Green Star Royalties acquires 3% royalty on Cerio

July 31, 2026, TORONTO, ON – TheNewswire - Green Star Royalties Ltd. (“ Green Star ”, or the “ Company ”) is pleased to announce the execution of several definitive agreements (the “ Agreements ”) with Cerio (“ Cerio ” and registered as Rockport Networks Inc.) to acquire a 3% gross revenue royalty (the “ Royalty ”) on Cerio’s current and future corporate-wide gross revenues. The Royalty has a total consideration of $3 million that was paid in cash to Cerio on execution of the Agreements. The Royalty is expected to deliver to Green Star quarterly revenues over a 10-year period. All amounts are in U.S. dollars unless otherwise indicated.

Investment Highlights

Operating business in Canada : Cerio is a private, operating company headquartered in Ottawa, Canada, that specializes in composable, fabric-based infrastructure for AI and cloud data centres.

Next generation accelerated green computing platform : Cerio’s hybrid hardware-software solution allows data centres to become more flexible, energy efficient, and cost-effective by allowing computing resources, such as GPUs and CPUs, to be managed dynamically and efficiently, leading to extended hardware lifespan.

Expansion of Green Star’s cleantech portfolio : The Royalty on Cerio’s innovative technology complements and diversifies Green Star’s existing portfolio of North American cleantech solutions, particularly in the rapidly growing AI and data centre sectors.

Aligned and defensive royalty structure : Green Star and Cerio have agreed to several defensive mechanisms, including a minimum quarterly revenue guarantee to be delivered over the 10-year royalty term.

Operating royalty with strong investment metrics : The Royalty will be immediately revenue-generating and is expected to provide significant net present value accretion, resulting in an attractive payback period to Green Star.

Alex Pernin, Chief Executive Officer of Green Star Royalties, commented: “We are proud to announce this non-dilutive investment into a transformative cleantech solution for the rapidly expanding AI usage and data centre buildout thematic. Cerio addresses a core challenge facing companies adopting AI, being how to scale computing efficiently without continuously increasing costs and emissions while depleting resources. Cerio’s technology allows existing computing resources to be used more efficiently while reducing idle capacity, directly lowering costs and improving performance and flexibility across AI and data-intensive workloads. Using idle capacity in data centres in turn reduces e-waste, extends the life of expensive equipment, and improves overall performance and energy consumption. Ensuring clean computing and green data centres will be essential for a sustainable future; that is why solutions like Cerio’s that optimize physical hardware footprints will become progressively more relevant in what is the most topical sector today.”

Phil Harris, Chief Executive Officer of Cerio, commented: “Cerio is pleased to welcome Green Star as a strategic investment partner. Both organizations share a commitment to advancing sustainable innovation while creating long-term stakeholder value. Green Star’s investment supports Cerio’s mission to transform AI infrastructure through technology that improves performance, scalability, and energy efficiency. The partnership further validates Cerio’s strategy of enabling more sustainable AI data centres while reducing the cost of deploying AI at scale. As Cerio continues to expand its leadership in AI infrastructure, Green Star’s investment strengthens our ability to accelerate commercial growth, broaden our market reach, and deliver continued innovation for our customers.”

Transaction Terms

Green Star acquired the Royalty for $3 million in cash paid to Cerio upon execution of the Agreements. In consideration of its investment, Green Star received a 3% Royalty on Cerio’s current and future corporate-wide gross revenues. The Royalty will be payable to Green Star in cash on a quarterly basis and has a 10-year term commencing immediately. As part of this transaction, Green Star and Cerio have agreed to several defensive mechanisms, including a minimum quarterly revenue guarantee. Cerio can also buy back the Royalty under certain conditions being met.

Cerio

Cerio develops hardware and software for composable disaggregated infrastructure (“ CDI ”). CDI disaggregates GPUs, CPUs, memory, and other computing components used in a data centre from their fixed physical server configurations and pools them into a shared fabric accessible across the data centre. This architecture eliminates the traditional constraint that accelerators must reside inside a server chassis, instead allowing resources to be provisioned dynamically based on clients’ workload demands. CDI aligns strongly with modern workloads such as AI training, inference, simulation, and research computing, where resource requirements fluctuate dynamically.

