6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of November, 2016

Commission File Number: 0-55139

QUATERRA RESOURCES INC.
(Translation of registrant's name into English)

1100-1199 West Hastings Street
Vancouver, BC V6E 3T5 Canada
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

[ x ] Form 20-F   [   ] Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): []

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): []

SUBMITTED HEREWITH

Exhibits

99.1	Condensed Consolidated Interim Financial Statements for the the nine months ended September 30, 2016
99.2	Interim Management’s Discussion and Analysis
99.3	Certification of Interim Filings - CEO
99.4	Certification of Interim Filings - CFO

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	QUATERRA RESOURCES INC.
	(Registrant)
Date: November 10, 2016	By:	/s/ Lei Wang
		Lei Wang
	Title:	Chief Financial Officer

EX-99.1

(An Exploration Stage Company)

Condensed Consolidated Interim Financial Statements

September 30, 2016

(Unaudited - in U.S. Dollars, tabular amounts in thousands)

Notice of no auditor review

The accompanying condensed consolidated interim financial statements of Quaterra Resources Inc. for the nine months ended September 30, 2016 were prepared by management and have not been reviewed by its independent auditor.

Page 2 of 15

Quaterra Resources Inc.

Condensed Consolidated Interim Statements of Financial Position

(Unaudited - in thousands of U.S. Dollars)

	Note	September 30, 2016		December 31, 2015
Assets		$		$
Current assets:
Cash and cash equivalents		3,852		4,522
Short-term investments		2,000		-
Taxes and other receivable		2		5
Amounts due from Freeport-McMoRan Mineral Properties	3(d)	500		1,935
Amounts due from exploration partner		-		48
Marketable security	3(c)	144		-
Prepaid and deposits		28		81
		6,526		6,591
Non-current assets:
Equipment		4		14
Mineral properties	3	28,058		30,300
Reclamation bonds		70		52
		28,132		30,366
Total Assets		34,658		36,957
Liabilities
Current liabilities:
Accounts payable and accrued liabilities		143		526
Convertible notes	5	548		379
Loan payable	4	534		515
Derivative liability - warrants	6	54		-
		1,279		1,420
Non-current liability
Derivative liability - warrants	6	650		1,392
		650		1,392
Total Liabilities		1,929		2,812
Shareholders' Equity
Share capital		100,051		100,051
Share-based payment reserve		18,560		18,424
Accumulated comprehensive loss		(19	)	-
Deficit		(85,863	)	(84,330	)
		32,729		34,145
Total Liabilities and Shareholders' Equity		34,658		36,957
(See the accompanying notes to condensed consolidated interim financial statements)

Approved on behalf of the Board of Directors on November 10, 2016:

/s/ “Thomas Patton”	/s/“Terrence Eyton”
Director	Director

Page 3 of 15

Quaterra Resources Inc.

Condensed Consolidated Interim Statements of Loss and Comprehensive Loss

(Unaudited - in thousands of U.S. Dollars, except for shares and per share amounts)

		Three months ended September 30,				Nine months ended September 30,
	Note	2016		2015		2016		2015
						$		$
General administrative expenses
Administration and general office expense		28		79		240		208
Consulting		8		39		66		122
Depreciation		4		2		10		8
Investor relations and communications		8		16		53		50
Personnel costs		193		164		451		577
Professional fees		46		33		144		195
Share-based payments	7(a)	-		196		136		208
Transfer agent and regulatory fees		5		27		40		53
Travel and promotion		11		24		51		57
		(303	)	(580	)	(1,191	)	(1,478	)
Exploration partner fees	3(b)	-		25		25		25
Fair value gain (loss) on derivative liability		(43	)	465		688		(856	)
Foreign exchange gain (loss)		(44	)	25		(12	)	68
General exploration costs		5		(8	)	-		(16	)
Gain (loss) on disposal of assets		81		-		536		(42	)
Impairments of mineral properties	3(c, d)	(34	)	-		(1,479	)	-
Write-off of current assets		(25	)	-		(25	)	-
Interest expense		(64	)	(25	)	(75	)	(61	)
		(124	)	482		(342	)	(882	)
Net loss for the period		(427	)	(98	)	(1,533	)	(2,360	)
Other comprehensive loss
Net change in fair value of marketable security		(19	)	-		(19	)	-
Comprehensive loss for the period		(446	)	(98	)	(1,552	)	(2,360	)
Loss per share - basic and diluted		(0.00	)	(0.00	)	(0.01	)	(0.01	)
Weighted average number of common shares outstanding		193,479,416		193,479,416		193,479,416		193,479,416
(See the accompanying notes to condensed consolidated interim financial statements)

Page 4 of 15

Quaterra Resources Inc.

Condensed Consolidated Interim Statements of Cash Flows

(Unaudited - in thousands of U.S. Dollars)

	Nine months ended September 30,
	2016		2015
	$		$
Operating activities
Net loss for the period	(1,533	)	(2,360	)
Items not involving cash:
Depreciation	10		8
Fair value (gain) loss on derivative liability	(688	)	856
(Gain) loss on disposal of assets	(536	)	42
Interest expenses	105		70
Impairments	1,479		-
Share-based payments	136		208
Write-off of current assets	25		-
	(1,002	)	(1,176	)
Changes in non-cash working capital
Taxes and other receivables	3		2
Prepaid and deposits	53		(3	)
Accounts payable and accrued liabilities	57		(250	)
Cash used in operating activities	(889	)	(1,427	)
Financing activities
Loan payable	-		500
Cash provided by financing activities	-		500
Investing activities
Expenditures on mineral properties	(4,374	)	(2,073	)
Due from exploration partners	48		6
Proceeds from option agreement	3,825		3,050
Proceeds from sale of mineral properties	2,500		2,500
Net proceeds from disposal of assets	343		-
Reclamation bonds	18		(1	)
Short-term investments	(2,000	)	-
Cash provided by in investing activities	360		3,482
Effect of foreign exchange on cash	(60	)	(68	)
(Decrease) increase in cash and cash equivalents	(589	)	2,487
Cash and cash equivalents, beginning of period	4,522		1,482
Cash and cash equivalents, end of period	3,933		3,969
Supplemental cash flow information
Mineral property expenditures included in accounts payable	72		398
Cash and cash equivalents attributable to Quaterra	2,920		2,911
Cash and cash equivalents attributable to Freeport Nevada	932		1,611
(See the accompanying notes to condensed consolidated interim financial statements)

Page 5 of 15

Quaterra Resources Inc.

