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 May 2017

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 Interim Consolidated Financial Statements March 31, 2017
99.2	Interim Management’s Discussion and Analysis For the three months ended March 31, 2017
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: May 12, 2017	By:	/s/ Lei Wang
		Lei Wang
	Title:	Chief Financial Officer

EX-99.1

(An Exploration Stage Company)

Condensed Interim Consolidated Financial Statements

March 31, 2017

(Unaudited – in U.S. Dollars)

Notice of no auditor review

The accompanying condensed interim financial statements of Quaterra Resources Inc. for the three months ended March 31, 2017 were prepared by management and have not been reviewed by its independent auditor.

Page 2 of 13

Quaterra Resources Inc.

Condensed Interim Consolidated Statements of Financial Position

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

	Note	March 31, 2017		December 31, 2016
Assets		$		$
Current assets:
Cash and cash equivalents		5,593		6,665
Other receivable		6		3
Marketable securities	3	147		132
Prepaid expenses		27		47
		5,773		6,847
Non-current assets:
Mineral properties	4	28,504		27,597
Reclamation bonds		70		70
		28,574		27,667
Total Assets		34,347		34,514
Liabilities
Current liabilities:
Accounts payable and accrued liabilities		317		111
Convertible notes	6	-		540
Loan payable	5	546		540
		863		1,191
Non-current liability
Derivative liability - warrants	7	982		938
		982		938
Total Liabilities		1,845		2,129
Shareholders' Equity
Share capital	8	100,729		100,051
Share-based payment reserve		18,560		18,560
Accumulated comprehensive loss		(16	)	(31	)
Deficit		(86,771	)	(86,195	)
		32,502		32,385
Total Liabilities and Shareholders' Equity		34,347		34,514

(See the accompanying notes to the condensed interim consolidated financial

Approved on behalf of the Board of Directors on May 11, 2017:

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

Page 3 of 13

Quaterra Resources Inc.

Condensed Interim Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income

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

		Three months ended March 31,
	Note	2017		2016
		$		$
General administrative expenses
Administration and general office expense		31		79
Consultants		2		39
Investor relations and communications		31		22
Personnel costs		125		104
Professional fees		28		35
Transfer agent and regulatory fees		34		9
Travel and promotion		23		24
		(274	)	(312	)
Exploration partner fees, net of costs		-		13
Fair value gain (loss) on derivative liability	7	(44	)	731
Foreign exchange gain		(24	)	(24	)
Gain on disposal of assets		-		343
Loss on settlement of convertible notes	6	(222	)	-
Interest expense		(12	)	(48	)
		(302	)	1,015
Net (loss) income for the period		(576	)	703
Other comprehensive loss
Items that may be subsequently reclassified to net (loss) income
Net change in fair value of marketable securities	3	15		-
Comprehensive (loss) income for the period		(561	)	703
Loss per share - basic and diluted		(0.00	)	0.00
Weighted average number of common shares outstanding		194,782,007		193,479,416

(See the accompanying notes to the condensed interim consolidated financial statements)

Page 4 of 13

Quaterra Resources Inc.

Condensed Interim Consolidated Statements of Cash Flows

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

		Three months ended March 31,
		2017			2016
		$			$
Operating activities
Net (loss) income for the period		(576	)		703
Items not involving cash:
Fair value loss (gain) on derivative liability		44			(731	)
Gain on disposal of assets		-			(343	)
Loss on settlement of convertible notes		222			-
Interest expense		14			44
		(296	)		(327	)
Changes in non-cash working capital
Other receivable		(3	)		-
Prepaid expenses		20			23
Accounts payable and accrued liabilities		(51	)		(6	)
Cash used in operating activities		(330	)		(310	)
Financing activities
Cash provided by financing activities		-			-
Investing activities
Expenditures on mineral properties		(752	)		(1,889	)
Recovery from exploration partners		-			(29	)
Proceeds from option agreement		-			2,025
Proceeds from sale of mineral properties		-			500
Net proceeds from disposal of assets		-			343
Reclamation bonds		-			(17	)
Cash (used) provided by in investing activities		(752	)		933
Effect of foreign exchange on cash		10			23
(Decrease) increase in cash and cash equivalents		(1,072	)		646
Cash and cash equivalents, beginning of period		6,665			4,522
Cash and cash equivalents, end of period		5,593			5,168
Supplemental cash flow information
Exploration expenditures included in accounts payable	$	227		$	458
Interest paid in cash	$	53		$	-
Shares issued for interest	$	138		$	-
Non-cash financing activities:
shares issued for convertible notes	$	540		$	-

