$ Š Š Common Shares

A copy of this amended and restated preliminary prospectus has been filed with the securities regulatory authorities in each of the provinces and territories of Canada but has not yet become final for the purpose of the sale of securities. Information contained in this amended and restated preliminary prospectus may not be complete and may have to be amended. The securities may not be sold until a receipt for the prospectus is obtained from the securities regulatory authorities. No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. The securities offered hereby have not been, and will not be, registered under the United States Securities Act of 1933, as amended (“U.S. Securities Act”), or any state securities laws and, subject to certain exceptions, may not be offered or sold in the United States or to a U.S. person (as defined in Regulation S under the U.S. Securities Act (“Regulation S”)). See “Plan of Distribution”. AMENDED AND RESTATED PRELIMINARY PROSPECTUS DATED JUNE 12, 2012 AMENDING AND RESTATING THE PRELIMINARY PROSPECTUS DATED MAY 18, 2012 Initial Public Offering and Secondary Offering June 12, 2012 $ Š Š Common Shares This prospectus qualifies the distribution of an aggregate of Š common shares (“Common Shares”) in the capital of Gateway Casinos & Entertainment Limited (“Company”), consisting of a treasury issuance by the Company of Š Common Shares (the “Treasury Offering”) and a secondary offering (the “Secondary Offering”, and together with the Treasury Offering, the “Offering”) of Š Common Shares held by the Catalyst Capital Funds (as defined herein), TOP V New World Holdings LLC (“TOP V Holdings”) the Royal Bank of Canada (“RBC”) and the Babson Funds (as defined herein) (collectively, the “Selling Shareholders”) at a price of $ Š per Common Share (the “Offering Price”). Gateway will not receive any proceeds from the Secondary Offering. Common Shares are being offered by TD Securities Inc. (“TD”), BMO Nesbitt Burns Inc. (“BMO”), J.P. Morgan Securities Canada Inc. (“J.P. Morgan”) and Scotia Capital Inc. (“Scotiabank”) (collectively, the “Lead Underwriters”) on their own behalf and on behalf of CIBC World Markets Inc., GMP Securities L.P., Goldman Sachs Canada Inc. (“Goldman Sachs”), Macquarie Capital Markets Canada Ltd. (“Macquarie”), Morgan Stanley Canada Limited (“Morgan Stanley”), Raymond James Ltd. (“Raymond James”), and Canaccord Genuity Corp. (collectively, with the Lead Underwriters, the “Underwriters”) pursuant to an agreement between the Company, the Selling Shareholders and the Underwriters dated Š , 2012 (the “Underwriting Agreement”). There is currently no market through which Common Shares may be sold and purchasers may not be able to resell Common Shares purchased under this prospectus. This may affect the pricing of the securities in the secondary market, the transparency and availability of trading prices, the liquidity of Common Shares, and the extent of issuer regulation. See “Risk Factors”. Gateway has applied to list the Common Shares distributed under this prospectus on the Toronto Stock Exchange (“TSX”) under the symbol “GTW”. Listing will be subject to Gateway fulfilling all the listing requirements of the TSX. In connection with the Offering, the Underwriters may, subject to applicable law, over-allot or effect transactions that stabilize or maintain the market price of Common Shares at levels other than those which otherwise might prevail on the open market. The Underwriters may offer Common Shares at a price lower than that stated above. Any such reduction in price will not affect the proceeds received by the Company or the Selling Shareholders. Such transactions, if commenced, may be discontinued at any time. See “Plan of Distribution”. An investment in Common Shares is subject to a number of risks that should be considered by a prospective purchaser. Prospective purchasers should carefully consider the risk factors described under “Risk Factors” before purchasing Common Shares. Price: $ Š per Common Share Net Proceeds Net Proceeds Price to the Underwriting to the to the Selling Public(2) Commissions Company(3) Shareholders(4) Per Common Share ............................................... $ Š $ Š $ Š $ Š Total Offering(1) ................................................. $ Š $ Š $ Š $ Š Notes: (1) The Selling Shareholders have agreed to grant to the Underwriters an option (the “Over-Allotment Option”), exercisable in whole or in part at any time and from time to time for a period of 30 days following the closing of the Offering (the “Closing”), to purchase up to an additional Š Common Shares (representing