filed a preliminary proxy statement on Schedule 14A and may file additional relevant materials with the Securities and Exchange Commission (the “SEC”). Following the filing of a definitive proxy statement with the SEC, HeartSciences will mail the definitive proxy statement and a proxy card to each shareholder entitled to vote at the special meeting relating to the Proposed Transaction. INVESTORS AND SHAREHOLDERS OF HEARTSCIENCES ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION THAT HEARTSCIENCES HAS FILED OR MAY FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT HEARTSCIENCES AND THE PROPOSED TRANSACTION. THIS PRESS RELEASE DOES NOT CONTAIN ALL THE INFORMATION THAT SHOULD BE CONSIDERED CONCERNING THE PROPOSED TRANSACTION AND RELATED MATTERS AND IS NOT INTENDED TO PROVIDE THE BASIS FOR ANY INVESTMENT DECISION OR ANY OTHER DECISION IN RESPECT OF SUCH MATTERS. The preliminary proxy statement, the definitive proxy statement and other relevant materials in connection with the Proposed Transaction (when they become available), and any other documents filed by HeartSciences with the SEC, may be obtained free of charge at the SEC’s website at www.sec.gov. In addition, investors and shareholders may obtain free copies of the documents filed with the SEC or by sending a request to the HeartSciences Investor Relations Department at investorrelations@heartsciences.com.

Participants in the Solicitation

HeartSciences and Fortitude, their respective directors and executive officers, and certain executive officers of Digital Currency Group, Inc. may be deemed to be participants in the solicitation of proxies from HeartSciences’ shareholders with respect to the Proposed Transaction. Information regarding the identity of the potential participants, and their direct or indirect interests in the Proposed Transaction, by security holdings or otherwise, is set forth in the preliminary proxy statement and other materials that have been or may be filed with the SEC in connection with the Proposed Transaction.

No Offer or Solicitation

This press release and the information contained herein is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Proposed Transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. The Proposed Transaction will be implemented solely pursuant to the terms and conditions of the merger agreement, which contain the full terms and conditions of the Proposed Transaction.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260804871523/en/

Investor Relations and Media Contact:
ICR
Phone: 917-375-9457
Email: IR@fortitudemining.com

Source: Fortitude Mining Holdings, Inc.