(See the accompanying notes to the condensed interim consolidated financial statements)

Page 5 of 13

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, 2015	193,479,416	100,051	18,424	-		(84,330	)	34,145
Net income for the period	-	-	-	-		703		703
Balance, March 31, 2016	193,479,416	100,051	18,424	-		(83,627	)	34,817
Balance, December 31, 2016	193,479,416	100,051	18,560	(31	)	(86,195	)	32,385
Shares issued for convertible notes	7,489,898	678	-	-		-		678
Other comprehensive income	-	-	-	15		-		15
Net loss for the period	-	-	-	-		(576	)	(576	)
Balance, March 31, 2017	200,969,314	100,729	18,560	(16	)	(86,771	)	32,502

(See the accompanying notes to the condensed interim consolidated financial statements)

Page 6 of 13

Quaterra Resources Inc.

Notes to Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2017

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

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 is a copper exploration company with a primary objective to advance its copper projects in the Yerington District, Nevada, United States.

The Company defers all acquisition, exploration and evaluation costs related to the properties on which it is conducting exploration. The nature of the Company’s operations requires significant expenditures for the acquisition, exploration, and development of those mineral properties. To date, the Company has not earned significant revenue and is considered to be in the exploration stage. The underlying value of the amounts recorded as mineral properties and the Company’s continued existence is dependent upon the existence of economically recoverable mineral reserves and the ability of the Company to acquire new properties and obtain funding to complete the exploration activities. The carrying value of the Company’s mineral properties does not reflect current or future values.

The primary office of the Company is located at 1199 West Hastings Street, Suite 1100, Vancouver, British Columbia, Canada, V6E 3T5.

2. BASIS OF PRESENTATION AND CONSOLIDATION

These condensed consolidated interim financial statements (“Financial Statements”) have been prepared in accordance with International Financial Reporting Standards (“IFRS”) including Interim Financial Reporting 34 (“IAS 34”) as issued by the International Accounting Standards Board. The accounting policies applied in the preparation of these Financial Statements are set out in Note 2 of the audited consolidated financial statements for the year ended December 31, 2016 and have been applied consistently to all the periods presented, unless otherwise stated.

These 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 consolidated financial statements for the year ended December 31, 2016.

These Financial Statements include accounts of the Company and its subsidiaries. All amounts are presented in United States dollars (“$”), which is the functional currency of the Company and each of the Company’s subsidiaries, except as otherwise noted. References to CAD$ are to Canadian dollars. All inter-company balances, transactions, and expenses have been eliminated.

3. MARKETABLE SECURITIES

On July 29, 2016, the Company completed the sale of its 35% interest in the Herbert Gold property to Grande Portage Resources Ltd. (“Grande Portage”), a publicly listed company on TSX Venture Exchange (“TSXV”), for a consideration of 1,182,331 common shares of Grande Portage and a cash payment of $250,000 due within 90 days of the earlier of: the delivery of a favorable feasibility report on the Herbert Gold Project; or change of control of the Company; or sale of the Herbert Gold Project. In addition, Grande Portage will allot and deliver to the Company within five business days of a financing or financings totaling up to CAD$1.0 million that number of additional shares required to maintain Quaterra’s 9% interest.

These Grande Portage shares are recorded as marketable securities, 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.

Page 7 of 13

Quaterra Resources Inc.

Notes to Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2017

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

4. MINERAL PROPERTIES

The Company has a 100% interest in four copper properties, MacArthur, Yerington, Bear and Wassuk, collectively the “Yerington Assets”, which are located in the Yerington District, Nevada, and held by its wholly owned subsidiary, Singatse Peak Services LLC (“SPS”).

On June 16, 2014, the Company announced a Membership Interest Option Agreement (the “Option Agreement”) with Freeport-McMoRan Nevada LLC (“Freeport Nevada”) whereby Freeport Nevada could earn an initial 55% interest in SPS by funding a three-stage exploration work program totaling $40.75 million ($12.15 million received). Should Freeport Nevada elect it can earn a further 20% by funding $97.85 million in SPS, or complete a feasibility study, whichever comes first. Alternatively, Freeport Nevada can choose to fund with Quaterra proportional to their 55% and 45% respective interests. After Freeport Nevada has earned a 75% interest, Quaterra may elect to fund 25% of the project expenditures or transfer a 5% interest for up to $50 million to Freeport Nevada.

