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   Quaterra Resources Inc.: Correspondence - Filed by newsfilecorp.com

    June 21, 2017

    VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporate Finance

    100 F Street, NE

    Washington, DC 20549

    Attention:
    John Reynolds, Assistant Director

Dear Sir:

    Re:
    Quaterra Resources Inc. (the “Company”)

    Form 20-F for the Year Ended December 31,
      2016

    File No. 000-55139

This letter is in response to the SEC comment letter dated June
7, 2017.

The paragraph numbering for the below responses corresponds to
the numbering in the SEC comment letter.

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.

Response:

The Company will in future filings disclose estimates of
measured and indicated resources separately. The following two paragraphs are
proposed to be used in place of the current wording found at page 19 of the Form
20-F under the sub-heading “Mineral Resources”.

The increases to the February 2012 resource are as follows.  Using a 0.12% TCu copper cutoff, the measured oxide and chalcocite resource increased 8% in tons, 10% in grade, and 17% in pounds of contained copper, the indicated oxide and chalcocite resource increased 37% in tons, 9% in grade, and 47% in pounds of contained copper while the inferred resource increased 5% in tons, 14% in grade, and 21% in contained copper. Using a 0.15% TCu copper cutoff, the primary measured resource decreased 3% in tons, increased 10% in grade, and increased 8% in contained copper, the primary indicated resource increased 19% in tons, 15% in grade and 35% in contained copper, while the primary inferred resource increased 4% in tons, 11% in grade, and 13% in contained copper.

    Page 2

Using a cutoff grade of 0.12%, the
Yerington Pit’s acid-soluble oxide/chalcocite mineralization includes a measured
resource of 6.5 million tons averaging 0.25% TCu (33 million pounds of copper),
an indicated resource of 17.0 million tons averaging 0.25% TCu (85 million
pounds of copper), and an inferred resource of 25.9 million tons of 0.23% TCu
(118 million pounds of copper). Using a cutoff of 0.15% TCu, the measured
primary copper resource contains 31 million tons averaging 0.33% TCu (205
million pounds of copper), the indicated primary copper resource contains 74
million tons averaging 0.30% TCu (428 million pounds of copper), and the
inferred primary copper resource contains 128 million tons of 0.23% TCu (600
million pounds of copper).

    2.

      The cutoff grade is a critical component used to
      evaluate 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
      demonstrates your mineral resources have reasonable prospects for economic
      extraction. In establishing your cutoff grade, your disclosure must
      realistically reflect the location, deposit scale, continuity, assumed
      mining method, metallurgical processes, costs, and metal
  prices.

Response

The Yerington project is an exploration stage project and no
economic analysis has been prepared. The parameters applied towards the
estimation of resources at the Yerington project were based on benchmarking from
similar projects. We will modify future disclosure to indicate that cut-off
grades were determined based on benchmarking from similar projects, including
from a report on the preliminary economic assessment the Company’s neighbouring
MacArthur Copper Project. A summary of the parameters used in the benchmarked
cut-off grades will be included in the amended disclosure. The following
disclosure is proposed to be included in future filings in addition of the
current disclosure on page 19 described in response to comment 1 above:

Cutoff grades of 0.12% and 0.15% for
the oxide/chalcocite and sulfide mineralization, respectively, were used in the
Updated Yerington Technical Report based on benchmarking of the Yerington
Deposit to similar deposits using open pit mining. The cutoff values are
representative of grades and recoveries used in calculating the mineral
resources for the preliminary economic assessment for the Company’s adjacent
MacArthur Copper Project, which is described in a NI 43-101 technical report
filed in January of 2014 using an effective date for the resource calculation of
May 2012. The MacArthur study indicates that using the cutoff grades in the
report, the project has reasonable prospects for economic extraction of
mineralization. The Yerington and MacArthur deposits are adjacent, geologically
similar and have similar grade continuity. Open pit mining methods are proposed
for both deposits. They will use similar metallurgical processes. The cutoff
grades are based on similar costs, metal prices and mining/metallurgic
parameters. The benchmark values applied to the Yerington Project from the
MacArthur project are:

    Page 3

    Price and Recovery

    Copper Price (average)
    $2.42/lb

    Oxide Ore recovery
    65% of TCu

    Sulfide Ore recovery
    27% of TCu

    Costs:

    Process (Heap and SXEW)
    $1.02/lb recovered copper

    G&A Cost
    $0.50/ton ore

    Ore Haul and Heap dozing
    $0.25/ton ore

    Mining (ore and waste), base cost
    $1.50/ton

    Mining Lift Charge
    $0.02/ton per 20 ft bench below 4760

    Floating Cone Discount Rate
    0.5% per 20 ft bench

      3.

      Please insert a small-scale map showing the location
      and access to each material property, as required by Instruction 1
      to Item 4.D. of Form 20-F. We believe the guidance found in
      Industry Guide 7(b)(2) would generally require maps and drawings to
      comply with the following features:

      º

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

      º

      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.

      º

      A north arrow.

      º

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

      º

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

      º

      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.

Response:

The company will include the following two location maps for
the Yerington Projects in future disclosure:

    Page 4

Yerington Projects Location Map (Tetra Tech - February 2012)

    Page 5

Yerington Projects Prospect Location Map (Tetra Tech February 2012)

We trust the foregoing is satisfactory. Please advise should
there be further comments.

Yours truly,

QUATERRA RESOURCES INC.

    Per:
    /s/ Thomas C. Patton

    Thomas C. Patton, Ph.D.

    Chief Executive Officer