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, 2018

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 for the nine months ended September 30, 2018
99.2	Management’s Discussion and Analysis for the nine months ended September 30, 2018
99.3	CEO Certification
99.4	CFO Certification

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 9, 2018	By:	/s/ Lei Wang
		Lei Wang
	Title:	Chief Financial Officer

EX-99.1

(An Exploration Stage Company)

Condensed Interim Consolidated Financial Statements

September 30, 2018

(Unaudited – in U.S. Dollars)

Notice to Reader:

These condensed interim consolidated financial statements have not been reviewed by the Company’s independent auditor. These statements have been prepared by and are the responsibility of the Company’s management. This notice is being provided in accordance with National Instrument 51-102 – Continuous Disclosure Obligations.

Quaterra Resources Inc.

Condensed Interim Consolidated Statements of Financial Position

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

	Note		September 30, 2018			December 31, 2017			January 1, 2017
						(Restated - Note 2(c))			(Restated - Note 2(c))
Assets
Current assets:
Cash		$	51		$	1,575		$	6,665
Other receivable			3			3			3
Marketable securities	3		375			286			132
Prepaid			28			28			47
			457			1,892			6,847
Non-current assets:
Mineral properties	4		32,904			31,295			27,597
Reclamation bonds			60			60			70
			32,964			31,355			27,667
Total Assets		$	33,421		$	33,247		$	34,514
Liabilities
Current liabilities:
Accounts payable and accrued liabilities		$	150		$	130		$	111
Related party loan	9(c)		229			-			-
Loan payable	5		297			571			540
Convertible notes			-			-			540
			676			701			1,191
Non-current liability
Convertible debentures	6		660			-			-
Derivative liabilities	7		609			587			938
			1,269			587			938
Total Liabilities			1,945			1,288			2,129
Shareholders' Equity
Share capital			100,729			100,729			100,051
Share-based payment reserve			18,820			18,729			18,560
Deficit	2(C)		(88,073	)		(87,499	)		(86,226	)
			31,476			31,959			32,385
Total Liabilities and Shareholders' Equity		$	33,421		$	33,247		$	34,514

See the accompanying notes to the condensed interim consolidated financial statements.

Nature of Operations and Going Concern – Note 1
Subsequent event – Note 12

Approved on behalf of the Board of Directors on November 8, 2018:

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

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Quaterra Resources Inc.

Condensed Interim Consolidated 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		2018			2017			2018			2017
						(Restated-						(Restated- Note
						Note 2(c))						2(c))
General administrative expenses
Administrative and general		$	90		$	68		$	228		$	176
Investor relations			3			23			74			98
Personnel costs			117			127			353			355
Professional fees			(11	)		12			57			64
Share-based payments			91			-			91			169
Transfer agent and regulatory fees			7			20			34			64
Travel and promotion			2			20			39			76
			(299	)		(270	)		(876	)		(1,002	)
Fair value gain on derivative liability			74			108			321			390
Foreign exchange (loss) gain			(14	)		20			(12	)		27
Loss on settlement of convertible notes			-			-			-			(222	)
Interest and other	5, 6		(54	)		(14	)		(96	)		(27	)
Gain on marketable securities			36			257			89			280
			42			371			302			448
Loss and comprehensive loss for the period			(257	)		101			(574	)		(554	)
Loss per share - basic and diluted		$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average number of common shares outstanding			200,969,314			200,969,314			200,969,314			198,959,158

See the accompanying notes to the condensed interim consolidated financial statements.

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Quaterra Resources Inc.