On June 13, 2016, Freeport Nevada extended its option for up to four additional periods of six months each by making total $5.75 million ($3.05 million received) payments to SPS. Freeport can cancel this option with a 60-day notice to Quaterra.

Funds received were credited to the carrying value of the Yerington Assets, which were used for mineral property maintenance, environmental compliance, exploration drilling and office overhead in Yerington. As of March 31, 2017, $0.83 million cash was remaining from the Option Agreement funding received.

Total mineral property maintenance and exploration costs are listed in the table below:

	MacArthur	Yerington	Bear*	Wassuk	Total
Mineral properties	($)	($)	($)	($)	($)
Balance, December 31, 2016	17,537	9,400	-	660	27,597
Additions:
Property maintenance	-	-	225	-	225
Geological & mapping	-	123	17	-	140
Geophysical & survey	11	167	7	-	185
Assay & labs	-		-	-	-
Drilling	24	113	4	-	141
Exploration overhead	-	155	-	-	155
Environmental	-	44	17	-	61
	35	602	270	-	907
Balance, March 31, 2017	17,572	10,002	270	660	28,504

*Expenditures of $3.5 million incurred as of December 31, 2016 had been fully recovered from the Option Agreement funding.

a) MacArthur Copper, Nevada

The Company earned 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.

Page 8 of 13

Notes to Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2017

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

b) Yerington Copper, Nevada

The Company acquired a 100% interest in the Yerington property from the Arimetco bankruptcy proceedings in April 2011 for $500,000 cash and 250,000 common shares of Quaterra.

The acquisition followed years of due-diligence studies and negotiations with state and federal agencies and the receipt of Bona Fide Prospective Purchase (“BFPP”) letters from the U.S. Environmental Protection Agency (“EPA”), the Nevada Division of Environmental Protection (“NDEP”) and the Bureau of Land Management (“BLM”) to protect SPS from liability emanating from activities of the former mine owners and operations.

The property has a 2% NSR royalty capped at $7.5 million on commencement of commercial production.

c) Bear Copper, 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 ($3.05 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:

• $329,258 due in 2013 (paid);

• $341,258 due in 2014 (paid);

• $788,258 due in 2015 (paid);

• $1,363,258 due in 2016 (paid);

• $895,258 due in 2017 ($225,000 paid);

• $975,258 due in 2018;

• $1,012,000 due in 2019;

• $512,000 due in 2020, and

• $12,000 each due in 2021 and 2022, respectively.

d) Wassuk Copper, Nevada

The Company has an option to earn an interest in certain unpatented mining claims in 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, respectively.

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.

Page 9 of 13

Quaterra Resources Inc.

Notes to Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2017

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

5. 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 area.

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 repayment by 180 days by paying an extension fee of 5% of the outstanding principal and provided the interest accrued does not exceed $100,000 ($46,370 accrued).

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.

6. 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 comprised of one non-transferable convertible redeemable promissory note (“Notes”) and 11,442 non-transferable warrants. The Notes bear simple interest at a 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.

During the three months ended March 31, 2017, the Company’s shares had achieved a minimum closing price of CAD$0.12 for a 10-consecutive trading day period on the TSXV, and the principal of the Notes was automatically converted into 6,609,000 shares at a rate of CAD$0.10 per share. The $79,977 interest portion due on some of the notes was paid by issuing 880,898 shares, and the remaining interest $53,315 was paid in cash.

As of March 31, 2017, the convertible notes were settled by issuing 7,489,898 shares and making a cash payment of $53,315. As a result, $0.22 million loss on the settlement of the convertible notes was recorded in the three months ended March 31, 2017.

7. DERIVATIVE LIABILITY

In connection with the convertible note issue on July 2, 2014 and an Asset Purchase Agreement with FMMP on October 3, 2014, the Company issued 5,721,000 and 19,000,000 share purchase warrants to the note holders and FMMP, respectively.

These warrants are derivative liabilities as they are either currently or were at the time of issue exercisable in a different currency from the Company’s functional currency. They are carried at fair value and revalued at each reporting date.

