Niocorp Developments Ltd (NB)

[PutzMueler]

in the last paragraph it says.

"The securities have not been and will not be registered under the United States Securities Act of 1933 (the “1933 Act”), or any state securities laws, and may not be offered or sold within the United States, or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available. Hedging transactions involving these securities may not be conducted unless in compliance with the 1933 Act."

So why wont they be registered? I thought all shares have to be?
I must be confusing my registrations lol

https://web.tmxmoney.com/article.php?newsid=8760612053989628&qm_symbol=NB