approximately 15% of the Common Shares offered pursuant to the Offering), on the same terms as set forth above solely to cover over-allotments, if any, and for market stabilization purposes. The Company has agreed to pay commissions payable to the Underwriters in the amount of $ Š , and the Selling Shareholders have agreed to pay commissions payable to the Underwriters in the amount of $ Š or, if the Over- Allotment Option is exercised in full, $ Š , (the “Underwriting Commissions”). If the Over-Allotment Option is exercised in full, the total “Price to the Public”, “Underwriting Commissions” and “Net Proceeds to the Selling Shareholders” will be $ Š ,$ Š and $ Š , respectively. This prospectus qualifies the grant of the Over-Allotment Option and the distribution of Common Shares upon the exercise of the Over- Allotment Option. A prospective purchaser who acquires Common Shares forming part of the Underwriters’ over-allocation position acquires those Common Shares under this prospectus, regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases. See “Plan of Distribution” and “Principal Shareholders and Selling Shareholders”. (2) The Offering Price has been determined by negotiation among the Company, the Selling Shareholders and the Underwriters. (3) After deducting the Underwriting Commissions payable by the Company, but before deducting expenses of the Offering estimated to be $ Š , which the Company will pay out of the proceeds it receives from the Treasury Offering. (4) Each of the Selling Shareholders will be responsible for the payment of the Underwriting Commissions payable in respect of Common Shares sold by such Selling Shareholder; however, the Selling Shareholders will not be responsible for any further fees or expenses of the Underwriters in connection with the Offering as the Selling Shareholders, other than RBC and the Babson Funds have the right to participate in the Offering pursuant to the Company’s existing Shareholder Agreement. See “Existing Shareholder Arrangements”. The following table sets out the number of Common Shares that may be sold by the Selling Shareholders to the Underwriters pursuant to the exercise of the Over-Allotment Option: Maximum number of Common Shares Underwriter’s Position Available Exercise Exercise Price Over-Allotment Option Š Within 30 days following the closing of the Offering $ Š per Common Share Unless otherwise indicated, all information in this prospectus assumes that the Over-Allotment Option will not be exercised. The Underwriters, as principals, conditionally offer Common Shares qualified under this prospectus, subject to prior sale, if, as and when issued by the Company and sold by the Selling Shareholders and accepted by the Underwriters in accordance with the conditions contained in the Underwriting Agreement referred to under the heading “Plan of Distribution” and subject to the approval of certain legal matters on behalf of the Company by Bennett Jones LLP and on behalf of the Underwriters by McCarthy Tétrault LLP. TD, BMO, J.P. Morgan, Macquarie, Morgan Stanley and Raymond James are affiliates of financial institutions that are members of a syndicate of lenders under the Existing Senior Secured Credit Facility (as defined herein) available to the Company and affiliates of Scotiabank and Goldman Sachs beneficially own certain of the Company’s outstanding Notes (as defined herein) that will be partially redeemed with the proceeds of the Offering. In addition, each of the Lead Underwriters are affiliates of financial institutions that are members of a syndicate of lenders that intend to participate as lenders under the New Senior Secured Credit Facility (as defined herein), available to the Company. An affiliate of Goldman Sachs holds an approximate 7% indirect equity interest in the Company through CFLP III, and affiliates of Macquarie directly or indirectly own or manage a 1% interest in the Common Shares of the Company. Accordingly, in connection with the Offering and pursuant to applicable securities legislation, the Company may be considered a “connected issuer” of each of the foregoing Underwriters for the purposes of securities regulations in certain provinces and territories of Canada. See “Relationship Between the Company and Certain Underwriters”. Subscriptions for Common Shares will be received subject to rejection or allotment, in whole or in part, and the Underwriters’ reserve the right to close the subscription books at any time without notice. The closing date of the Offering is expected to occur on or about Š , 2012 or such other date as the Company

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