As of March 31, 2017, the derivative warrants were revalued at $986,310 using the weighted average assumptions: volatility of 130%, expected term of 2.5 years, discount rate of 0.86% and dividend yield of 0%.

Page 10 of 13

Quaterra Resources Inc.

Notes to Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2017

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

8. SHARE CAPITAL

The Company is authorized to issue an unlimited number of common shares without par value.

On March 16, 2016, the Company extinguished the convertible debt including principal and portion of the interest accrued by issuing a total of 7,489,898 common shares (Note 6).

9. 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:

	March 31, 2017				December 31, 2016
	Number of		Weighted Average		Number of		Weighted Average
	Options		Exercise Price (CAD$)		Options		Exercise Price (CAD$)
Outstanding, beginning of period	15,710,000		0.16		15,765,000		0.38
Granted	-		-		3,025,000		0.07
Expired	(100,000	)	(0.50	)	(2,870,000	)	(1.24	)
Forfeiture	(60,000	)	(0.10	)	(210,000	)	(0.32	)
Outstanding, end of period	15,550,000		0.16		15,710,000		0.16
Exercisable, end of period	15,150,000		0.17		15,310,000		0.17

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

Exercise Price		Number of Options Outstanding
(CAD$)	Expiry Date	March 31, 2017	December 31, 2016
0.50	March 27, 2017	-	100,000
0.45	June 28, 2017	2,400,000	2,400,000
0.16	September 19, 2018	3,760,000	3,760,000
0.10	June 25, 2019	2,815,000	2,815,000
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	2,380,000	2,410,000
0.065	April 14, 2021	2,995,000	3,025,000
		15,550,000	15,710,000

Page 11 of 13

Quaterra Resources Inc.

Notes to Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2017

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

b) Share purchase warrants

The following table summarizes information about warrants outstanding with a weighted average exercise price of $0.14 as of March 31, 2017 and December 31, 2016:

			Number of Warrants
Expiry date		Exercise price	December 31, 2016	December 31, 2015
January 2, 2018	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

10. RELATED PARTY TRANSACTIONS

a) Key management comprises directors and executive officers. In the event of a change of control, certain executive officers are entitled to termination benefits equal to the amount that would have been paid during the unexpired term of their employment agreement, and others to the equivalent of either one or two years’ salary. The Company has no post-employment benefits and other long-term employee benefits. Compensation awarded to key management was as follows:

		Three months ended March 31,
		2017		2016
	$		$
Salaries		106		60
Directors' fees		9		9
		115		69

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.

11. SEGMENTED INFORMATION

The Company has one business segment, the exploration of mineral properties. As of March 31, 2017, all the Company’s significant non-current assets are located in the United States.

12. 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 CAD$40,000 as of March 31, 2017.
b)	To acquire certain mineral property interests in Nevada and Alaska (Notes 4 & 14), 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 12 of 13

Quaterra Resources Inc.

Notes to Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2017

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

13. FINANCIAL INSTRUMENT RISK

The board of directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. The Company examines the various financial instrument risk to which it is exposed and assesses the impact and likelihood of those risks.

a) Interest rate risk

The Company’s cash is held in bank accounts that earn interest at variable interest rates. Due to the short-term nature of these financial instruments, fluctuations in market rates do not have a significant impact on the estimated fair value as of March 31, 2017. The Company manages interest rate risk by maintaining an investment policy that focuses primarily on preservation of capital and liquidity.

a) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages liquidity risk by forecasting cash flows. Cash is invested in highly liquid investments which are available to discharge obligations when they come due.

c) Credit risk

Credit risk is the risk of a financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations.

The Company is exposed to credit risk through its cash and cash equivalents which are held in large Canadian financial institutions that have high credit ratings assigned by international credit ratings agencies. The Company believes this credit risk is insignificant.

14. SUBSEQUENT EVENT

On April 25, 2017, the Company announced it signed a lease agreement (“Agreement”) with Chuchuna Minerals Company (“Chuchuna”), an Alaska corporation, giving it an option to purchase a 90% interest in the Groundhog copper prospect, located 20 miles southwest of Anchorage, Alaska.

To earn the 90% interest, the Company is required to fund total $5.0 million exploration over five years, of which $1.0 million is committed in the first year, and to make a lump sum payment to Chuchuna of $3 million by the end of the fifth year.

