Neo Alliance Minerals Inc.

April 07, 2006 18:27 ET

Neo Alliance Minerals Inc.: Acquisition of China Gold Exploration and Mining Project for Qualifying Transaction

EDMONTON, ALBERTA--(CCNMatthews - April 7, 2006) -

This press release is not intended for dissemination or distribution in the United States.

Neo Alliance Minerals Inc. (the "Company" or "Neo Alliance") (TSX VENTURE:NAM) formerly known as Heartwood Capital Corporation (TSX VENTURE:HWC.P), is pleased to report on the annual and special Meeting of shareholders held on March 29, 2006 and the previously announced qualifying transaction (the "Qualifying Transaction").

The shareholders of the Company voted in favour of the acquisition by the Company of Neo Alliance Holdings Limited. The special resolutions considering the Qualifying Transaction were approved by a majority of the minority of the shareholders of the Company who voted on the resolution. In addition, a majority of the Company's shareholders passed all other resolutions presented at the meeting including a special resolution to change the Company's name from Heartwood Capital Corporation to "Neo Alliance Minerals Inc.".

In addition, the Company completed a non-brokered private placement (the "Private Placement") of 8,507,400 units ("Units") at a price of $0.20 per Unit for gross proceeds of $1,701,480. Each Unit is comprised of one (1) common share ("Common Share") and one (1) Common Share purchase warrant. Each warrant entitles the holder to purchase one (1) additional Common Share at a price of $0.50 per Common Share for a period of one (1) year following the date of closing.

On March 29, 2006, the Company completed the acquisition subject to necessary filings and the final approval of the TSX Venture Exchange.

It is anticipated that shares of the Company will begin trading on the TSX Venture Exchange under the symbol "NAM" on April 10, 2006.

Further details of the Qualifying Transaction first announced on July 15, 2005 pursuant to an agreement dated July 8, 2005 (the "Agreement") between the Company, Neo Alliance Strategic Holdings Limited, Neo Alliance Holdings Limited and Western America Securities Inc. ("Western America") to acquire all the issued and outstanding shares in Neo Alliance Holdings Limited, a company incorporated in the British Virgin Islands ("BVI") are contained in the management information circular and proxy statement ("Information Circular") of the Company dated February 28, 2006.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction. The securities of Heartwood and Neo Alliance have not been and will not be registered under the U.S. Securities Act, 1933, as amended and subject to certain exemptions may not be offered or sold in the United States or to U.S. persons. This press release may contain forward-looking statements, i.e. information that is not strictly historical, concerning Heartwood and Neo Alliance's businesses and prospects. Forward-looking statements are subject to a number of risks and uncertainties. Actual events and results may differ materially from those discussed in this press release, due to factors including but not limited to commercial and market risks.

The TSX Venture Exchange Inc. has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

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