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CORRESP
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    Lion Copper and Gold Corp.: CORRESP - Filed by newsfilecorp.com

    December 11, 2025

    VIA EDGAR

    Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, NE

    Washington, D.C. 20549

    Re: Lion Copper and Gold Corp. - Request for Acceleration of Effective Date

    Registration Statement on Form S-1

    File No. 333-290596

    Acceleration Request

    Requested Date:  December 15, 2025

    Requested Time:  10:30 a.m. Eastern Time

    Ladies and Gentlemen:

    Pursuant to Rule 461(a) promulgated under the Securities Act of 1933, as amended, we hereby request that the Registration Statement on Form S-1 of Lion Copper and Gold Corp., File No. 333-290596, be declared effective at 10:30 a.m. Eastern Time on Monday, December 15, 2025, or as soon thereafter as practicable. We respectfully request that you notify Brad Wiggins of Securities Law USA, PLLC of such effectiveness by telephone at (661) 713-6843.

    Please contact Mr. Wiggins if you have any questions with respect to this request. Thank you.

            Sincerely,

            Lion Copper and Gold Corp.

            By:
            /s/ Lei Wang

            Lei Wang

            Chief Financial Officer

        1200 - 750 West Pender Street, Vancouver, BC, V6C 2T8

January 8, 2025
Lei Wang
Chief Financial Officer
Lion Copper and Gold Corp.
750 West Pender Street
Vancouver, British Columbia
V6C 2T8
Re:Lion Copper and Gold Corp.
Form 10-K for the Fiscal year Ended December 31, 2023
Filed April 1, 2024
File No. 000-55139
Dear Lei Wang:
            We have completed our review of your filing. We remind you that the company and
its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
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    Lion Copper and Gold Corp.: CORRESP - Filed by newsfilecorp.com

    December 26, 2024

    Via EDGAR

    John Coleman

    Division of Corporation Finance

    Office of Energy & Transportation

    Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C. 20549

    Re: Lion Copper and Gold Corp.
       Form 10-K for the Fiscal year Ended December 31, 2023
       Filed April 1, 2024
       File No. 000-55139

    Ladies and Gentlemen:

    This letter is in response to the comments provided by the staff of the Securities and Exchange Commission (the "Commission") in the letter dated December 10, 2024, regarding comments to Lion Copper and Gold Corp.'s (the "Company") Form 10-K for the fiscal year ended December 31, 2023. Below are our responses to each of the comments raised by the Commission. In relation to our responses, we have filed Amendment No. 1 to our Annual Report on Form 10-K/A concurrently herewith  ("Amended Annual Report").

    Form 10-K for the Fiscal year Ended December 31, 2023 Filed April 1, 2024 Item 2. Properties, page 17

    1. SEC Comment: Please provide a summary of your mineral properties as required by Item 1303(b) of Regulation S-K. This disclosure should include a map of all mineral properties and include an overview of all properties in which you have an interest, including royalty properties. This disclosure may be in narrative or tabular format.

    Clearly identify which properties you consider to be material properties.

    Company Response: The Company has amended the disclosure in Item 2. Properties of the Amended Annual Report to provide the required summary disclosure under Item 1303(b)of Regulation S-K and clearly indicate which properties the Company considers material.

    2. SEC Comment: For each material property please provide the disclosure required by Item 1304(b) of Regulation S-K.

    Company Response: The Company has amended the disclosure in Item 2. Properties of the Amended Annual Report to provide the disclosure required by Item 1304(b) of Regulation S-K for each of its material properties.

    3. SEC Comment: Please disclose the information required by Item 1305 with respect to your internal controls used in your exploration and mineral resource and reserve estimation efforts.

    Company Response: The Company has amended the disclosure in Item 2. Properties of the Amended Annual Report to disclose the information required by Item 1305 of Regulation S-K in relation to its exploration results.

    4. SEC Comment: We note that you have disclosed mineral resources for the Yerington deposit on page F-68 of your filing and on your company website. Only S-K 1300 compliant mineral resources may be disclosed in your filing. Please revise to disclose your S-K 1300 mineral resources in the mineral property section of your filing as required by Item 1303(b)(3) and Item 1304(d)(1) of Regulation S-K.

