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Cogeco Communications Announces Private Offering of $325 Million 4.743% Senior Secured Notes

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/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE U.S./

MONTRÉAL, Feb. 4, 2025 /CNW/ – Cogeco Communications Inc. (TSX: CCA) (“Cogeco Communications” or the “Corporation”) announced today that it has priced an offering of $325 million aggregate principal amount of 4.743% senior secured notes due February 6, 2035 (the “Notes”).

The Notes are being offered through an agency syndicate consisting of BMO Nesbitt Burns Inc. and CIBC World Markets Inc., as joint bookrunners and co-lead managers, and including National Bank Financial Inc., as co-lead manager, and Desjardins Securities Inc., Merrill Lynch Canada Inc., RBC Dominion Securities Inc., MUFG Securities (Canada), Ltd., TD Securities Inc. and Casgrain & Company Limited, as co-managers.

The offering is expected to close on or about February 6, 2025, subject to customary closing conditions. Cogeco Communications intends to use the net proceeds of the offering to repay existing indebtedness and for other general corporate purposes.

The Notes will be direct and unsubordinated secured debt obligations of Cogeco Communications and will rank equally and pari passu, with all other secured senior indebtedness of Cogeco Communications.

The Notes have been assigned a provisional rating of “BBB (low)” from DBRS Limited (DBRS Morningstar) with a “Stable” trend and Cogeco Communications expects that the Notes will receive a rating of “BBB-” from Standard & Poor’s Ratings Services. The Notes are being offered in Canada on a private placement basis in reliance upon exemptions from the prospectus requirements under applicable securities legislation.

The Notes have not been and will not be qualified for sale to the public under applicable securities laws in Canada and, accordingly, any offer and sale of the Notes in Canada will be made on a basis which is exempt from the prospectus requirements of such securities laws. The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any other jurisdiction, and may not be offered or sold in the United States absent registration under, or an applicable exemption from the registration requirements of, the U.S. Securities Act. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any offer to sell or a solicitation of an offer to buy any securities in any jurisdiction where it is unlawful to do so.

ABOUT COGECO COMMUNICATIONS INC.

Cogeco Communications Inc. is a leading telecommunications provider committed to bringing people together through powerful communications and entertainment experiences. We provide world-class Internet, video and wireline phone services to 1.6 million residential and business subscribers in Canada and thirteen states in the United States. We also offer wireless services in most of our U.S. operating territory. Our services are marketed under the Cogeco and oxio brands in Canada, and under the Breezeline brand in the U.S. We take pride in our strong presence in the communities we serve and in our commitment to a sustainable future. Cogeco Communications Inc.’s subordinate voting shares are listed on the Toronto Stock Exchange (TSX: CCA).

FORWARD-LOOKING STATEMENTS

Certain statements contained in this press release may constitute forward-looking information within the meaning of securities laws. Forward-looking information may relate to Cogeco Communications, future outlook and anticipated events, business, operations, financial performance, financial condition or results and, in some cases, can be identified by terminology such as “may”; “will”; “should”; “expect”; “plan”; “anticipate”; “believe”; “intend”; “estimate”; “predict”; “potential”; “continue”; “foresee”, “ensure” or other similar expressions concerning matters that are not historical facts. Particularly, statements with respect to the offering of Notes and the intended timing and completion thereof, and the expected use of the net proceeds of the offering of Notes are forward-looking statements. These statements are based on certain factors and assumptions including expected satisfaction or waiver of the conditions to closing the offering of Notes on the expected timeline, which Cogeco Communications believes are reasonable as of the current date. While management considers these assumptions to be reasonable based on information currently available to the Corporation, they may prove to be incorrect. Forward-looking information is also subject to certain factors, including risks and uncertainties that could cause actual results to differ materially from what Cogeco Communications currently expects. These factors include risks such as the failure to satisfy the conditions to the completion of the offering of Notes, as well as general market conditions, competitive risks (including changing competitive and technology ecosystems and disruptive competitive strategies adopted by our competitors), business risks, regulatory risks, tax risks, technology risks (including cybersecurity), financial risks (including variations in currency and interest rates), economic conditions (including inflation pressuring revenue, reduced consumer spending and increasing costs), talent management risks (including the highly competitive market for a limited pool of digitally skilled employees), human-caused and natural threats to the Corporation’s network (including increased frequency of extreme weather events with the potential to disrupt operations), infrastructure and systems, sustainability and sustainability reporting risks, ethical behavior risks, ownership risks, litigation risks and public health and safety, many of which are beyond the Corporation’s control. For more exhaustive information on these risks and uncertainties, the reader should refer to the “Uncertainties and main risk factors” section of the Corporation’s fiscal 2024 annual Management’s Discussion and Analysis (“MD&A”) and first quarter of fiscal 2025 MD&A. The closing of the offering is subject to general market and other conditions and there can be no assurance that the offering will be completed or that the terms of the offering will not be modified. These factors are not intended to represent a complete list of the factors that could affect Cogeco Communications and future events and results may vary significantly from what management currently foresees. The reader should not place undue importance on forward-looking information contained in this press release and the forward-looking statements contained in this press release represent Cogeco Communications’ expectations as of the date of this press release (or as of the date they are otherwise stated to be made) and are subject to change after such date. While management may elect to do so, the Corporation is under no obligation (and expressly disclaims any such obligation) and does not undertake to update or alter this information at any particular time, whether as a result of new information, future events or otherwise, except as required by law.