Condensed Consolidated Interim Statements of Changes in Equity

(Unaudited - in thousands of U.S. Dollars, except for shares)

	Common Shares		Share-based		Accumulated other
	Number of	Amounts	payment reserve		comprehensive loss		Deficit		Total
	Shares	($)	($)		($)		($)		($)
Balance, December 31, 2014	193,479,416	100,051	17,002				(81,226	)	35,827
Share-based payments			7						7
Derivative liability - warrants			1,280						1,280
Net loss for the period							(2,360	)	(2,360	)
Balance, September 30, 2015	193,479,416	100,051	18,289				(83,586	)	34,754
Share-based payments			201						201
Derivative liability - warrants			(66	)					(66	)
Net loss for the period							(744	)	(744	)
Balance, December 31, 2015	193,479,416	100,051	18,424				(84,330	)	34,145
Share-based payments			136						136
Other comprehensive loss					(19	)			(19	)
Net loss for the period							(1,533	)	(1,533	)
Balance, September 30, 2016	193,479,416	100,051	18,560		(19	)	(85,863	)	32,729
(See the accompanying notes to condensed consolidated interim financial statements)

Page 6 of 15

Quaterra Resources Inc.

Notes to Condensed Consolidated Interim Financial Statements

For the nine months ended September 30, 2016

(Unaudited - in U.S. Dollars; tabular amounts in thousands except for shares and per share amounts)

1. Nature of Operations

Quaterra Resources Inc. (“Quaterra” or the “Company”) was incorporated in British Columbia, Canada, under the Business Corporations Act (British Columbia) on May 11, 1993. The Company’s common shares are listed on the TSX Venture Exchange (“TSX-V”) and traded at OTCQX Markets. The principal address of the Company is 1199 West Hastings Street, Suite 1100, Vancouver, British Columbia, Canada, V6E 3T5.

The Company is a copper exploration and development company with the primary objective to advance its U.S. subsidiary’s copper projects in the Yerington District, Nevada, United States.

On June 30, 2016, the Company concluded the previously announced sale of its 50% interest in the Nieves project, Mexico, with the payment of the final $1.0 million tranche received (Note 3(b)).

On June 13, 2016, the Company announced that Freeport-McMoRan Nevada LLC (“Freeport Nevada”) had extended the current Stage 2 of the Membership Interest Option Agreement (the “Option Agreement”) for up to two years by making option payments totaling $5.75 million (Note 3(a)).

On January 15, 2016, the Company sold its 100% owned Mexican subsidiary, Minera Agua Tierra S.A. de C.V. to a private Mexican entity for gross proceeds of $500,000. $342,661 was received in January 2016 after tax deduction and transaction costs.

The Company defers all acquisition, exploration and evaluation costs related to the properties on which it is conducting exploration. The underlying value and the recoverability of the amounts recorded as mineral properties is entirely dependent upon the existence of economically recoverable mineral reserves and the ability of the Company to obtain the necessary funding to complete the exploration activities of its mineral properties, or upon the Company’s ability to dispose of its interests on a profitable basis. The carrying value of the Company’s mineral properties does not reflect current or future values.

2. Basis of Presentation and Consolidation

These condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standards (“IFRS”) including Interim Financial Reporting 34 (“IAS 34”) as issued by the International Accounting Standards Board (“IASB”). The Company’s annual financial statements are prepared in accordance with Financial Reporting Standards as issued by the IASB. The principal accounting policies applied in the preparation of these interim financial statements are set out in Note 2 of the audited consolidated financial statements for the year ended December 31, 2015 and have been applied consistently to all the periods presented, unless otherwise stated.

These interim financial statements do not include all of the information required for full annual financial statements and accordingly should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2015.

These interim financial statements are presented in U.S. dollars (“USD”), the functional currency of the Company, and incorporate the financial statements of the Company and its subsidiaries. All material intercompany transactions, balances, and expenses are eliminated on consolidation.

Page 7 of 15

Quaterra Resources Inc.

Notes to Condensed Consolidated Interim Financial Statements

For the nine months ended September 30, 2016

(Unaudited - in U.S. Dollars; tabular amounts in thousands except for shares and per share amounts)

3. Mineral Properties

The Company is in the business of exploring and developing its copper assets in Nevada, United States.

On June 13, 2014, the Company entered into an Option Agreement with Freeport Nevada, which sets out terms for exploration of the Company’s copper properties in the Yerington District, Nevada, including MacArthur, Yerington, Bear and Wassuk, collectively the “Yerington Assets”. All Yerington Assets are held in Singatse Peak Services LLC (“SPS”), a wholly owned subsidiary of the Company.

Total mineral property acquisition and exploration costs for the nine months ended September 30, 2016 are listed in the table below; detailed description of the mineral properties are disclosed in Note 5 of the Company’s audited consolidated financial statements for the year ended December 31, 2015.

	United States										Mexico
Mineral Properties	MacArthur		Yerington		Bear		Wassuk		Other
	Copper		Copper		Copper		Copper		Properties		Nieves		Total
Acquisition	$		$		$		$		$		$		$
Balance, December 31, 2015	3,501		3,565		1,178		660		153		636		9,693
Additions (disposal)	150		63		1,276		152		(82	)	(636	)	923
Balance, September 30, 2016	3,651		3,628		2,454		812		71		-		10,616
Exploration
Balance, December 31, 2015	16,907		6,367		2,618		-		1,408		252		27,552
Geological					699								699
Geophysical	4		31		58								93
Geochemical	4				76								80
Drilling					1,150								1,150
Environmental			284		82								366
Other					4								4
Additions (disposal)	8		315		2,069		-		-		(252	)	2,140
Balance, September 30, 2016	16,915		6,682		4,687		-		1,408		-		29,692
Impairments									(1,479	)			(1,479	)
Option payments received	(2,719	)	(942	)	(6,958	)	(152	)					(10,771	)
Total net acquisition and exploration Balance, September 30, 2016	17,847		9,368		183		660		-		-		28,058
exploration Balance, December 31, 2015	18,332		9,084		(226	)	660		1,562		888		30,300

Page 8 of 15

Quaterra Resources Inc.