Condensed Interim Consolidated Statements of Cash Flows

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

		Nine months ended September 30,
		2018			2017
					(Restated - Note 2(c))
Operating activities
Net loss for the period	$	(574	)	$	(554	)
Items not involving cash:
Fair value gain on derivative liability		(321	)		(390	)
Foreign exchange gain		12			(27	)
Interest expense		67			24
Loss on settlement of convertible notes		-			222
Unrealized gain on marketable securities		(89	)		(280	)
Share-based payments		91			169
		(814	)		(836	)
Changes in non-cash working capital
Other receivable		-			1
Prepaid and other		-			19
Accounts payable and accrued liabilities		(3	)		(14	)
Cash used in operating activities		(817	)		(830	)
Financing activities
Loan payable		(295	)		-
Related party loan		207			-
Convertible debenture proceeds, net of issuance costs		961			-
Cash provided by financing activities		873			-
Investing activities
Expenditures on mineral properties		(1,599	)		(5,589	)
Proceeds from option agreement		-			2,393
Reclamation bonds		-			11
Cash used by in investing activities		(1,599	)		(3,185	)
Effect of foreign exchange on cash		19			(46	)
Decrease in cash		(1,524	)		(4,061	)
Cash, beginning of period		1,575			6,665
Cash, end of period	$	51		$	2,604
Supplemental cash flow information
Exploration expenditures included in accounts payable	$	73		$	452
Interest paid in cash	$	-		$	53
Shares issued for interest	$	-		$	80

See the accompanying notes to the condensed interim consolidated financial statements.

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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
	Number of Shares		Amounts		payment reserve		Deficit			Total
Balance, December 31, 2016	193,479,416	$	100,051	$	18,560	$	(86,226	)	$	32,385
Shares issued to settle convertible notes	7,489,898		678		-		-			678
Share-based payments	-		-		169		-			169
Net loss for the period	-		-		-		(554	)		(554	)
Balance, September 30, 2017	200,969,314	$	100,729	$	18,729	$	(86,780	)	$	32,678
Balance, December 31, 2017	200,969,314	$	100,729	$	18,729	$	(87,499	)	$	31,959
Share-based payments	-		-		91		-			91
Net loss for the period	-		-		-		(574	)		(574	)
Balance, September 30, 2018	200,969,314	$	100,729	$	18,820	$	(88,073	)	$	31,476

See the accompanying notes to the condensed interim consolidated financial statements.

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Quaterra Resources Inc.

Notes to Condensed Interim Consolidated Financial Statements

For the nine months ended September 30, 2018

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

1. NATURE OF OPERATIONS AND GOING CONCERN

Quaterra Resources Inc. and its wholly owned subsidiaries, together “Quaterra” or the “Company”, is a copper exploration company with mineral properties in Nevada and Alaska, United States. The Company maintains its head office at 1199 West Hastings Street, Suite 1100, Vancouver, British Columbia, Canada

These condensed interim consolidated financial statements are prepared on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. As at September 30, 2018, the Company had working capital deficiency of $0.22 million. The Company has no source of revenue or cash flow and has significant cash requirements to meet its administrative overhead needs, settle its liabilities in the normal course and meet its mineral property options payments. The Company has renegotiated the terms of certain mineral property option agreements to reduce or defer the required payments. On September 20, 2018, the Company closed a non-brokered financing of net $916,107 by way of issuance a 10% convertible debenture (Note 6). While the Company has been successful in raising funds in the past, there can be no assurance it will be able to do so in the future. These conditions cast substantial doubt on the Company’s ability to continue as a going concern.

These condensed interim consolidated financial statements do not reflect the adjustments to the carrying value of assets and liabilities and the reported expenses and balance sheet classifications that would be necessary were the going concern assumption inappropriate. Such adjustments could be material.

2. BASIS OF PRESENTATION AND ACCOUNTING POLICY CHANGE

a. Statement of compliance

These condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting, using accounting policies consistent with International Financial Reporting Standards, (“IFRS”) as issued by the International Accounting Standards Board. The Company’s significant accounting policies and critical accounting estimates applied in these financial statements are the same as those applied in the Company’s annual consolidated financial statements, except for the adoption of IFRS 9, Financial Instruments (“IFRS 9”) effective January 1, 2018, and should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2017.

b. Accounting estimates and judgments

The preparation of the financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of policies, reported amounts and disclosures. Actual results could differ from those estimates. Differences may be material.

Judgment is required in assessing whether certain factors would be considered an indicator of impairment. Both internal and external information are considered to determine whether there is an indicator of impairment present and accordingly, whether impairment testing is required.

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Quaterra Resources Inc.

