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Last updated on April 18, 2014 at 11:01 EDT

Equal Energy Files Preliminary Information Circular and Proxy Statement

December 31, 2013

–Recommends Shareholders Vote to Approve Acquisition by Petroflow–

OKLAHOMA CITY, Dec. 31, 2013 /PRNewswire/ – Equal Energy Ltd. (“Equal” or the
“Company”) (NYSE: EQU) (TSX: EQU) today filed a preliminary information
circular and proxy statement recommending that Equal shareholders vote FOR an arrangement under which all of the issued and outstanding common
shares of Equal would be acquired by a wholly-owned subsidiary of
Petroflow Energy Corporation (“Petroflow”) for US$5.43 per Equal share.

“The arrangement is the culmination of a strategic review process which
was initiated when Montclair Energy, LLC made an unsolicited proposal
to acquire Equal on February 27, 2013 for US$4.00 per share,” said
Michael Doyle, Chairman of the Board of Directors. “Equal formed a
special committee of three independent directors which considered a
full range of strategic alternatives to maximize value for
shareholders. These alternatives included continuing as a going
concern, a management buyout, capital acceleration, a corporate sale,
an increased return of capital to shareholders by a dividend
distribution or share buyback, a foreign asset income trust, a master
limited partnership and an acquisition by an outside bidder.”

Equal’s Board of Directors unanimously recommends that the Equal
Shareholders read the proxy statement and vote FOR the arrangement. The date for the vote will be set when the information
circular and proxy statement is finalized following regulatory review.

Equal has filed with the Securities and Exchange Commission (the “SEC”)
a preliminary proxy statement in connection with the proposed
transaction, and once finalized Equal will furnish the proxy statement
to its shareholders. The preliminary proxy statement contains
important information about the proposed merger and related matters.
INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE PRELIMINARY PROXY
STATEMENT, AND, WHEN AVAILABLE, THE FINAL PROXY STATEMENT CAREFULLY.
Investors and shareholders may obtain free copies of the preliminary
proxy statement and other documents filed with the SEC by Equal through
the website maintained by the SEC at www.sec.gov. In addition, investors and shareholders may obtain free copies of the
preliminary proxy statement from Equal by telephone at (405) 242-6000,
or by mail at: Equal Energy Ltd., 4801 Gailardia Pkwy, Suite 325,
Oklahoma City, OK, 73142 Attn: Investor Relations.

The preliminary proxy statement has also been filed on the Canadian
SEDAR filing system at www.sedar.com, and is also available on Equal’s website at www.equalenergy.ca.

Equal and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the shareholders of
Equal in connection with the proposed transaction. Information
regarding the interests of these directors and executive officers in
the transaction described herein is included in the proxy statement
described above. Additional information regarding these directors and
executive officers is also included in Equal’s proxy statement for its
2013 Annual and Special Meeting of Shareholders, which was filed with
the SEC on April 4, 2013. This document is available free of charge at
the SEC’s web site at www.sec.gov, and from Equal by telephone at (405) 242-6000, or by mail at: Equal
Energy Ltd., 4801 Gailardia Pkwy, Suite 325, Oklahoma City, OK, 73142
Attn: Investor Relations.

Any Equal Shareholder that has questions or requires more information
with regard to the voting of Equal Shares should contact Kingsdale
Shareholder Services Inc. by toll-free telephone in North America at
1-866-581-1479 or collect call outside North America at 416-867-2272,
or by e-mail at contactus@kingsdaleshareholder.com.

About Equal Energy:

Equal Energy is an oil and gas exploration and production company based
in Oklahoma City, Oklahoma. Our oil and gas assets are centered on the
Hunton liquids-rich natural gas property in Oklahoma. Our shares are
listed on the New York Stock Exchange and the Toronto Stock Exchange
under the symbol (EQU). Our convertible debentures are listed on the
Toronto Stock Exchange under the symbols EQU.DB.B.

SOURCE Equal Energy Ltd.


Source: PR Newswire