    Please file your S-K 1300 compliant technical report summary to support mineral resources as required by Item 1302(b) of Regulation S-K.

    Company Response: The Company has amended the disclosure contained in the F-pages of its Management's Discussion and Analysis in the Amended Annual Report to remove the disclosure of mineral resources which were inadvertently included in the filing as the same Management's Discussion and Analysis disclosure was being used to meet the Company's filing obligations in Canada under NI 43-101.

    5. Please revise to remove the results of your preliminary economic assessment until you have completed and filed an S-K 1300 initial assessment that includes an assessment of the economic potential of your mineral resources.

    Company Response: The Company has amended the disclosure contained in the F- pages of its Management's Discussion and Analysis in the Amended Annual Report to remove the results of the preliminary economic assessment.

    Please contact our counsel, Jason K. Brenkert of Dorsey & Whitney LLP, at 303-352-1133 or brenkert.jason@dorsey.com with any questions regarding these responses.

    Sincerely,

    LION COPPER AND GOLD CORP.

    /s/ Steven Dischler

    Steven Dischler
Chief Executive Officer

    cc:  Ms. Lei Wang

     CFO, Lion Copper & Gold

     Mr. Jason Brenkert

     Dorsey & Whitney LLP

December 10, 2024
Lei Wang
Chief Financial Officer
Lion Copper and Gold Corp.
750 West Pender Street
Vancouver, British Columbia
V6C 2T8
Re:Lion Copper and Gold Corp.
Form 10-K for the Fiscal year Ended December 31, 2023
Filed April 1, 2024
File No. 000-55139
Dear Lei Wang:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal year Ended December 31, 2023 Filed April 1, 2024
Item 2. Properties, page 17
1.Please provide a summary of your mineral properties as required by Item 1303(b) of
Regulation S-K. This disclosure should include a map of all mineral properties and
include an overview of all properties in which you have an interest, including royalty
properties. This disclosure may be in narrative or tabular format.

Clearly identify which properties you consider to be material properties.
2.For each material property please provide the disclosure required by Item 1304(b) of
Regulation S-K.
3.Please disclose the information required by Item 1305 with respect to your internal
controls used in your exploration and mineral resource and reserve estimation efforts.

December 10, 2024
Page 2
4.We note that you have disclosed mineral resources for the Yerington deposit on page
F-68 of your filing and on your company website. Only S-K 1300 compliant mineral
resources may be disclosed in your filing. Please revise to disclose your S-K 1300
mineral resources in the mineral property section of your filing as required by Item
1303(b)(3) and Item 1304(d)(1) of Regulation S-K.

Please file your S-K 1300 compliant technical report summary to support mineral
resources as required by Item 1302(b) of Regulation S-K.
5.Please revise to remove the results of your preliminary economic assessment until you
have completed and filed an S-K 1300 initial assessment that includes an assessment
of the economic potential of your mineral resources.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Please contact John Coleman at 202-551-3610 or Craig Arakawa at 202-551-3650 if
you have questions regarding comments.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

MAIL STOP:  3561

June 23, 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 completed our review of your filing .  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

       /s/ John Reynolds

John Reynolds
Assistant Director
Office of Beverages, Apparel and Mining

CORRESP
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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

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

November 17 , 2014

Via E -mail
Mr. Scott Hean
Chief Financial Officer
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, 2013
Filed March 31, 2014
File No. 001 -33965

Dear Mr. Hean :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities la ws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ John Reynolds

John Reynolds
Assistant Director

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

12 November 2014

Mr. John Reynolds
Assistant Director
Division of
Corporation Finance
U.S. Securities & Exchange Commission
100 F
Street, NE
Washington, D.C. 20549

ATTN: Coleman, John [mailto:ColemanJ@sec.gov]

Dear Mr. Coleman:

    RE:
    Quaterra Resources Inc.

    Form 20-F for the Fiscal Year Ended December
      31, 2013

    Filed March 31, 2014

    File No 001-33965

On behalf of Quaterra Resources Inc. (the “Company”), I am in
receipt of your comment letter dated November 7, 2014 and provide the following
responses:

    1.