Page 13 of 13

EX-99.2

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

Quarterly Highlights

For the three months ended March 31, 2017

Dated: May 11, 2017

Quaterra Resources Inc.

Interim MD&A – Quarterly Highlights

For the three months ended March 31, 2017

Quaterra Resources Inc. (“Quaterra” or the “Company”) is a copper exploration and development company with the current objective of advancing its copper projects in the Yerington District, Nevada, United States. The following Interim Management’s Discussion and Analysis (“Interim MD&A”) focuses on the financial condition and results of operations of the Company for the three months ended March 31, 2017. The interim MD&A is prepared as of May 11, 2017 and should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2016, together with the related notes thereto. The Company reports its financial position, financial performance and cash flows in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). All amounts contained herein are in U.S. Dollars, unless otherwise indicated. 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 OTCQB Markets under the symbol “QTRRF”. Additional information related to Quaterra is available on the Company’s 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.

Summary for the three months ended March 31, 2017

•	From June 2014 to March 31, 2017, Freeport-McMoRan Nevada LLC (“Freeport Nevada”) provided $12.15 million in funds to Quaterra subsidiary Singatse Peak Services LLC (“SPS”). These funds were made available 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. SPS used the funds for exploration of the Company’s 51-square-mile property in the historic Yerington Copper District of Nevada, including drilling, geophysical surveys, geologic mapping as well as land, water and minerals rights maintenance, compliance with environmental law and general administrative expenditures.
•	On January 19, 2017, Quaterra announced a 2017 drill program that would test targets throughout the Company’s Yerington land package. Freeport Nevada agreed to make accelerated option payments of up to $1.5 million that SPS intends to use to fund the program. The 2017 Yerington drill program is focused on locating and drilling both potential open-pitable and higher-grade porphyry and skarn mineralization in a number of prospective areas that have been identified across the property.
•	On March 20, 2017, the Company announced the settlement of $500,000 convertible notes by issuing 7,489,898 shares including shares for the interest portion due on some notes.
•	On March 29, 2017, the company announced it had commenced the 2017 drill program. Drill targets have been selected on the basis of geology, geophysical surveys, previous drilling results, and a recently completed induced polarization (IP) survey totaling 34 line kilometers. Drilling will include both reverse circulation and core, with Layne Christensen Company, Chandler, Arizona, providing both drill rigs.
•	On April 25, 2017, the Company announced it signed a lease agreement with Chuchuna Minerals Company, an Alaska corporation, giving it an option to purchase a 90% interest in the Groundhog copper prospect, a 40,000-acre property situated in an established copper porphyry belt located 200 miles southwest of Anchorage, Alaska. Groundhog is located on State of Alaska claims covering the northern extension of a 10- kilometer wide north-northeast trending structural zone that hosts a number of porphyry copper-gold prospects, including the large Pebble porphyry copper, gold and molybdenum project, which is approximately three miles south of the Groundhog claim boundary.
	The Company is committed to funding $1 million for exploration in the first year of the agreement with Chuchuna, and a minimum of $500,000 in each of the following four years. The Company can earn its 90% interest in Groundhog by providing a total of $5 million in funding for exploration over five years, and by paying Chuchuna a lump sum of $3 million by the end of the fifth year. The Company has no obligation to exercise its option and can terminate the agreement at its discretion annually. Chuchuna will be the operator of the project and will plan, implement and manage exploration field programs as set out in a budget and work plan approved by Quaterra.

Page 2 of 5

Quaterra Resources Inc.

Interim MD&A – Quarterly Highlights

For the three months ended March 31, 2017

Review of Operations and Financial Results

The Company’s results have been largely driven by the level of its property holding costs, exploration activities and corporate strategic initiatives. The Company has had no revenue from mining operations since its inception.

The scale and nature of the Company’s corporate and administrative activity have remained relative consistent over the periods presented above. Quarterly fluctuation in (loss) income and comprehensive (loss) income have mainly been caused by non-cash fair value on derivative liabilities and settlement of the convertible notes in the first quarter of 2017.

Excluding non-cash items, general administrative expenses decreased by $0.04 million, or 13%, from same period in 2016 mainly due to the elimination of certain consulting work in the second half of 2016.