Notes to Condensed Interim Consolidated Financial Statements

For the nine months ended September 30, 2018

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

c. Accounting policy change – adoption impact

The Company adopted the provisions of IFRS 9 effective January 1, 2018 on a full retrospective basis.

The Company has elected to measure its equity instruments at fair value through profit and loss (“FVTPL”) instead of through other comprehensive income (loss) (“OCI”). As a result, amounts previously included in OCI has been reclassified to deficit as of January 1, 2017, and any subsequent changes in OCI during fiscal 2017 have been reversed and reflected as a component of net income (loss) for the period.

On adoption of IFRS 9 there were no other changes to the measurement of the Company’s financial assets or financial liabilities. The Company has designated its financial assets and financial liabilities as follows:

• “Cash” is classified as financial assets at amortized cost;

• “Marketable securities” and “Derivative lability” are classified as FVTPL;

• “Accounts payable and accrued liabilities”, “Related party loan”, and “Loan payable” are classified as financial liabilities at amortized cost.

The Company’s accounts payable and loans payable approximate fair value due to their short term nature. The marketable securities are a Level 1 fair value measurement, the derivative warrants are a Level 2 fair value measurement.

The convertible debenture is classified as a liability, less the portion relating to the conversion feature which is classified as a derivative liability. The debt liability was initially recorded at fair value and subsequently at amortized cost using the effective interest rate method and is accreted to the face value over the term of the convertible debenture.

3. MARKETABLE SECURITIES

The Company holds 1,942,795 common shares of Grande Portage Resources Ltd. with a market value of $375,202 (December 31, 2017 - $286,502).

During the nine months ended September 30, 2018, an $88,700 gain was recognized in the profit and loss, following the adoption of IFRS 9 (see Note 2(c)).

4. MINERAL PROPERTIES

The Company defers acquisition, exploration and evaluation costs related to the properties on which it is conducting exploration.

As of September 30, 2018, total mineral property maintenance and exploration costs are listed in the table below:

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Quaterra Resources Inc.

Notes to Condensed Interim Consolidated Financial Statements

For the nine months ended September 30, 2018

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

(In thousands of U.S. Dollars)		MacArthur		Yerington		Bear		Wassuk		Groundhog		Total
Balance, December 31, 2017	$	17,888	$	10,572	$	320	$	1,004	$	1,511	$	31,295
Property maintenance		150		35		592		101		-		878
Geological & mapping		66		45		-		-		10		121
Geophysical & survey		6		3		-		-		12		21
Environmental		-		128		-		-		6		134
Salary		152		132		-		-		15		299
Other		1		11		-		-		25		37
Technical consultant		107		12		-		-		-		119
		482		366		592		101		68		1,609
Balance, September 30, 2018	$	18,370	$	10,938	$	912	$	1,105	$	1,579	$	32,904

a) Copper properties in Nevada

The Company has a 100% interest in the MacArthur and Yerington properties, and has an option to earn a 100% interest in the Bear Deposit and Wassuk properties. These properties are held by the Company’s wholly owned subsidiary Singatese Peak Services, LLC.

On September 17, 2018, the Company announced a purchase and sale agreement with Desert Pearl Farms LLC (“Desert Pearl”), an agriculture company based in Yerington, to sell certain primary ground water rights associated with its copper property in Yerington, Nevada for approximately $6.26 million.

Desert Pearl would deposit an initial $625,920 into escrow, half of which can be used by the Company for corporate use once certain conditions are met. The remaining escrow funds will be released and the balance of funds owing will be paid when the transaction closes.

MacArthur and Yerington

The MacArthur 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.

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

Bear Deposit

Bear Deposit consists of five option agreements covering private land in Yerington, Nevada. Under the terms of these option agreements, as amended, the Company is required to make approximately $5.0 million in cash payments over 11 years ($4.3 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.

Outstanding payments due under the five option agreements by year are as follows:

• $688,000 due in 2018 ($588,000 paid);

• $238,000 due in 2019;

• $188,000 due in 2020;

• $63,000 each due in 2021 and 2022 respectively, and

• $51,000 due in 2023.