INFORMATION:
Patrice Ouimet
Chief Financial Officer
Cogeco Communications Inc.
(514) 764-4700
patrice.ouimet@cogeco.com

Troy Crandall
Head, Investor Relations
Cogeco Communications Inc.
(514) 764-4600
troy.crandall@cogeco.com 

SOURCE Cogeco Communications Inc.

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LOWELL OBSERVATORY RECOGNIZED AS ONE OF THE WORLD’S 100 GREATEST PLACES BY TIME

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FLAGSTAFF, Ariz., March 13, 2025 /PRNewswire/ — Today, TIME recognized Lowell Observatory in its annual list of the World’s Greatest Places, which highlights 100 extraordinary destinations to visit and stay. 

“Each year, TIME solicits nominations of places—including hotels, cruises, restaurants, attractions, museums, parks, and more—from its international network of correspondents and contributors, as well as through an application process, with an eye toward those offering new and exciting experiences,” describes the introduction to the list. “The result: 100 extraordinary destinations to stay and to visit this year.” Special consideration is given to new experiences.

Lowell Observatory, included in the “Places to Visit” section of the list, is highlighted in the introduction, “In Flagstaff, Ariz., The Lowell Observatory—famous as the site of Pluto’s discovery—now features an open-air planetarium, where visitors can get live commentary on that night’s sky from the comfort of heated seats.”

Lowell Observatory has been a leading center of astronomical research and education since its founding in 1894. The open-air planetarium is part of Lowell’s new public education facility, the Marley Foundation Astronomy Discovery Center, which opened this past November.

This recognition from TIME comes on the heels of Lowell Observatory also being voted as Newsweek’s Best Science Museum on March 6.

“Congratulations to Lowell Observatory for being named by TIME as one of the world’s 100 greatest places this year,” said Arizona Senator Mark Kelly. “For more than a century, Lowell Observatory has been at the forefront of space exploration and scientific discovery, inspiring generations of astronomers and deepening our understanding of the universe. This well-deserved honor reflects its lasting contributions to science and education. I am proud that Arizona is home to this world-class institution, and I look forward to seeing Lowell Observatory continue to push the boundaries of discovery.”

Arizona Governor Katie Hobbs said, “Congratulations to Lowell Observatory on this well-deserved recognition. For over 130 years, Lowell has led the way in astronomical research and education. It stands as a crown jewel of Arizona, yet its impact reaches far beyond, shaping science, education, the economy, and culture worldwide.”

Lowell Observatory was the first permanent scientific organization established in Flagstaff and laid the groundwork for the community to grow into a major center for astronomical research and education that now includes Northern Arizona University, the United States Geological Survey Flagstaff Science Campus, the Naval Observatory Flagstaff Station, and Coconino Community College, as well as the Flagstaff Dark Sky Coalition.

“The world will now know what Flagstaff has known for more than 100 years,” said Flagstaff Mayor Becky Daggett. “Planetary scientists and astronomers at Lowell Observatory are not only conducting innovative research, but the observatory’s education team is translating it into thrilling firsthand programming. The new Astronomy Discovery Center at Lowell Observatory guarantees that future planetary scientists and astronomers will be created right here in Flagstaff.”