Notes to Condensed Consolidated Interim Financial Statements

For the nine months ended September 30, 2016

(Unaudited - in U.S. Dollars; tabular amounts in thousands except for shares and per share amounts)

a) Yerington Assets

Pursuant to the terms of the Option Agreement, amended and extended, Freeport Nevada has the right to earn an initial interest of 55% in SPS by funding a total of $40.75 million ($10.9 million received) over three stages in an initial four years, subject to extension, (“Option Period”) starting June 2014.

On June 13, 2016, the current Stage 2 was extended for up to four additional periods of six months each by Freeport Nevada making the following payments to SPS:

• $1.8 million on June 13, 2016 (received);

• $1.25 million on December 13, 2016; and

• $1.35 million each on June 13, 2017 and December 13, 2017, respectively.

SPS intends to use these option payments for property maintenance, general administration and environmental compliance at its Yerington Assets. Details and status of the Option Agreement as of September 30, 2016, are listed below:

Three Stages	Option Period	Funding Requirement	Funds Received
Stage 1 - completed	June 13, 2014 – June 13, 2015	$2.5 million	$2.5 million
Stage 2 - extended	June 13, 2015 – June 13, 2018	$12.35 million	$8.4 million
Stage 3 - optional	June 13, 2018 thereafter	$25.9 million	$Nil

Freeport Nevada has the right to terminate the Option Agreement at any time with 60 days’ notice. In the event of such a termination, Freeport Nevada would have not earned any interest in the Company’s Yerington Assets.

(i)	MacArthur Property, Nevada
	The Company entered into an option agreement with North Exploration LLC dated September 2005 for total consideration of $2.2 million (paid), and acquired a 100% interest in the MacArthur property in January 2015.
	The property is subject to a 2% net smelter return royalty (“NSR”), which may be reduced to a 1% NSR royalty for a consideration of $1.0 million.
(ii)	Yerington Property, Nevada
	The Company acquired a 100% interest in the Yerington property on April 27, 2011, by making a $500,000 cash payment and issuing 250,000 common shares of the Company. The property has a 2% NSR royalty capped at $7.5 million on commencement of commercial production.
(iii)	Bear Deposit, Nevada
	Bear Deposit consists of five option agreements covering private land in Yerington, Nevada. Under the terms of these option agreements, the Company is required to make approximately $6.24 million in cash payments over ten years ($2.72 million paid) in order to maintain the exclusive right to purchase the land, mineral rights and certain water rights and to conduct mineral exploration on these properties. Aggregate payments due under the five option agreements by year are as follows:

Page 9 of 15

Quaterra Resources Inc.

Notes to Condensed Consolidated Interim Financial Statements

For the nine months ended September 30, 2016

(Unaudited - in U.S. Dollars; tabular amounts in thousands except for shares and per share amounts)

• $329,258 due in 2013 (paid)

• $341,258 due in 2014 (paid)

• $788,258 due in 2015 (paid)

• $1,363,258 due in 2016 ($1,263,258 paid), and

• $3,418,526 in aggregate from 2017 to 2022.

(iv) Wassuk Property, Nevada

The Company has an option to earn an interest in certain unpatented mining claims in Lyon County, Nevada, over ten years and is required to make $1.51 million in cash payments ($650,000 paid) and incur a work commitment of $300,000 ($nil incurred) by August 1, 2018 as below:

• $390,000 prior payments before August 23, 2013 (paid)

• $80,000 each on or before August 1, 2014 and 2015 (paid)

• $100,000 on or before August 1, 2016 (paid)

• $200,000 each on or before August 1, 2017 and 2018, and

• $230,000 each on or before August 1, 2019 and 2020.

The property is subject to a 3% NSR royalty upon commencing commercial production, which can be reduced to a 2% NSR royalty in consideration for $1.5 million.

b) Nieves Silver Concessions, Mexico

On December 29, 2014, the Company entered into a Stock Purchase Agreement (“Nieves Agreement”) to sell its 50% interest in the Nieves property to its exploration partner Blackberry Ventures 1, LLC (“Blackberry”) for $4.0 million. $1.0 million was paid on December 31, 2014, with $1.0 million each due every six months started on March 1, 2015. Blackberry would earn an additional 12.5% interest in the Nieves property upon each payment.

In February and May 2016, the Company had agreed to reduce the total payment from $4.0 million to $3.5 million, subject to certain conditions. On June 30, 2016, the Nieves Agreement was concluded with payment of the final $1.0 million tranche received from Blackberry.

During the nine months ended September 30, 2016, Blackberry paid a $25,000 penalty for a delay in payment, $30,000 interest at 6% per annum on the amounts owed, and reimbursed $77,724 geological personnel costs paid by the Company for the period August 1, 2015, to March 31, 2016.

As of September 30, 2016, the Company no longer holds any interest in assets in Mexico.

c) Herbert Gold Property, Alaska

The Company acquired a 100% interest in Herbert Gold property through an option agreement in November 2007, and entered into a joint venture agreement with Grande Portage Resources Ltd. (“Grande Portage”), a publicly listed company on TSX-V, in October 2011. In June 2012 Grande Portage earned its 65% interest in the property by spending $1.25 million in exploration according to the joint venture agreement, and the Company owned the remaining 35% since then.

On July 14, 2016, the Company announced the sale of its 35% interest in the Herbert Gold property to Grande Portage for a consideration of 1,182,331 common shares of Grande Portage. In anticipation of this transaction, the Company recorded a $1.45 million impairment on June 30, 2016.