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Quaterra Resources Inc.

Notes to Condensed Interim Consolidated Financial Statements

For the nine months ended September 30, 2018

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

Wassuk

The Company has an option to earn an interest in certain unpatented mining claims in Yerington, amended, over ten years and is required to make $1.51 million in cash payments ($0.9 million paid) with balances due on each anniversary from 2019 through 2020 in an amount of $55,000, $60,000 and $500,000, 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.

b) Groundhog property in Alaska

On April 25, 2017, the Company signed a lease agreement with Chuchuna Minerals Company to earn a 90% interest in the Groundhog property located in Alaska. The Company is required to spend a minimum of $1.0 million in the first year and minimum $0.5 million in each of the following four years; any excess expenditures in any year are permitted to be carried forward. The Company spent $1.5 million in 2017 of which $0.5 million is carried forward to 2018 to meet the required minimum expenditures in 2018.

5. LOAN PAYABLE

Pursuant to an option agreement entered with Freeport-McMoRan Nevada LLC (“Freeport Nevada”) on June 13, 2014, the Company borrowed a $500,000 secured note from Freeport Nevada on May 8, 2015 in order to facilitate a real property interest acquisition within the Bear Deposit area. Following the termination of the option agreement on September 11, 2017, the secured note became due February 28, 2018, 180 days after the termination.

During the nine months ended September 30, 2018, the Company extended the repayment and paid $28,816 extension fee to Freeport Nevada. On September 6, 2018, the Company paid 50% of the outstanding amount including interest accrued, amended the interest rate from 5% to 10% per annum, compound daily, and restated the remaining balance of $295,467 as new principal repayable by March 6, 2019.

6. CONVERTIBLE DEBENTURES

On August 28 and September 20, 2018, the Company completed a non-brokered financing in tranches by way of secured convertible debentures for a net proceed of $961,107. The convertible debentures bear simple interest at a rate of 10% per annum, payable in arrears, until February 28 and March 20, 2020. Interest may be paid in cash or shares at the option of the debenture holders, subject to regulatory approvals in the case of share payments.

The outstanding principal amount is convertible into units of the Company at a price of $0.05 or CAD 0.065 per unit in the first 12 months, and thereafter at a price of $0.075 or CAD 0.10 until the maturity date. Each unit consists of a common share and a warrant; each warrant will entitle the holder to acquire an additional common share at a price of $0.05 or CAD 0.065 for a period of four years.

In the event that the Company’s shares trade at no less than $0.25 or $0.375 for a period of 10 consecutive trading days, the Company will have the right to convert the debentures or may elect to accelerate the expiry date of the warrants to 21 days thereafter, respectively.

The Company evaluated the convertible debentures and determined the conversion option is an embedded derivative liability based on the fact the conversion into units could result a variable number of shares to be issued. As such, the net proceeds were allocated as $618,572 to the debt component and $342,535 to the derivative liability component of the convertible debentures.

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Quaterra Resources Inc.

Notes to Condensed Interim Consolidated Financial Statements

For the nine months ended September 30, 2018

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

At inception, the fair value of derivative liability is calculated using the Black-Scholes model with the following assumptions: volatility of 99%, expected term of 1.5 year, discount rate of 1.46% and dividend yield of 0%.

7. DERIVATIVE LIABILITIES

In connection with the issuance of the above convertible debentures and 19,000,000 warrants in an asset purchase agreement with Freeport-McMoRan Mineral Properties Inc. on October 3, 2014, the conversion option and the warrants are classified as derivative liabilities, carried at fair value and revalued at each reporting date.

As of September 30, 2018, the derivative liabilities were revalued using the weighted average assumptions: volatility of 108%, expected term of 1.3 year, discount rate of 1.53% and dividend yield of 0%:

(In thousands of U.S. Dollars)		Fair value
At January 1, 2017	$	938
Change in fair value estimates		(351	)
At December 31, 2017		587
Issuance of convertible debentures		343
Change in fair value estimates		(321	)
At September 30, 2018	$	609

8. WARRANTS AND STOCK OPTIONS

a) Share purchase warrants

During the nine months ended September 30, 2018, a total of 35.5 million warrants expired unexercised.