TIME’s announcement comes on the 170th anniversary of the birth of Lowell Observatory founder Percival Lowell, who was born on March 13, 1855, and the announcement of Lowell Observatory’s discovery of Pluto on March 13, 1930.

“We are honored to be named as one of the world’s greatest places,” said Lowell Observatory Executive Director Dr. Amanda Bosh. “We think of Lowell Observatory as a portal between our world and other places in our solar system, galaxy, and universe. Our research brings space closer to us through our understanding of it, and we invite the public to join us in exploring the wonders of our universe as well.”

Links:
Lowell Observatory: lowell.edu
TIME Listing for Lowell Observatory: time.com/collections/worlds-greatest-places-2025/7263157/lowell-observatory
TIME World’s Greatest Places Full List: time.com/worldsgreatestplaces
Newsweek Announcement: newsweek.com/readerschoice/best-science-museum-2025
Flagstaff, Arizona: discoverflagstaff.com 

About Lowell Observatory
Founded in 1894, Lowell Observatory in Flagstaff, Arizona, is a renowned nonprofit research institution. It is the site of historic and groundbreaking discoveries, including the first evidence of the expanding universe and the discovery of Pluto. Today, Lowell’s astronomers utilize global ground-based and space telescopes, along with NASA spacecraft, for diverse astronomical and planetary science research. The observatory hosts more than 100,000 visitors annually for educational tours, presentations, and telescope viewing through a suite of world-class public telescopes.

About Flagstaff, Arizona
Flagstaff is a four-season destination that provides an ideal home base for visitors to explore some of the most spectacular scenery in the world, including the Grand Canyon and other national parks and monuments, Route 66, a charming historic downtown with trains, shopping, art galleries, events, music, restaurants and nightlife. This mountain town is the world’s first international dark-sky city and is also in the world’s largest ponderosa pine forest and surrounded by Native American culture. Please stay and play responsibly.

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SOURCE Lowell Observatory

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Statement From the Minister of Energy and Natural Resources on Atlantic Canada’s Hydrogen Opportunity

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OTTAWA, ON, March 13, 2025 /CNW/ – Hydrogen is expected to play a key role in powering the economy going forward, and momentum is underway around the world to secure strong, reliable suppliers. Clean hydrogen has the potential as an efficient fuel source to revolutionize key sectors, including heavy industry, energy production and transportation. With the demand for clean hydrogen projected to increase — projections indicate at least a tenfold increase in demand over the next three decades — Canada is uniquely positioned to meet this need. Atlantic Canada in particular is already seeing significant movement to seize the economic opportunity this presents for the region and is expected to create thousands of jobs.

By building on Canada’s long expertise in this area, along with the federal government’s strong support in this space, including the release of Canada’s first-ever hydrogen strategy, and Canada’s natural position as a leader in the resources necessary for clean and efficient production, countries like Germany are looking to Canada as reliable supplier of hydrogen they need to power their economy.

In March 2024, Canada and Germany signed an agreement to establish a jointly supported bilateral window to accelerate commercial-scale hydrogen trade, secure early access for clean Canadian hydrogen producers in the German market and support the good jobs that come with it while strengthening our two countries’ efforts to fight climate change and enhance energy security. Since then, we have made significant progress toward realizing these goals. In July 2024, the Government of Canada committed up to $300 million to this initiative to support clean hydrogen trade with Germany, with a matching $300-million contribution from Germany.

Last fall, the proposed auction parameters for the Canada–Germany clean hydrogen window were submitted to the European Commission. Canada has since been working collaboratively with Germany and the European Commission to complete the review of these parameters and allow the competitive auction process to be launched as soon as possible.

To support a strong hydrogen industry in Atlantic Canada, the federal government, working with provinces, has taken significant strides over the last year. In fall 2024, the federal government passed Bill C-49, which will help unlock the enormous potential of offshore renewable energy, which will enable the development of hydrogen and generate thousands of jobs while attracting billions in investment and creating new economic opportunities in Nova Scotia and Newfoundland and Labrador.

This legislation built on work that had already been done to unlock the power of offshore wind in Atlantic Canada, including the regional assessments, which published final reports earlier this year, laying the foundation for development of offshore wind in the region. Nova Scotia has passed mirror legislation, which came into force at the end of January 2025, which will allow it to deliver on its goal of conducting a first call for bids for offshore wind in 2025. Similar legislation is making its way through the Newfoundland and Labrador legislature.