Page 10 of 15

Quaterra Resources Inc.

Notes to Condensed Consolidated Interim Financial Statements

For the nine months ended September 30, 2016

(Unaudited - in U.S. Dollars; tabular amounts in thousands except for shares and per share amounts)

On July 29, 2016, the Company completed the sale and received those Grande Portage shares with a fair value of $163,005. As a result, $80,625 gain was recognized in the net loss at closing of the transaction.

These shares are classified as available-for-sale and recorded at fair market value determined by reference to their closing share price at each reporting date. Any fair value gain or loss is recognized in the other comprehensive income (loss) at each reporting date.

d) Other Non-Core Assets

On October 3, 2014, Freeport-McMoRan Mineral Properties Inc. (“FMMP”) acquired the remaining interests in three of the Company’s mineral properties for $5 million and 19 million share purchase warrants. $1.0 million was received on Oct 3, 2014, the remaining $4.0 million was payable in $500,000 tranches every three months commenced January 1, 2015. The Company discounted the value of the $5 million at 5% and accretes interest to income on the effective interest method.

During the nine months ended September 30, 2016, the Company received $1.5 million and accrued $79,788 interest income related to the receivable. Subsequent to the quarter end, the final tranche of $500,000 was received and the 19 million warrants were fully vested on October 4, 2016.

As of September 30, 2016, $34,324 Reveille gold property was written off due to its inactive status with no foreseeable exploration plan.

4. Loan Payable

On May 8, 2015, the Company entered into a $500,000 secured note (“Loan Payable”) with Freeport Nevada in order to facilitate a real property interest acquisition within the Bear Deposit.

The Loan Payable bears a simple interest at a rate of 5% per annum and is due 180 days following written notice of termination of the Option Agreement by Freeport Nevada. The Company can extend the 180 days by paying an extension fee of 5% of the outstanding principal and provided the interest accrued does exceed $100,000.

In the event Freeport Nevada elects to enter Stage 3 of the Option Agreement, the $500,000 may be credited to the Freeport Nevada future funding obligation.

5. Convertible Notes

On July 2, 2014, the Company closed a non-brokered private placement of 500 units for gross proceeds of $500,000. Each unit was priced at $1,000 and comprised of one non-transferable convertible redeemable promissory note (“Note”) and 11,442 non-transferable warrants. Each warrant entitles the holders to purchase one common share of the Company at a price of CAD$0.16 per share until January 2, 2017 (extended), subject to an acceleration provision.

The Notes bear a simple interest rate of 10% per annum. Interest may be paid in cash or shares at the option of the Company, subject to any required exchange approvals in the case of share payments.

The Notes provide the following terms as to conversion or redemption:

(i) The outstanding principal amount of each Note may be converted by the Note holder into common shares of the Company at the rate of CAD$0.10 per share at any time until maturity.

Page 11 of 15

Quaterra Resources Inc.

Notes to Condensed Consolidated Interim Financial Statements

For the nine months ended September 30, 2016

(Unaudited - in U.S. Dollars; tabular amounts in thousands except for shares and per share amounts)

(ii)	The Notes automatically convert into common shares at CAD$0.10 per share in the event the closing price of the shares is CAD$0.12 or higher for 10 consecutive trading days.
(iii)	The Company may, prior to conversion, redeem the principal amount of the notes outstanding by paying to the holders the principal amount of the Notes together with interest in cash at the rate of 15% per annum calculated to the date of such redemption.

The conversion feature in the notes is an embedded derivative liability requiring separate accounting (Note 6). At inception, the notes were recorded at a fair value of $298,000 and will be accreted to their face value over time at an effective interest rate of 35%.

	September 30,		December 31,
	2016		2015
	$		$
Fair value of convertible note at maturity	500		500
Fair value of convertible note at date of issue	298		298
Cumulative accretion	446		277
Change on extension of expiry date	(196	)	(196	)
Balance at reporting date	548		379

6. Derivative Liability

Derivative liability includes conversion feature for the notes and share purchase warrants issued with an exercise price denominated in a currency other than the Company’s functional currency. As such they are classified as financial liabilities measured at fair value and are re-measured each reporting period with all changes recorded as a component of net loss.

In connection with the convertible note issued on July 2, 2014, and an Asset Purchase Agreement with FMMP on October 3, 2014, the Company issued 5.721 million and 19 million share purchase warrants to the holders. As these warrants are either exercisable in a different currency from the Company’s functional currency, or the number of shares to be issued upon exercising are subject to foreign exchange fluctuation, they are classified as derivative liabilities and carried at fair value. The warrants are therefore required to be revalued at each reporting date.

As of September 30, 2016, the derivative liabilities were revalued at the weighted average assumptions: volatility of 116%, expected term of 1.2 year, discount rate of 0.54% and dividend yield of 0%.

The following table sets out the changes in derivative liability:

	Number of		Fair value
	Warrants		assigned ($)
At December 31, 2014	48,810,000		1,293
Warrants extension	(29,810,000	)	(1,280	)
Change in fair value estimates	-		1,207
Change in contract of warrant	5,721,000		172
At December 31, 2015	24,721,000		1,392
Change in fair value estimates			(688	)
At September 30, 2016	24,721,000		704

Page 12 of 15

Quaterra Resources Inc.

Notes to Condensed Consolidated Interim Financial Statements

For the nine months ended September 30, 2016

(Unaudited - in U.S. Dollars; tabular amounts in thousands except for shares and per share amounts)

7. Share-Based Payments

a) Stock options

The Company has a stock option plan under which the Company is authorized to grant stock options of up to 10% of the number of common shares issued and outstanding of the Company at any given time.