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

b) 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.

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Quaterra Resources Inc.

Notes to Condensed Interim Consolidated Financial Statements

For the nine months ended September 30, 2018

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

The table below presents changes in stock options as of September 30, 2018:

	Number of		Weighted Average
	Options		Exercise Price (CAD$)
Outstanding, beginning of period	16,050,000		0.16
Granted	2,570,000		0.06
Expired	(3,760,000	)	0.16
Outstanding, end of period	14,860,000		0.09
Exercisable, end of period	14,860,000		0.09

The following table summarizes information about stock options outstanding by expiry dates with exercise price in Canadian dollars:

		Number of Options Outstanding
Expiry Date	Exercise Price (CAD$)	September 30, 2018	December 31, 2017
September 19, 2018	0.16	-	3,760,000
June 25, 2019	0.10	2,815,000	2,815,000
December 31, 2019	0.05	1,000,000	1,000,000
March 26, 2020	0.05	200,000	200,000
July 16, 2020	0.13	2,380,000	2,380,000
April 14, 2021	0.065	2,995,000	2,995,000
June 23, 2022	0.095	2,900,000	2,900,000
September 20, 2023	0.06	2,570,000	-
		14,860,000	16,050,000

The Company applies the fair value method of accounting for stock options which requires highly subjective assumptions including expected price volatility. Changes in these assumptions can materially affect fair value estimate. The Company used the following assumptions in the Black-Scholes option pricing model: volatility 102% (85% - 2017), risk-free rate 1.32% (0.6% - 2017), 5-year life and 0% forfeiture rate as well as 0% expected dividend yield.

Share-based payment expenses were allocated as follow:

(In thousands of U.S.		Three months ended September 30,				Nine months ended September 30,
Dollars)		2018		2017		2018		2017
Consultants	$	22	$	-	$	22	$	55
Directors and officers		53		-		53		88
Employees		16		-		16		26
	$	91	$	-	$	91	$	169

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Quaterra Resources Inc.

Notes to Condensed Interim Consolidated Financial Statements

For the nine months ended September 30, 2018

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

9. 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 September 30,				Nine months ended September 30,
(In thousands of U.S. Dollars)		2018		2017		2018		2017
Salaries	$	108	$	110	$	326	$	322
Directors' fees		9		9		27		27
Share-based payments		53		-		53		114
	$	170	$	119	$	406	$	463

b)	Manex Resource Group (“Manex”) is a private company owned by the Company’s Corporate Secretary Mr. Lawrence Page. During the nine months ended September 30, 2018, the Company paid $93,344 (CAD $119,910) to Manex for its Vancouver office space and general office services. As of September 30, 2018, $13,147 (CAD $17,018) was payable to Manex.
c)	On June 13, 2018 and July 11, 2018, the CEO of the Company, Mr. Thomas Patton, advanced a CAD $300,000 and CAD $100,000 loan to the Company for its operating expenses. The loan is unsecured, bears an interest rate of 10% per annum due six months from the advancement date.
	As of September 30, 2018, $100,000 (CAD $130,000) was repaid to Mr. Patton.

10. SEGMENTED INFORMATION

The Company has one business segment, the exploration of mineral properties. As of September 30, 2018, all the Company’s significant non-current assets are located in the United States.

11. CAPITAL MANAGEMENT AND FINANCIAL INSTRUMENT RISKS

There has been no change in the Company’s approach to capital management, the financial instrument risks or management’s approach to those risks during the period ended September 30, 2018. Please see Note 1 for more details.

12. SUBSEQUENT EVENT

Further to the purchase and sale agreement announced on September 17, 2018, the Company received $312,960 or half of the initial deposit on October 11, 2018. The proceeds of the water right sale will be recorded as a reduction in the carrying value of the mineral properties of the Company.

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EX-99.2

Management’s Discussion and Analysis
Quarterly Highlights

For the nine months ended September 30, 2018

Dated: November 8, 2018

(In U.S. dollars)

Quaterra Resources Inc.

