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Equal Energy Wins Glass Lewis Support For Petroflow Transaction

OKLAHOMA CITY, June 30, 2014 /PRNewswire/ - Equal Energy Ltd. ("Equal" or the "Company") (NYSE: EQU) (TSX: EQU) announced today that Glass Lewis & Co. ("Glass Lewis") has recommended that shareholders vote FOR the acquisition of Equal by a subsidiary of Petroflow Energy Corporation.

Glass Lewis is the second major independent proxy advisor to support the transaction. As previously disclosed, last week Equal Energy announced that proxy advisor Institutional Shareholder Services Inc. ("ISS") supported the transaction.

Like ISS, Glass Lewis also recommended that shareholders vote FOR the non-binding advisory proposal to approve the compensation that might become payable to Equal's named executive officers in connection with the transaction (the "Compensation Proposal").

"We have now obtained unanimous support from the leading two proxy advisors for the Petroflow transaction," said Michael Doyle, Equal's Chairman of the Board. "Both proxy advisors considered all aspects of the transaction, including criticism by a third party who had instead proposed a leveraged recapitalization. Both concluded that the Petroflow transaction deserves the support of our shareholders."

Glass Lewis is a leading independent international corporate governance analysis and proxy voting firm that serves institutional investors globally that collectively manage more than $15 trillion in assets. Glass Lewis conducts a careful review of public disclosure to determine what is in the best interests of shareholders.

In recommending that shareholders vote FOR the transaction and the Compensation Proposal, Glass Lewis stated: " Even after giving consideration to the merits of a leveraged recapitalization, we believe that the proposed merger is the greater value for shareholders. The merger consideration offers certainty of value and an attractive unaffected control premium to shareholders." 1

About the transaction

As previously disclosed, the proposed acquisition would proceed under a plan of arrangement under the Business Corporations Act ( Alberta) (the "Arrangement ") involving Equal, the shareholders of Equal ("Equal Shareholders"), Petroflow Energy Corporation and Petroflow Canada Acquisition Corp. ("Petroflow Sub" and together with Petroflow Energy Corporation, "Petroflow"). 

Under the Arrangement, Petroflow Sub will acquire all of the outstanding common shares of Equal for US$5.43 in cash per share. Upon completion of the Arrangement, Equal Shareholders will also receive a cash dividend of US$0.05 per share. Equal's board of directors recommends Equal Shareholders vote FOR the Arrangement. 

Glass Lewis comments on lack of a superior buyout offer

In its favorable 14-page report, Glass Lewis commented that the Board "conducted a very lengthy and extensive strategic review process prior to entering into the proposed arrangement agreement with Petroflow." Glass Lewis continued: "We note the termination fee in the arrangement agreement should not represent too great of a hurdle for a potential competing bidder to overcome, in our view. Yet since the initial announcement of the arrangement agreement back in December 2013, and to the best of our knowledge, no other party has made a competing offer for the Company."

"In fact, we note that from December 9, 2013 up to the publication date of our Proxy Paper, the Company's NYSE-listed stock price has not closed above the implied merger value, which suggests to us that most investors and shareholders likely believe that Petroflow's offer represents a full and fair value for the Company. Based on these factors and absent a superior buyout offer, we believe that the proposed arrangement agreement is in the best interests of the Company's shareholders. Accordingly, we recommend that shareholders vote FOR this proposal." 1

(1) Consent to quote the Glass Lewis report was neither sought nor obtained.

How to vote

Every share voted is very important. Equal Shareholders are encouraged to vote as soon as possible.

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