SecProbe.io

MAIL STOP:  3561
June 7, 2017

Ms. Lei Wang
Quaterra Resources Inc.
1100 – 1199 West Hastings Street
Vancouver, British Columbia, Canada V6E 3T5

Re: Quaterra Resources Inc.
 Form 20-F for the Fiscal Year Ended December 31, 2016
Filed April 3, 2017
File No. 000-55139

Dear Ms. Wang :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Mineral Resources, page 19

1. We note your disclosure of measured and indicated resources in this section.  Please
report your measured resources separately from your indicated resources, which,  we
understand, is required under Canadian disclosure requirements.  See Instruction 1 to
Item 4.D  of Form 20 -F, which permits disclosure of estimates other than reserves if
required by foreign law.

2. The cutoff grade is a critical component used to eval uate the economic potential of the
mineral properties.  Please disclose the commodity prices, operating costs and recovery
parameters used to determine your cutoff grade estimates.  Please see  Instruction 1 to
Item 4.D  of Form 20 -F.  Please show how your cutoff grade calculation demonstr ates
your mineral resource s have reasonable prospects for economic extraction.  In
establishing your cut off grade, your disclosure must realistically reflect the location,
deposit scale, continuit y, assumed mining method, metallurgical processes, costs, and
metal prices.

3. Please insert a small -scale map showing the location and access to each material
property, as re quired by Instruction 1 to Item 4.D. of Form 20 -F.  We believe the

Ms. Lei Wang
Quaterra Resources Inc.
June 7, 2017
Page 2

 guidance found in Industry Guide 7(b)(2) would generally require maps and drawings to
comply with the following features :

 A legend or explanation showing, by means of pattern or symbol, every pattern or
symbol used on the map or drawing.

 A graphical bar scale should be included.  Additional representations of scale such as
"one inch equals one mile" may be utilized provided the original scale of the map has
not been altered.

 A north arrow.

 An index map showing where the property is situated in relationship to the st ate or
province, etc., in which it was located.

 A title of the map or drawing, and the date on which it was drawn.

 In the event interpretive data is submitted in conjunction with any map, the identity of
the geologist or engineer that prepared such data.

Any drawing should be simple enough or of sufficiently large scale to clearly show all
features on the drawing.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any rev iew, comments, action or absence of
action by the staff.

Please  contact George K. Schuler, Mining Engineer at (202) 551 -3718 or me at (202)
551-3795 with any questions.

Sincerely,

       /s/ John Reynolds

John Reynolds
Assistant Director
Office of Beverages, Apparel and Mining