Management’s Discussion and Analysis – Quarterly Highlights

For the nine months ended September 30, 2018

This Management’s Discussion and Analysis (“MD&A”) of Quaterra Resources Inc. and its wholly owned subsidiaries collectively, “Quaterra” or the “Company”, dated November 8, 2018, should be read in conjunction with the condensed interim consolidated financial statements for the nine months ended September 30, 2018 and the audited consolidated financial statements for the year ended December 31, 2017 and related notes thereto. All of the financial information presented here is expressed in U.S. dollars, unless otherwise indicated.

The Company’s common shares are listed on the TSX Venture Exchange (“TSXV”) under the symbol “QTA” and trade on the OTCQB Market under the symbol “QTRRF”. Information about mineral resources as well as risks associated with investing in the Company’s securities is contained in the Company’s most recently filed 20-F. Further information on the Company 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.

Highlights

In November 2017, Quaterra engaged M3 Engineering & Technology Corporation (“M3”), of Tucson, Arizona, to review opportunities to optimize the near-term production potential at MacArthur as laid out in the 2012 Preliminary Economic Assessment (“2012 PEA”). MacArthur is located in the northern part of the Company’s 51-square-mile property in the historic Yerington Copper District, Nevada, that also includes the Yerington and Bear copper deposits.

On January 10, 2018, the Company announced that it had initiated preparation of a comprehensive prefeasibility study on its MacArthur open-pit, oxide-leach copper project. The Company intends engaging M3 to complete the prefeasibility study in order to add more certainty to the economic potential of MacArthur with a view towards advancing the project toward development.

Quaterra announced it has also engaged Independent Mining Consultants (“IMC”) of Tucson, Arizona, to update the MacArthur mineral resource estimate by incorporating the results of work completed since the 2012 PEA, re-evaluate the assumptions in the 2012 PEA, and identify additional opportunities to enhance the mine plan.

On August 29 2018, the Company announced the closing of a non-brokered private placement by issuing secured convertible debentures for gross proceeds of $550,000 and CAD $500,000. The convertible debentures have a maturity date of February 28, 2020, and bear interest at a rate of 10% per annum. Repayment of outstanding principal and interest are secured by a general security interest over the assets of the Company.

The convertible debentures are convertible into units of the Company at a price of $0.05 or CAD $0.065 per unit in the first 12 months, and thereafter at a price of $0.075 or CAD $0.10 until the maturity date. Each unit consists of a common share and a warrant. Each warrant will entitle the holder to acquire an additional common share at a price of $0.05 or CAD $0.065 for a period of four years. The convertible debentures are subject to certain acceleration clauses. On September 20, 2018, the Company announced it had completed a second tranche of the offering for an additional CAD $50,000, bringing the total net proceeds of the financing to $961,107.

On September 17, 2018, the Company announced that its wholly-owned subsidiary Singatse Peak Services LLP (“SPS”) had entered into a purchase and sale agreement to sell certain primary ground water rights associated with its copper property in Yerington, Nevada, to Desert Pearl Farms LLC (“Desert Pearl”), a Yerington-based company involved in agriculture in the district, for approximately $6.26 million.

Desert Pearl deposited an initial $625,920 into escrow, half of which was released to Quaterra on October 11, 2018. The remaining escrow funds will be released and the balance of funds owing will be paid when the State of Nevada Division of Water Resources approves a change in the manner of use of the water rights from mining to agriculture, their place of use and when title is transferred to Desert Pearl. Once the sale has closed, the Company will retain about 6,700 acre-feet per year of primary ground water permitted for mining on its 51-square-mile Yerington property. In addition to these primary ground water rights, SPS also has decree, supplemental and storage water rights associated with options it holds on private land over the property’s Bear deposit.

Page 2 of 5

Quaterra Resources Inc.

Management’s Discussion and Analysis – Quarterly Highlights

For the nine months ended September 30, 2018

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.

During the nine months ended September 30, 2018, the Company spent $1.6 million in exploration activities allocated as follows: 37% to Bear, 30% to MacArthur, 23% to Yerington, 6% to Wassuk and 4% to Groundhog.