In addition, the federal government has made investments over the past year to spur development of Atlantic Canada’s vast offshore wind potential. Canada, Nova Scotia and Newfoundland and Labrador also joined the Global Offshore Wind Alliance, which will allow us to gather lessons learned from countries with long-established offshore wind industries and to accelerate development.  

Canada’s abundant natural resources, reliable economy, skilled workers, long history as a leader in the hydrogen space and commitment to sustainability give us a competitive advantage with our international partners. Momentum is underway, and Atlantic Canada hydrogen players are well positioned to seize on these export opportunities. They will use Atlantic Canada’s abundant and untapped wind resources and immediate proximity to Atlantic shipping routes to build on our history as a reliable supplier and continue to power the world with the energy it needs.

The Honourable Jonathan Wilkinson
Minister of Energy and Natural Resources

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SOURCE Natural Resources Canada

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Angel Reaches Milestone of 1 Million Guild Members

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Over 1 Million People in 170 Countries are Supporting Films, Series, Filmmakers, and Entertainment Content that Amplifies Light

PROVO, Utah, March 13, 2025 /PRNewswire/ — Angel, the film & TV tech platform curated by the Angel Guild, has reached a milestone with over one million paying Angel Guild members. These Guild members are participating in changing the film industry by voting on what projects are brought to both big and small screens.

 

Angel is a movement seeking to replace the Hollywood gatekeepers with the audience. – Jeffrey Harmon

“Angel is a movement seeking to replace the Hollywood gatekeepers with the audience. As the Chief Content Officer, I cannot greenlight a film unless it is first approved by our Guild members. There are no exceptions,” said Jeffrey Harmon, Co-founder and CCO. “The Angel Guild has three purposes. One, as Guild members, you approve every movie and TV series on Angel. Two, as a premium member, you support every Angel release in theaters by using your two complimentary movie tickets. Number three, your Angel Guild membership helps fund future films. And the results speak for themselves, Angel movies have the highest average audience score on Rotten Tomatoes of any major studio at 93%.”

In the month of February, over 350,000 viewers joined the Angel Guild community. This growth is due in part to an influx of new stories to the site, with over 13 movies, 54 episodes, and multiple specials posted since the beginning of the year.

Angel Guild members are important players in every part of Angel’s business model. Guild members vote on the hundreds of concept videos (“torches”) and completed films that filmmakers submit to Angel. Angel cannot sign a distribution deal with any filmmaker without first getting the Guild members’ approval. Unlike executives at major film studios, Angel has empowered Guild members to decide what the company releases in theaters or on their streaming apps. Guild members also get a variety of additional benefits, including full access to stream Angel’s growing library with new multiple movies and series released every week.

This milestone parallels the new film RULE BREAKERS releasing in theaters nationwide, achieving an A CinemaScore, a 97% PopcornMeter score, and a 81% Critics Score on Rotten Tomatoes. On the horizon, the animated epic THE KING OF KINGS is expected to launch in at least 40 international markets beginning April 11, with at least an additional 50 markets in the following months, and THE LAST RODEO is expected to reach theaters by Memorial Day.

# # #

About Angel Studios: Angel Studios is a values-based distribution company for stories that amplify light to mainstream audiences. Through the Angel Guild, one million members choose which film and television projects the studio will market and distribute. Memberships also help fund filmmakers telling stories that amplify light. Learn more at Angel.com

Additional Information and Where to Find It
In connection with the proposed business combination transaction between Southport Acquisition Corporation (“Southport“) and Angel Studios, Southport filed a registration statement on Form S-4 (as it may be amended, the “Registration Statement”) with the Securities and Exchange Commission (“SEC”) on November 12, 2024, which includes a preliminary prospectus and joint proxy statement of Southport and Angel Studios, referred to as a joint proxy statement/prospectus. The Registration Statement has not yet become effective. When available, a final joint proxy statement/prospectus will be sent to all Southport and Angel Studios stockholders. Southport and Angel Studios will also file other documents regarding the proposed transaction with the SEC. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ, WHEN AVAILABLE, THE REGISTRATION STATEMENT, THE JOINT PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to obtain free copies of the Registration Statement, the joint proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by Southport and Angel Studios (when available) through the website maintained by the SEC at http://www.sec.gov. The documents filed by Southport with the SEC also may be obtained free of charge upon written request to 8 Bolling Place, Greenwich, CT 06830. The documents filed by Angel Studios with the SEC also may be obtained free of charge on Angel Studios’ website at https://www.angel.com/legal/sec-filings or upon written request to 295 W Center Street, Provo, UT 84601.