      We note that the results of your preliminary economic
      assessments include inferred resources. Our understanding of
      National Instrument 43-101 is that the results of a preliminary
      economic assessment that includes inferred resources should include
      language stating that the assessment is preliminary in nature,
      includes inferred resources that are considered too speculative
      geologically to have economic considerations applied to them, and
      that there is no certainty that the assessment will be realized. Please
      advise.

RESPONSE:

       In future filings and
relevant submissions to the Securities and Exchange Commission (the
“Commission”), the Company will include the cautionary language referenced in
your comment regarding the use of inferred resources. Please note that he
appropriate cautionary notes regarding the use of inferred resources are however
disclosed in the MacArthur preliminary economic analysis (“PEA”), the press
release announcing the PEA and the Company’s corporate presentation. The
technical reports, press release and corporate presentation are all posted on
the Company’s website.

    2.

      We note your disclosure on page 26 regarding 124
      million tons of mineralized material. Please tell us if this
      estimate is considered a historical estimate. If so, our understanding of
      National Instrument 43-101 is that historical estimates should
include the language listed under section 2.4 of National Instrument 43-101.
Please advise.

Page 1 of 2

RESPONSE:

       In future filings and
relevant submissions to the Commission, the Company will include the cautionary
language referenced in your comment. Please note that the statement on page 26
of the Form 20-F regarding 124 million tons of mineralized material refers to
the “residuals” present on the Yerington Mine Site that are present from
previous mining operations at the site. The residuals are referenced in the
MacArthur PEA and the Yerington Mine 43-101 Resource reports, as “mineralized
material” and therefore are neither a 43-101 compliant resource nor a historical
resource. Additional details regarding the residuals are described in the NI
43-101 Technical Reports. The residuals are not included in the resource
estimate at the Yerington site or in the PEA or resource estimate at the
MacArthur site.

* * *

In connection with responding to the staff’s comments, the
Company acknowledges the following:

  the Company is responsible for the adequacy and accuracy of the disclosure
  contained in the filing;
  staff comments or changes to disclosure in response to staff comments do
  not foreclose the Commission from taking any action with respect to the
  filing; and
  the Company may not assert staff comments as a defense in any proceeding
  initiated by the Commission or any person under the federal securities laws of
  the United States.

If you have any questions, please do not hesitate to contact me
at (604) 641-2747.

Yours truly

/s/ Scott Hean

Scott Hean
Chief Financial Officer

Page 2 of 2

November 7, 2014

Via E -mail
Mr. Scott Hean
Chief Financial Officer
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, 2013
Filed March 31, 2014
File No. 001 -33965

Dear Mr. Hean :

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 this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and  circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

Form  20-F for the Fiscal Year Ended December 31, 2013.

D. Property, Plants and Equipment page 15

1.   We note that the results of your preliminary economic assessments include inferred
resources.  Our understanding of National Instrument 43 -101 is that the results of a
preliminary economic assessment that includes inferred resources should include
language stating that the assessment is preliminary in nature, includes inferred resources
that are considered too speculative geologically to have economic co nsiderations applied
to them, and that there is no certainty that the assessment will be realized.  Please advise.

2. We note your disclosure on page 26 regarding 124 million tons of mineralized material.
Please tell us if this estimate is considered a h istorical estimate.  If so, our understanding

Mr. Scott Hean
 Quaterra Resources Inc.
 November 7, 2014
 Page 2

 of National Instrument 43 -101 is that historical estimates should include the language
listed under section 2.4 of National Instrument 43 -101.  Please advise.

We urge all persons who are responsible for the ac curacy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all fac ts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not as sert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact John Coleman  at(202)551 -3610  if you have questions regarding
engineering comments.