Interest and other includes interest accrued on the loans and convertible debentures plus the repayment extension fee paid to Freeport-McMoRan Nevada LLC (“Freeport Nevada”).

General administrative expenses are mainly comprised of salaries and general corporate head office expenses in addition to other costs related to operating a public company with a listing in Canada. The scale and nature of the Company’s corporate and administrative activity has remained relatively consistent over the periods presented. Quarterly fluctuation in (loss) income have mainly been caused by non-cash fair value on derivative liabilities, share-based payments and onetime event such as settlement of convertible notes in the first quarter of 2017.

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

(In thousands of U.S. dollars except for per share amount)	Q3'18 $		Q2'18 $		Q1'18 $		Q4'17 $		Q3'17 $		Q2'17 $		Q1'17 $		Q4'16 $
Administrative and general office	(208	)	(259	)	(318	)	(532	)	(270	)	(289	)	(274	)	(151	)
Fair value gain (loss) on derivative liability	74		74		173		(39	)	108		326		(44	)	(234	)
Foreign exchange gain (loss)	(14	)	8		(6	)	(60	)	20		31		(24	)	35
Gain on disposal of assets	-		-		-		186		-		-		-		-
Impairments	-		-		-		-		-		-		-		-
Interest and other	(54	)	(6	)	(36	)	(85	)	(14	)	(1	)	(12	)	19
Loss on settlement of convertible notes	-		-		-		122		-		-		(222	)	-
Share-based payments	(91	)	-		-		-		-		(169	)	-		-
Gain (loss) on marketable securities	36		23		30		(311	)	257		8		15		(12	)
Net (loss) income	(257	)	(160	)	(157	)	(719	)	101		(94	)	(561	)	(343	)
Basic (loss) income per share	(0.00	)	(0.00	)	(0.00	)	(0.00	)	0.00		(0.00	)	(0.00	)	(0.00	)

Liquidity and Capital Resources

The Company is an exploration stage company and has to raise funds by the issuance of its common shares or other financial instruments, or by entering partnering or joint venture arrangements, or by disposing of certain mineral and other non-core assets. As at November 8, 2018, the Company has approximately $93,000 cash on hand and expects $5.9 million in proceeds from the sale of primary ground water rights to be received within next four to five months.

On September 20, 2018, the Company completed in two tranches a non-brokered financing by issuing 10% secured convertible debentures for net proceeds of $961,107. The net proceeds have been used for property payments and general corporate and working capital purposes.

On September 6, 2018, the Company repaid $295,350 in connection with a $500,000 secured loan dated May 8, 2015, with Freeport Nevada. The remaining balance of $295,467 is amended at an interest rate from 5% to 10% and repayable by March 6, 2019. The Company paid a $28,816 extension fee to Freeport Nevada in February 2018 for a 180-day repayment extension to September 6, 2018.

During the nine months ended September 30, 2018, the CEO of the Company advanced a total of CAD $400,000 to the Company for its operating expenses. As of November 8, 2018, CAD $270,000 is outstanding and repayable by December 13, 2018, at annual interest rate of 10%.

Page 3 of 5

Quaterra Resources Inc.

Management’s Discussion and Analysis – Quarterly Highlights

For the nine months ended September 30, 2018

As of November 8, 2018 the Company holds 1,942,795 common shares of Grande Portage with a fair market value of approximately CAD $350,000.

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.

Related Party Information

Manex Resources 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. The Company currently is on a month-to-month basis.

Outstanding Share Data

As at November 8, 2018, 200,969,314 common shares were issued and outstanding, 19,000,000 warrants were outstanding, and 14,860,000 stock options were outstanding with exercise prices ranging from CAD $0.05 to CAD $0.16.

Risks and Uncertainties

The Company is subject to a number of risks and uncertainties, each of which could have an adverse effect on its 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 at 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.

Page 4 of 5

Quaterra Resources Inc.

Management’s Discussion and Analysis – Quarterly Highlights

For the nine months ended September 30, 2018

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.

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 September 30, 2018.
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 9, 2018

“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, 2018.
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 9, 2018

“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