Participants in Solicitation
Southport, Angel Studios and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about the directors and executive officers of Southport, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in Southport’s Annual Report on Form 10-K for its fiscal year ended December 31, 2023, which was filed with the SEC on April 1, 2024, under the headings “Directors, Executive Officers and Corporate Governance,” “Executive Compensation,” “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” and “Certain Relationships and Related Transactions, and Director Independence.” To the extent holdings of Southport common stock by the directors and executive officers of Southport have changed from the amounts of Southport common stock held by such persons as reflected therein, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Information about the directors and executive officers of Angel Studios, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in Angel Studios’ amended Form 10, which was filed with the SEC on May 13, 2024, under the headings “Security Ownership of Certain Beneficial Owners and Management,” “Directors and Executive Officers,” “Executive Compensation,” and “Certain Relationships and Related Transactions, and Director Independence.” To the extent holdings of Angel Studios common stock by the directors and executive officers of Angel Studios have changed from the amounts of Angel Studios common stock held by such persons as reflected therein, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed transaction when such materials become available. Investors should read the joint proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of any of the documents referenced herein from Southport or Angel Studios using the sources indicated above.

No Offer or Solicitation
This communication shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction. This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act or an exemption therefrom.

Cautionary Statement Regarding Forward-Looking Statements
This communication may contain certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed transaction between Angel Studios and Southport. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this communication, including but not limited to: (i) the risk that the proposed transaction may not be completed in a timely manner or at all, which may adversely affect the price of the combined company’s securities, (ii) the risk that the proposed transaction may not be completed by Southport’s business combination deadline and the potential failure to obtain an extension of the business combination deadline, (iii) the failure to satisfy the conditions to the consummation of the proposed transaction, including the adoption of the Merger Agreement by the stockholders of Southport and Angel Studios, (iv) the lack of a third party valuation in determining whether or not to pursue the proposed transaction, (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, (vi) the effect of the announcement or pendency of the transaction on Angel Studios’ business relationships, operating results, and business generally, (vii) risks that the proposed transaction disrupts current plans and operations of Angel Studios or diverts management’s attention from Angel Studios’ ongoing business operations and potential difficulties in Angel Studios employee retention as a result of the announcement and consummation of the proposed transaction, (viii) the outcome of any legal proceedings that may be instituted against Angel Studios or against Southport related to the Merger Agreement or the proposed transaction, (ix) the ability to list the combined company’s securities on a national securities exchange in connection with the transaction, (x) the price of Southport’s securities may be volatile due to a variety of factors, including changes in the competitive and highly regulated industries in which Southport plans to operate or Angel Studios operates, variations in operating performance across competitors, changes in laws and regulations affecting Southport’s or Angel Studios’ business, and changes in the combined capital structure, (xi) the ability to implement business plans, forecasts, and other expectations after the completion of the proposed transaction, and identify and realize additional opportunities, (xii) the ability to recognize the anticipated benefits of the proposed transaction, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees, (xiii) the evolution of the markets in which Angel Studios competes, (xiv) the costs related to the proposed transaction, (xv) Angel Studios’ expectations regarding its market opportunities, (xvi) risks related to domestic and international political and macroeconomic uncertainty, including the RussiaUkraine conflict and the war in the Middle East, and (xvii) the risk of downturns and a changing regulatory landscape in the highly competitive industry in which Angel Studios operates. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of Southport’s and Angel Studios’ annual reports on Form 10-K and Form 10, respectively, and quarterly reports on Form 10-Q, the Registration Statement on Form S-4, including those under “Risk Factors” therein, and other documents filed by Southport and Angel Studios from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Angel Studios and Southport assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither Angel Studios nor Southport gives any assurance that either Angel Studios or Southport, or the combined company, will achieve its expectations.

Contact: press@angel.com

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SOURCE Angel Studios, Inc.

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