The following table presents changes in stock options outstanding and exercisable:

	September 30, 2016				December 31, 2015
	Number of		Weighted Average		Number of		Weighted Average
	Options		Exercise Price (CAD$)		Options		Exercise Price (CAD$)
Outstanding, beginning of period	15,765,000		0.38		15,400,000		0.55
Granted	3,025,000		0.07		2,635,000		0.12
Expired	(2,780,000	)	(1.20	)	(2,270,000	)	(1.25	)
Exercised	-		-		-		-
Outstanding, end of period	16,010,000		0.18		15,765,000		0.38
Exercisable, end of period	15,610,000		0.18		15,765,000		0.38

The following table summarizes stock options outstanding by expiry dates with exercise and fair value at the date of recording in Canadian dollars:

Exercise Price		Number of Options Outstanding
(CAD$)	Expiry Date	September 30, 2016	December 31, 2015
1.60	March 24, 2016	-	200,000
1.25	August 9, 2016	-	2,370,000
0.90	October 24, 2016	300,000	300,000
0.50	March 27, 2017	100,000	100,000
0.45	June 28, 2017	2,400,000	2,520,000
0.16	September 19, 2018	3,760,000	3,810,000
0.10	June 25, 2019	2,815,000	2,830,000
0.05	December 31, 2019	1,000,000	1,000,000
0.05	March 26, 2020	200,000	200,000
0.13	July 16, 2020	2,410,000	2,435,000
0.065	April 14, 2021	3,025,000	-
		16,010,000	15,765,000

Subsequent to September 30, 2016, 300,000 stock options exercisable at CAD$0.90 expired unexercised.

The weighted average remaining contractual life for options outstanding at September 30, 2016, was 2.72 years (December 31, 2015 – 2.65 years).

The Company used the following assumptions in the Black-Scholes option pricing model: volatility 141% (143% -2015), risk-free rate 0.6% (0.5% - 2015), 5 year life and 0% forfeiture rate as well as expected dividend yield.

Page 13 of 15

Quaterra Resources Inc.

Notes to Condensed Consolidated Interim Financial Statements

For the nine months ended September 30, 2016

(Unaudited - in U.S. Dollars; tabular amounts in thousands except for shares and per share amounts)

Share-based payment expenses were allocated as follows:

Three months ended September 30,		Nine months ended September 30,
2016	2015	2016	2015
$	$	$	$
Consultants	34	31	38
Directors and officers	138	85	146
Employees	24	20	24
-	196	136	208

b) Share purchase warrants

As of September 30, 2016, and December 31, 2015, 54.531 million warrants were outstanding at a weighted average exercise price of $0.14. The following table summarizes information about warrants outstanding by expiry dates:

		Number of Warrants
Expiry date	Exercise price	September 30, 2016	December 31, 2015
January 2, 2017	CAD 0.16	5,721,000	5,721,000
September 13, 2018	$ 0.15	29,810,000	29,810,000
October 3, 2019	$ 0.16	19,000,000	19,000,000
		54,531,000	54,531,000

8. Related Party Transactions

a) Key management comprises directors and executive officers. Certain executive officers are entitled to termination benefits equal to up to two years’ gross salary amounting to $300,000 and CAD$450,000 in the event of a change of control. The Company has no post-employment benefits and other long-term employee benefits. Compensation awarded to key management was as follows:

	Three months ended September 30,		Nine months ended September 30,
	2016	2015	2016	2015
	$	$	$	$
Salaries	107	138	264	421
Directors' fees	9	9	27	9
Share-based payments	-	138	85	146
	116	285	376	576

Director fees were re-instated beginning July 1, 2015, at a total amount of CAD$47,500 per annum payable equally on a quarterly basis.

b) Manex Resource Group (“Manex”) is a private company owned by the Company’s Corporate Secretary Mr. Lawrence Page. It provides office space and general office and administrative services for a monthly fee of CAD$13,000 of which CAD$5,000 can be cancelled with a 30-day notice.

Page 14 of 15

Quaterra Resources Inc.

Notes to Condensed Consolidated Interim Financial Statements

For the nine months ended September 30, 2016

(Unaudited - in U.S. Dollars; tabular amounts in thousands except for shares and per share amounts)

9.	Segmented Information
	The Company has one business segment, the exploration of mineral properties. As of September 30, 2016, all the Company’s significant non-current assets are located in the United States.
10.	Financial Instruments
	The recorded amount for cash and cash equivalents, short-term investments, amounts due, receivables, marketable security, and accounts payable and accrued liabilities approximate their fair values due to their short- term nature. The carrying values of reclamation bonds approximate their fair values, as these balances are redeemable on demand.
	The derivative liability is measured at fair value and categorized in Level 3 at $703,939 (December 31, 2015 - $1,391,956). The fair value of the derivative liability is based on the Black-Scholes option pricing model inputs disclosed in Note 6, as determined at the reporting date.

11.	Commitments and Contingencies
	a)	The Company has a five-year service agreement with Manex ending on August 31, 2017, at a monthly rate of CAD$8,000. The Company may terminate the service agreement by paying Manex the lesser of CAD$96,000 or the total fee owing for the remainder of the service agreement.
	b)	To acquire certain mineral property interests in Nevada (Note 3), the Company must make optional acquisition expenditures in order to satisfy the terms of existing option agreements, failing which the rights to such mineral properties will revert back to the property vendors.

Page 15 of 15

EX-99.2

Interim Management’s Discussion and Analysis (“MD&A”)
– Quarterly Highlights

For the nine months ended September 30, 2016

Dated: November 10, 2016

Quaterra Resources Inc.

Interim MD&A – Quarterly Highlights

For the nine months ended September 30, 2016

Introduction

Quaterra Resources Inc. (“Quaterra” or the “Company”) is a junior copper exploration and development company with the primary objective to advance its copper projects in the Yerington District, Nevada, United States.

The Company is based in Vancouver, British Columbia, Canada and its common shares are listed on the TSX Venture Exchange (“TSXV”) under the symbol “QTA” and traded at OTCQX Markets under the symbol “QTRRF”.

The Interim MD&A focuses on year-to-date material information about the Company’s financial condition and results of operations as of November 10, 2016, and excludes discussion and analysis that were provided in its annual MD&A for the year ended December 31, 2015. It should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2015, condensed interim financial statement for the nine months ended September 30, 2016, and together with the related notes thereto.