Cerio’s value proposition is centered on helping data centre operators and enterprise IT environments increase output from existing infrastructure while reducing unnecessary capital and operating costs. By enabling dynamic allocation of GPUs and other compute resources, Cerio fundamentally improves how data centre resources are accessed, allocated, and utilized. For instance, traditional data centres suffer from stranded capacity often exceeding 30%. CDI enables precise matching of resources to workloads, significantly increasing utilization rates to the 80-90% range. Furthermore, Cerio’s decoupling technology significantly reduces refresh-cycle costs while also allowing servers to remain in service significantly longer as they no longer need replacement with each new accelerator generation, thereby materially reducing e-waste.

From an energy efficiency and gains perspective, CDI reduces the need for excess servers and enables more efficient PCIe chassis deployments. Expected energy efficiency gains are estimated in the 15–35% range due to reduced waste and fewer unnecessary components. Additionally, separating heat-intensive components allows for better thermal distribution and reduces hotspot formation, improving operational stability while also potentially lowering cooling costs.

All information regarding Cerio was provided by Cerio, and additional information can be found on Cerio’s website at www.cerio.ai .

CONTACT INFORMATION

For more information, please visit our website at greenstarroyalties.com or contact:

About Green Star Royalties Ltd.

Green Star Royalties Ltd. is a royalty investment company that funds North American cleantech and carbon solutions. We provide shareholders with exposure to attractive decarbonization opportunities in top-tier jurisdictions, with a focus on nature-based and technological carbon removal, energy optimization, battery storage, material recycling, alternative energy and fuel generation, and other innovative solutions that help enable a net-zero economy. Our strategy is to create wealth through non-dilutive investments that prioritize stakeholder alignment, strong corporate governance and commitments to environmental stewardship to ensure a sustainable future. We are proud to have structured some of the world’s first cleantech and carbon royalties and our objective is to continue pioneering climate finance solutions.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

Certain statements in this news release may constitute "forward-looking statements" within the meaning of applicable Canadian securities laws. Forward-looking statements are statements that address or discuss activities, events or developments that the Company expects or anticipates may occur in the future. When used in this news release, words such as "estimates", "expects", "plans", "anticipates", "will", "believes", "intends" "should", "could", "may" and other similar terminology are intended to identify such forward-looking statements. Forward-looking statements in this news release include, without limitation, statements regarding the benefits to the Company of the Royalty, including future quarterly revenues and the future net present value, payback period and buy back thereof; Cerio and its business, including the future results of Cerio’s business and Cerio’s platform, including future innovation and the benefits thereof; and future market conditions for the cleantech industry, including the AI and data centre sectors, including the growth thereof; our strategy and future investments, future market conditions for carbon offset credits. Forward-looking statements are made based upon certain assumptions and other important factors that, if untrue, could cause the actual results, performances or achievements of Green Star to be materially different from future results, performances or achievements expressed or implied by such statements. Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be an accurate indication of whether or not such results will be achieved. A number of assumptions, risks and other factors could cause actual results, performances or achievements to differ materially from such forward-looking statements, including, without limitation, the materialization of the expected benefits of the Royalty to the Company, the ability of Cerio to meet expectations for the future performance of Cerio, and its business, including the development and innovations relating to its platform, the AI and data centre sectors, including the growth thereof, changes in business plans and strategies, market conditions, ongoing market disruptions caused by the Ukraine and Russian conflict, carbon pricing and carbon tax legislation and regulations, risks inherent to the development of the ESG-related investments and the creation, marketability and sale of carbon offset credits by the parties, the potential value of mandatory and voluntary carbon markets and carbon offset credits, including carbon offsets, risks inherent to royalty companies, title and permitting matters, operation and development risks relating to the parties which develop, market and sell the carbon offset credits from which Green Star will receive royalty payments, regulatory restrictions, activities by governmental authorities (including changes in taxation), currency fluctuations, the global, federal and provincial social and economic climate in particular with respect to addressing and reducing global warming, natural disasters and global pandemics, dilution, the market ability of Green Star to undertake a go-public transaction in the future, the nature of the governance rights between Green Star and its shareholders in the operation and management of Green Star. These assumptions and risks, as well as others, could cause actual results and events to vary significantly. Accordingly, readers should exercise caution in relying upon forward-looking statements and the Company undertakes no obligation to publicly revise them to reflect subsequent events or circumstances, except as required by law.

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