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Careers at Gateway

Selling Stockholders. We believe Free Cash Flow and Free Cash Flow Conversion are non-IFRS measures that are meaningful to investors as they are useful measures of performance and we use these measures as an indication of the strength of our business model and our ability to generate cash. Morgan Stanley. Estimated solely for purpose of calculating the amount of registration fee pursuant to Rule o of the Securities Act of , as amended. Table of Contents The information in this prospectus is not complete and may be changed. Alexander D. You should not assume that the information contained in this prospectus is accurate as of any date other than its date. In making an investment decision, investors must rely on their own examination of our results and consult with their own professional advisors. Therefore, readers are cautioned that the Non-IFRS Financial Measures do not have a standardized meaning and should not be used in isolation or as a substitute for net loss income, cash flows from operating activities or other income or cash flow statement data prepared in accordance with IFRS. We and the selling shareholders are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. The forward-looking statements made in this prospectus relate only to events or information as of the date on which the statements are made in this prospectus. Current Properties Overview. Company Overview. Unless indicated otherwise, our financial information in this prospectus has been prepared on a basis consistent with IFRS as issued by the International Accounting Standards Board. Any representation to the contrary is a criminal offense. Identification Number. If this Form is a post-effective amendment filed pursuant to Rule d under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. We also believe that securities analysts, investors and other interested parties frequently use these Non-IFRS Financial Measures in the evaluation of issuers similar to us. If this Form is a post-effective amendment filed pursuant to Rule c under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. You should read this prospectus and the documents that we reference in this prospectus and have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results or performance may be materially different from what we expect. Washington, D. These measures are not recognized measures under IFRS and do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. This summary does not contain all of the information you should consider before investing in our common shares. Additionally, as used in this prospectus, the following terms have the meanings set forth below:. Our business, financial condition, results of operations and prospects may have changed since that date. Offering Price 1 2. As part of our Ontario expansion plan, we expect to develop two additional gaming properties in North Bay and the Kenora area in the North Bundle, which, along with the development of a third property in Wasaga Beach in the Central Bundle and a proposed new build in Delta, British Columbia, would bring our total number of properties to Table of Contents The following map presents our property footprint and key operating and financial highlights across British Columbia, Alberta and Ontario:. Underwriting Discounts. While we believe that the market data, industry forecasts and similar information included in this prospectus are generally reliable, such information is inherently imprecise. We have a leading market position in each of the markets in which we operate. Not Applicable. We also operate in six CGC properties, three of which are owned and three of which are leased.{/INSERTKEYS}{/PARAGRAPH} Each brand offers a distinct experience to our customers. We are responsible for the information contained in this prospectus and in any free writing prospectus we prepare or authorize. This prospectus includes our audited annual consolidated financial statements as well as our unaudited condensed consolidated interim financial statements, or the Financial Statements. Lynch, Esq. These Non-IFRS Financial Measures are used to provide investors with supplemental measures of our operating performance and thus highlight trends in our core business that may not otherwise be apparent when relying solely on IFRS measures. Common shares, no par value per share. In British Columbia, we are one of the most diversified gaming and entertainment companies based on both the number of properties and gaming positions. The Non-IFRS Financial Measures have limitations as analytical tools and should not be considered in isolation from, or as an alternative to, net income, cash flow from operations or other data prepared in accordance with IFRS. Indicate by check mark whether the registrant is an emerging growth company as defined in Rule of the Securities Act of If an emerging growth company that prepares its financial statements in accordance with U. We will not receive any proceeds from the sale of common shares by the selling shareholders in this offering. Per share. Our properties are generally branded according to market size, market growth potential and local community character, with proximity to our other brands also playing a key role in the decision process. In Alberta, we are one of the largest gaming operators in the Edmonton region, where we operate two properties in prime, high-traffic entertainment districts. This prospectus refers to certain non-IFRS measures including financial measures commonly used by financial analysts in evaluating the financial performance of companies, including companies in the gaming industry. Amount of. We are not selling any common shares in the offering. {PARAGRAPH}{INSERTKEYS}Registration No. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule under the Securities Act of , check the following box. These forward-looking statements are subject to risks, uncertainties and assumptions, some of which are beyond our control. The chart below summarizes some of the key attributes of each of our current gaming properties and the expiration date of the operating agreements that we have entered into with the BCLC and OLG and licenses from. Investing in the common shares involves risks. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. Commissions 1. New York, New York Approximate date of commencement of proposed sale to the public : As soon as practicable after this Registration Statement becomes effective. Neither we, the selling shareholders nor any of the underwriters have authorized anyone to provide you with different information, and neither we, the selling shareholders nor any of the underwriters take responsibility for any other information others may give you. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted. Copies of all communications, including communications sent to agent for service, should be sent to:. Generally, the Table Drop is an indicator of our gaming business; however, over the short-term, the Table Drop is subject to shifts in customer behavior around buying, retaining and cashing-in of casino chips;. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or operating results. New York, NY Name, address, including zip code, and telephone number, including area code, of agent for service. All other trademarks used in this prospectus are the property of their respective owners. For purposes of this prospectus, these terms are defined as follows:. We actively look for opportunities to expand and enhance our existing properties and to acquire and develop additional properties. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. Includes the aggregate offering price of additional common shares that may be acquired by the underwriters. This proprietary branding strategy is meant to associate our properties with exciting local entertainment experiences, which serves to attract new customers and drive increased visitation and loyalty from existing customers. In total, our current properties including properties leased by us have over one million square feet of gaming space in which we offer 13, slot machines, table games, including 48 poker tables, and bingo seats. We also provide operational services at three of the nine gaming properties on Vancouver Island and are the only service provider with casinos in the Thompson-Okanagan region of British Columbia, where we provide operational services at properties located in Kelowna, Vernon, Penticton and Kamloops. The financial information has been derived from our financial statements for the nine months ended September 30, In March , we launched our first Playtime property and are in the process of rebranding smaller properties into the Playtime brand. Registration Fee 3. As a result of the acquisition of the North and Southwest Bundles from the OLG each as defined herein , the year ended December 31, may not be comparable to the year ended December 31, We have made rounding adjustments to some of the figures included in this prospectus. Calculated pursuant to Rule o based on an estimate of the proposed maximum aggregate offering price. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that preceded them. None of the financial statements were prepared in accordance with generally accepted accounting principles in the United States. Our management also uses these Non-IFRS Financial Measures in order to facilitate operating performance comparisons on a consistent basis from period to period, to provide a more complete understanding of factors and trends affecting our business, to prepare annual operating budgets and forecasts and to determine components of management compensation. We have demonstrated a track record of successfully operating, developing and acquiring gaming properties and contributing to the communities in which we live and work. Accordingly, these measures should not be considered in isolation nor as a substitute for analysis of our financial information reported under IFRS. In addition, these forward-looking statements reflect our current views with respect to future events and are not a guarantee of future performance. This branding strategy has been implemented at most of our British Columbia and Alberta properties and we are targeting full implementation in Ontario by Our Principal Casino Brands. The information in this prospectus is only accurate as of the date of this prospectus. Cogency Global Inc. We are one of the largest and most diversified gaming and entertainment companies in Canada, based on both number of properties and number of gaming positions. We publish our consolidated financial statements in Canadian dollars. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful or complete. This prospectus contains forward-looking statements that relate to our current expectations and views of future events. Neither we, the selling shareholders nor any of the underwriters have independently verified the accuracy or completeness of any third-party information. This summary highlights principal features of the Offering and certain information contained elsewhere in this prospectus. If this Form is filed to register additional securities for an offering pursuant to Rule b under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Form F Exact Name of Registrant as Specified in its Charter.