The first, second, third and fourth quarters of the Company’s fiscal years are referred to as “Q1”, “Q2”, “Q3”, and “Q4” respectively. All amounts contained herein are in U.S. dollars, unless otherwise indicated. Tabular amounts are in thousands except for per share amounts. References to CAD$ are to Canadian dollars.

Additional information related to Quaterra is available on its website at www.quaterra.com, on SEDAR at www.sedar.com or the United States Securities and Exchange Commission (“SEC”) website at www.sec.gov

Forward-Looking Statements

Certain statements made and information contain “forward-looking statements” within the meaning of the United States Private Securities Reform Act of 1995 and “forward-looking information” within the meaning of applicable Canadian securities legislation (collectively, “Forward-Looking Statements”). Forward-Looking Statements are based on the beliefs, expectations, and opinions of management on the date the statements are made. Actual results and future events could differ materially from those anticipated in Forward-Looking Statements and readers should not place undue reliance on such statements.

Risks and Uncertainties

The Company is subject to a number of risks and uncertainties, each of which could have an adverse effect on the results, business prospects or financial position.

The Company’s securities should be considered a highly speculative investment and investors should carefully consider all of the information disclosed in the Company’s regulatory filings prior to making an investment in the Company. For a comprehensive list of the risks and uncertainties applicable to the Company, please refer to the section entitled “Risk Factors” in the Company’s 2015 annual Form 20-F which is available on the SEC website at www.sec.gov

Note to U.S. Readers

The Company uses Canadian Institute of Mining, Metallurgy and Petroleum definitions for the terms “measured resources”, “indicated resources” and “inferred resources”. U.S. investors are advised that while the terms “measured resources”, “indicated resources” and “inferred resources” are recognized and required by Canadian regulations, including National Instrument 43-101 (“NI 43-101”), the SEC does not recognize these terms. U.S. readers are cautioned not to assume that any part or all of the material in these categories will be converted into reserves. It should not be assumed that any part of an inferred mineral resource will ever be upgraded to a higher category.

Page 2 of 7

Quaterra Resources Inc.

Interim MD&A – Quarterly Highlights

For the nine months ended September 30, 2016

Technical Information

The technical information contained in this MD&A has been reviewed and approved by Thomas Patton Ph.D., Chairman and Chief Executive Officer of the Company, and a non-independent “qualified person” as defined in NI 43-101.

Summary for the nine months ended September 30, 2016

In August 2015, the Company’s subsidiary Singatse Peak Services LLC (“SPS”) commenced an exploration drilling program at the Bear deposit – a large porphyry copper system – located on the Company’s 51-square-mile property in the historic Yerington Copper District of Nevada. The program has been funded by Freeport-McMoRan Nevada LLC (“Freeport Nevada”) in terms of an option agreement whereby Freeport Nevada can acquire an initial 55% interest in SPS by spending $40.75 million in three stages starting in June 2014.

From June 2015 to September 2016, Freeport Nevada provided $8.4 million in funds to SPS with SPS receiving $3.825 million during the first nine months of 2016. These funds have been used for exploration at the Bear Deposit, geophysical surveys, geologic mapping as well as land, water and minerals rights maintenance, compliance with environmental law and general administrative expenditures.

The six-hole 2015 and 2016 exploration program totaled 20,274.5 feet of drilling. The five holes drilled at Bear, including twin hole B-048, totaled 18,257 feet. Results from Hole B-048 supported historic assays from Hole 23B drilled in 1966 by the Anaconda Mining Company. Drilling results from holes B-049 to B-052 were successful in extending the Bear mineralization an additional 2,000 feet north-northeast by 3,000 feet northwest-southeast, with the average mineralized intercept in these four step-out holes averaging approximately 1,000 feet in thickness. The Bear system remains open in three directions. Copper mineralization is overlain by ubiquitous propylitic alteration with moderate to strong phyllic alteration, often laced with tourmaline veining and flooding. Significantly higher grades, if present, will most likely be found where quartz monzonite is cut by quartz monzonite porphyry dikes as occurs at the nearby Yerington mine. The Bear porphyry copper deposit currently covers more than two square miles.

For details of drill results for individual holes reported during the nine months to September 30, 2106, please see press releases dated February 8, 2016 (Hole B-050), April 6, 2016 (Hole B-051), May 24, 2016 (Hole B-052), and June 9, 2016 (Hole GHH-001) on the Company website. The results of two previous holes, B-048 and B-049, were announced on November 17 and December 23, 2015 respectively, and are also available on the Company website.

On April 15, 2016, Quaterra announced that Gerald Prosalendis had been named President and Chief Operating Officer of the Company. To accommodate this appointment, Thomas Patton resigned as President while retaining the positions of Chairman and Chief Executive Officer.

On June 13, 2016, Quaterra and SPS announced they had reached an agreement with Freeport Nevada to extend the current Stage 2 of Freeport Nevada’s option to acquire an interest in the Company’s Yerington Copper Project for up to two years by Freeport Nevada making option payments totaling $5.75 million.

In terms of this amended agreement, Stage 2 of Freeport Nevada’s earn-in option, which commenced in June last year, can be extended for up to four additional periods of six months each by Freeport Nevada making the following payments to SPS: $1.8 million on June 13, 2016 (received); $1.25 million on December 13, 2016; $1.35 million on June 13, 2017; and $1.35 on December 13, 2017. SPS intends to use these Freeport Nevada’s option payments for property maintenance, G&A and environmental compliance at Yerington. Freeport Nevada has the right to terminate the agreement at any time with 60 days’ notice.

During the two-year extension period, SPS may propose special exploration programs, including work plans and budgets, to be undertaken with Freeport Nevada’s agreement under an annual drilling program. These programs will be funded by Freeport Nevada, at its discretion, through accelerated option payments. The Stage 2 extension option payments and any accelerated option payments will reduce the payments required for Freeport Nevada to earn its initial 55% interest in SPS.