On February 28, 2017, the Company’s shares had achieved a closing price of C$0.12 or more for 10-consecutive trading days on the TSXV, and in accordance with the terms of the convertible notes issued on July 2, 2014, the principal of the notes was automatically deemed to have been converted to shares at a rate of C$0.10 per share. The $79,972.60 interest portion due on some of the notes was paid in shares with the remaining interest of $53,315.07 paid in cash. A total of 7,489,898 shares were issued to settle the convertible notes.

As a result, a $0.22 million loss on the settlement of the convertible notes was recorded in the period due to the difference between the market price of the shares and the conversion rate.

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.

Quarterly Information

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

	Q1'17		Q4'16		Q3'16		Q2'16		Q1'16		Q4'15		Q3'15		Q2'15
	$		$		$		$		$		$		$		$
Administration and general office	(274	)	(151	)	(303	)	(440	)	(312	)	(382	)	(384	)	(543	)
Share-based payments	-		-		-		(136	)	-		-		(196	)	(2	)
Exploration partner fee, net of costs	-		19		(20	)	7		13		(2	)	17		(4	)
Fair value gain (loss) on derivative liability	(44	)	(234	)	(43	)	-		731		(351	)	465		(1,589	)
Foreign exchange gain (loss)	(24	)	35		(44	)	56		(24	)	2		25		(10	)
Gain on sale of mineral properties	-		-		81		112		343		-		-		-
Loss on settlement of convertible notes	(222	)
Impairments of mineral properties	-		-		(34	)	(1,446	)	-		-		-		-
Interest income (expenses)	(12	)	-		(64	)	37		(48	)	(11	)	(25	)	(20	)
Net (loss) income	(576	)	(331	)	(427	)	(1,810	)	703		(744	)	(98	)	(2,168	)
Basic (loss) income per share	(0.00	)	(0.00	)	(0.00	)	(0.01	)	0.00		(0.00	)	(0.00	)	(0.01	)

Page 3 of 5

Quaterra Resources Inc.

Interim MD&A – Quarterly Highlights

For the three months ended March 31, 2017

Liquidity and Capital Resources

Cash and cash equivalents were $5.6 million at March 31, 2017. The Company believes it has sufficient cash to maintain its operations in the next 12 months.

Cash used by investing activities was primarily used in exploration activities of $0.75 million which includes preparation of the 2017 drilling program, mineral property maintenance, and general support in Yerington.

The $500,000 convertible note was fully converted to 6,609,000 shares at rate of CAD$0.10 per share. The Company settled interest payments by issuing additional 880,898 shares and paying $53,310 in cash.

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 March 31, 2017.

Related Party Information and Commitments

Manex Resource Group 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. The Company would be required to pay $40,000 if to terminate the office premises as of March 31, 2017

Outstanding Share Data

As at May 11, 2017, 200,969,314 common shares were issued and outstanding, 54,531,000 warrants were outstanding at a weighted exercise price of $0.14, and 15,550,000 stock options were outstanding with exercise prices ranging from CAD$0.05 to CAD$0.45.

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 2016 audited consolidated financial statements.

No new standards and amendments to existing standards have been adopted during the three months ended March 31, 2017.

Financial Instruments Risks

During the three months ended March 31, 2017, there has been no change in the Company’s financial instruments risks or its management approach to those risks.

Page 4 of 5

Quaterra Resources Inc.

Interim MD&A – Quarterly Highlights

For the three months ended March 31, 2017

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 most recent Form 20-F which is available on the Sedar website at www.sedar.com and the 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”).

All statements, other than statements of historical fact, that address activities, events or developments that the Company believes, expects or anticipates will, may, could or might occur in the futures are Forward-Looking Statements. The words such as “believe”, “anticipate”, “expect”, “estimate”, “strategy”, “plan”, “intend”, “may”, “could”, “would”, “should”, or similar expressions are intended to identify 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.

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 (“NI43-101”), the SEC does not recognize these terms. Accordingly, information contained in this MD&A contains descriptions of mineral deposits that may not be comparable to similar information made public by U.S. companies that are not required to comply with NI43-101 and that are subject to the reporting requirements under the U.S. federal securities laws and the rules and regulations thereunder. The SEC permits U.S. companies, in their filings with the SEC, to disclose only those mineral deposits that a company can economically and legally extract or produce. 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.

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.

Page 5 of 5

EX-99.3

Form 52-109FV2
Certification of Interim Filings
Venture 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 March 31, 2017.
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: May 12, 2017

“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 March 31, 2017.
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: May 12, 2017

“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