Page 3 of 7

Quaterra Resources Inc.

Interim MD&A – Quarterly Highlights

For the nine months ended September 30, 2016

SPS is currently working on identifying and prioritizing targets for the next phase of exploration and drilling. This work includes assessing data from the 2015-16 drill program, geophysical surveys and geologic mapping to locate potential open-pitable targets and possible areas of higher-grade mineralization on the Company’s 51-square mile Yerington land package. Work plans and budgets for a drill program are being compiled and will be presented to Freeport Nevada for assessment and consideration.

On July 14, 2016, Quaterra announced the sale of its remaining 35% participating interest in the Herbert Glacier project, Alaska, to its joint venture partner Grande Portage Resources Ltd (“Grande Portage”). On closing, Grande Portage issued to Quaterra 1,182,331 shares, equal to 9% of its issued and outstanding common shares. In addition, Grande Portage will allot and deliver to Quaterra within five business days of a financing or financings totaling up to $1 million that number of additional shares required to maintain Quaterra’s interest at 9%. Grand Portage will also pay Quaterra $250,000 within 90 days of receipt of a feasibility report for the property or in event of a change of control or sale. Grande Portage will assume any and all obligations related to Quaterra’s participating interest under the JV agreement.

Also on July 14, 2016, Quaterra reported that the previously announced sale of its 50% interest in the Nieves project, Mexico, has been concluded with payment of the final $1.0 million tranche owing to Quaterra by Blackberry Ventures, I LLC on June 30, 2016. Quaterra no longer holds any interest in assets in Mexico.

The Herbert Glacier and Nieves transactions represent the conclusion of Quaterra’s previously announced strategy to dispose of all non-core assets. The funds raised from these efforts will continue to provide Quaterra with the resources to focus its efforts on exploring and developing its assets in the historic copper district of Yerington, Nevada. For the past two years, SPS has been able to conduct among others, a six-hole exploration drilling campaign, geophysical surveys, desktop studies and groundwork at Yerington without any dilution to Quaterra shareholders or in the project. The Company’s efforts at Yerington are ongoing, and include identifying compelling targets for the next phase of drilling and assessing the over-all development potential at Yerington.

On September 9, 2016, via publication in the Federal Register, the EPA proposed 10 new sites for the National priorities List (“NPL”). The Anaconda Copper Mine in Yerington Nevada was one of those ten sites proposed for listing. EPA has proposed to list the entire Site despite the fact that there is a responsible party, Atlantic Richfield Company, which has and continues to perform its obligations at the Site. SPS has a ‘Covenant Not to Sue’ with the EPA, and believes it qualifies for the ‘Bona Fide Prospective Purchaser Defense’ to CERCLA liability. The existing contamination at the Site, other than that for which EPA seeks the listing is the responsibility of the Atlantic Richfield Company which has been working with EPA to study the contamination, design remedial activities and implement remediation at the Site. SPS’s current work program at the Bear is not affected by the recent EPA proposed listing of the Site. Also, SPS does not believe that an NPL listing precludes advancing mineral exploration and development at the Site. Only the Yerington Mine Site falls within the area of the proposed NPL listing; the Company’s other targets in the district occur outside the area of the proposed listing.

On October 4, Quaterra received a final payment of $500,000 from Freeport-McMoRan Mineral Properties LLC (“FMMP”) in terms of a 2014 agreement whereby FMMP acquired the remaining interests in three of the Company’s non-core copper and molybdenum properties for $5 million. In terms of the agreement $1.0 million was paid on closing and the balance was payable in tranches of $500,000 every quarter for eight consecutive quarters commencing January 1, 2015. As of October 4, the full total of $5.0 million has been received from FMMP, with no further funds owing.

On October 14, 2016, Quaterra announced that, at the request of the Company, its former auditor, Smythe LLP (“Smythe”), resigned as auditor effective October 7, 2016, and PricewaterhouseCoopers LLP (“PwC”) had been appointed as the successor auditor effective the same day. In accordance with National Instrument 51-102 (“NI 51-102”), the Company has filed a Change of Auditor Notice on SEDAR, together with letters from Smythe and PwC, each confirming that it is in agreement with the statements contained in the notice, as applicable. There were no reportable events as defined in NI 51-102 between Smythe and the Company.

Page 4 of 7

Quaterra Resources Inc.

Interim MD&A – Quarterly Highlights

For the nine months ended September 30, 2016

Review of Operations and Financial Results

During three months ended September 2016, the Company incurred a loss of $0.427 million, year-to-date $1.53 million, compared to a $0.342 million loss (year-to-date $2.4 million) in the same period of 2015. Q3 2016 is affected by impairment, gain on disposal of assets, and the fair value calculations on derivative liability for both quarters.

Excluding non-cash items, year to date general administrative expenses decreased by $217,000 mainly due to the reduction in personnel costs which were partially offset by higher administration and general office expense due to the expensing of insurance premium paid in 2016.

As part of the continued effort to focus on its copper assets in Nevada, the Company concluded the sale of its 50% interest in the Nieves project, Mexico, with receipt of the final $1.0 million tranche owing to Quaterra by Blackberry Ventures, I LLC on June 30, 2016 and disposed of its Mexican subsidiary for gross proceeds of $500,000 in January 2016. The Company is no longer operating in Mexico.

Quarterly Information Trends

The Company’s results have been largely driven by the level of its property holding costs, exploration activities and recoveries from partners. The Company has had no revenue from mining operations since its inception. Major variations in costs are summarized below:

• Significant increases and decreases quarter to quarter in the Company’s stock price can have a significant impact on the value of the derivative liabilities issued by the Company in conjunction with debt and equity instruments.
• The gain or loss on disposal of mineral properties is dependent on the negotiated sales proceeds and can vary significantly from property to property.
• Foreign exchange gains and losses arise because the Company conducts certain of its activities and holds financial assets in U.S. Dollars and Canadian dollars, and reports its financial results in U.S. Dollars.
• Share-based payments can vary widely from quarter to quarter based on the timing, amount and tenure of stock option awards.
• Interest earned and financing costs vary based on the timing, type and amount of debt and equity placements and resultant fluctuations in cash.

The following table sets out the quarterly financial information for each of the last eight quarters:

Page 5 of 7

Quaterra Resources Inc.

Interim MD&A – Quarterly Highlights

For the nine months ended September 30, 2016

	Q3'16	Q2'16	Q1'16	Q4'15	Q3'15	Q2'15	Q1'15	Q4'14
	$	$	$	$	$	$	$	$
Administration and general office	(303)	(440)	(312)	(382)	(384)	(543)	(343)	(625)
Share-based payments	-	(136)	-	-	(196)	(2)	(10)	(37)
Exploration partner fee	-	-	25	-	25	-	-	2
Fair value gain (loss) on derivative liability	(43)	-	731	(351)	465	(1,589)	268	8
Foreign exchange gain (loss)	(44)	56	(24)	2	25	(10)	53	197
General exploration costs	5	7	(12)	(2)	(8)	(4)	(4)	(126)
Gain on sale of mineral properties	81	112	343	-	-	-	-	2,854
Impairments of mineral properties	(34)	(1,445)	-	-	-	-	-	(2,473)
Write-off of current assets	(25)	-	-	-	-	-	-	-
Interest income (expenses)	(64)	37	(48)	(11)	(25)	(20)	(16)	(34)
Net income (loss)	(427)	(1,809)	703	(744)	(98)	(2,168)	(52)	(234)
Basic income (loss) per share	-	(0.01)	-	-	-	(0.01)	-	-

Liquidity and Capital Resources

To date, Quaterra has been dependent on equity, joint venture partners’ contribution and proceeds from disposal of certain mineral properties for funding. As of November 10, 2016, cash on hand plus short-term investments are $6 million.

During the nine months ended September 30, 2016, the Company incurred $4.45 million expenditures on mineral properties, received a total of $3.825 million under the Option Agreement with Freeport Nevada, $1.5 million from the none-core asset sale agreement with FMMP, and $1.0 million from the final tranche of the Nieves sale agreement with Blackberry entered into in 2014.

The funds received under the Option Agreement have been primarily used in the Bear Deposit drilling program, Yerington Assets option payments, mineral claim maintenance, and general administrative support.

Funds received from assets sales have been used in working capital for corporate activities and expenses.

With the cash on hand, the Company believes it has sufficient cash to maintain its operations in the next 12 months.

The Company has a $500,000 convertible note due on January 2, 2017. The outstanding principal may be converted by the note holder at rate of CAD$0.10 per share at any time until maturity. The Company borrowed $500,000 from Freeport Nevada bearing an interest rate of 5%. In the event Freeport Nevada terminates the Option Agreement, the $500,000 along with interest is due 180 days after such a termination notice from Freeport Nevada.

Accounts payable and other accrued liabilities were incurred at market rates with arm’s length third party suppliers, primarily for goods and services related to the Company’s exploration of its Yerington Assets, and also for professional fees and other overhead expenses incurred in the normal course of operations. The Company is not aware of any contingencies as at September 30, 2016.

Related Party Information and Commitments

Manex is a private company controlled by the Corporate Secretary of the Company. It provides head office premises at CAD$8,000 per month and general corporate services to the Company at CAD$5,000 per month expiring August 31, 2017. The Company may cancel the corporate services with a 30-day notice while the office space requires a payment of the lesser of CAD$96,000 or the remaining term of the service agreement.

Page 6 of 7

Quaterra Resources Inc.

Interim MD&A – Quarterly Highlights

For the nine months ended September 30, 2016

As of September 30, 2016, the Company had a total of CAD$88,000 in commitments related to its Vancouver office premises.

Outstanding Share Data

As at November 10, 2016, 193,479,416 common shares were issued and outstanding, 54,531,000 warrants were outstanding at a weighted exercise price of $0.14, and 15,710,000 stock options were outstanding at weighted average exercise price of CAD$0.16 and weighted contractual life of 2.72 years.

Off Balance Sheet Arrangements

None.

Proposed Transactions

None

Changes in Accounting Policies and Critical Accounting Estimates

The significant accounting policies applied in preparation of the financial statements are consistent with those applied and disclosed in the Note 2 of the Company’s 2015 audited consolidated financial statements. Adoptions of new standards and amendments to existing standards have had no material impact on the Company’s financial position or financial performance.

Critical accounting estimates remain the same as disclosed in the 2015 audited annual consolidated financial statements.

Financial Instruments

The Company has designated its cash and cash equivalents, amounts dues, short-term investments, marketable securities, reclamation bonds, accounts payable and accrued liabilities, loan payable and derivative liabilities as financial instruments.

Derivative liability is measured at fair value and categorized in Level 3. The fair value of the derivative liability is based on the Black-Scholes option pricing model as determined at the reporting date. The rest of the financial instruments approximate their fair values due to their short-term nature. The carrying values of the reclamation bonds approximate their fair values, as these balances are redeemable on demand.

Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from financial instruments.

Page 7 of 7

EX-99.3

Form 52-109FV2
Certification of Interim Filings V
enture Issuer Basic Certificate

I, Thomas Patton, Chief Executive Officer of Quaterra Resources Inc. certify the following:

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Quaterra Resources Inc. (the “issuer”) for the interim period ended September 30, 2016.
2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3.	Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Date: November 10, 2016

“Thomas Patton”
_______________________
Thomas Patton
Chief Executive Officer

NOTE TO READER
In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of
i)	controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
ii)	a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52- 109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

1

EX-99.4

Form 52-109FV2
Certification of Interim Filings
Venture Issuer Basic Certificate

I, Lei Wang, Chief Financial Officer of Quaterra Resources Inc. certify the following:

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Quaterra Resources Inc. (the “issuer”) for the interim period ended September 30, 2016.
2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3.	Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Date: November 10, 2016

“Lei Wang”
_______________________
Lei Wang
Chief Financial Officer

NOTE TO READER
In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of
i)	controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
ii)	a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52- 109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

1