Sincer ely,

 /s/ John Reynolds

John Reynolds
Assistant Director

October 19 , 2012

Via E -Mail
Thomas Patton
Chief Executive Officer
Quaterra Resources, Inc.
1100 – 1199 West Hastings Street
Vancouver, BC
V6E 3T5 Canada

Re: Quaterra Resources, Inc.
 Form 40-F for Fiscal Year Ended December 31, 2011
Filed March 30, 2012
File No. 001 -33965

Dear Mr. Patton :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United  States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing  to be certain that the filing include s the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

/s/Tia  L. Jenkins

Tia L. Jenkins
Senior Assistant Chief Accountant
Office of Beverages, Apparel , and
Mining

CORRESP
1
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   Quaterra Resources Inc.: Correspondence - Filed by newsfilecorp.com

September 26, 2012

SENT BY COURIER

Division of Corporation Finance
U.S. Securities &
Exchange Commission
100 F Street, NE
Washington, D.C. 20549

Attention: Tia L. Jenkins
Senior Assistant Chief Accountant

Office of Beverages, Apparel and Mining

    Re: Quaterra
      Resources Inc. – Form 40-F for Fiscal Year Ended December 31, 2011 Filed March 30, 2012 File No. 001-33965

Dear Sirs:

I have been asked to reply to your letter of September 18,
2012. As requested, our response will be partially in narrative form herein and
included in an amended AIF to be annexed to a revised Form 40F when all issues
have been settled. We expect that the response will be completed within the time
limited in your letter but request your forbearance in allowing minimal
additional time if the exchange of correspondence is not completed within the
stated ten business days.

In reference to the noted items we advise:

Form 40-F for Fiscal Year Ended December 31,
2011

Exhibit 99.1

Annual Information Form

Mineral Resource Estimate, page
20

    1.

We note your disclosure of resource estimates below your
current economic cutoff grade in this section of your filing. Mineral resources
must have reasonable prospects for economic extraction for both operating mines
and undeveloped properties with the reportable resources delimited using an
economically based cutoff to segregate resources from mineralization. Please
remove all resource estimates from your filing which are not based on an
economically derived cutoff.

The current Indicated and Inferred Mineral Resources of the
Concordia and San Gregorio North veins, reported at various Ag ranges
(g/t)1 are shown in the following table:

… 2/

Division of Corporation Finance
U.S. Securities and
Exchange Commission
September 26, 2012
Page 2

    Ag Range (g/t)
    Vein
    Zone
    Classification
    Tonnes (t)
    Au (g/t)
    Ag (g/t)
    Au (oz) 2
     Ag (oz) 2

    > 45.0
    Concordia
    La Quinta
    Indicated
    4,590,000
    0.10
    103.4
    14,757
    15,259,171

    Concordia
    La Quinta
    Inferred
    10,516,000
    0.08
    85.5
    27,048
    28,907,758

    San Gregorio

    North
    Inferred
    4,005,000
    0.15
    79.4
    19,315
    10,223,998

    > 60.0
    Concordia
    La Quinta
    Indicated
    3,625,000
    0.11
    117.0
    12,820
    13,636,144

    Concordia
    La Quinta
    Inferred
    6,319,000
    0.09
    107.8
    18,285
    21,901,045

    San
      Gregorio
    North
    Inferred
    2,608,000
    0.16
    94.3
    13,416
    7,907,096

    > 75.0
    Concordia
    La Quinta
    Indicated
    2,757,000
    0.13
    132.6
    11,523
    11,753,792

    Concordia
    La Quinta
    Inferred
    3,734,000
    0.11
    136.3
    13,206
    16,363,187

    San
      Gregorio
    North
    inferred
    1,792,000
    0.17
    107.1
    9,795
    6,170,569

    > 90.0
    Concordia
    La Quinta
    Indicated
    2,057,000
    0.14
    149.8
    9,259
    9,907,038

    Concordia
    La Quinta
    Inferred
    2,506,000
    0.12
    163.1
    9,669
    13,141,131

    San
      Gregorio
    North
    Inferred
    1,383,000
    0.17
    114.6
    7,559
    5,095,708

    > 120.0
    Concordia
    La Quinta
    Indicated
    1,106,000
    0.16
    189.8
    5,689
    6,749,150

    Concordia
    La Quinta
    Inferred
    1,454,000
    0.14
    206.6
    6,545
    9,658,117

    San
      Gregorio
    North
    Inferred
    460,000
    0.17
    137.8
    2,514
    2,038,003

    > 150.0
    Concordia
    La Quinta
    Indicated
    655,000
    0.19
    229.0
    4,001
    4,822,525

    Concordia
    La Quinta
    Inferred
    904,000
    0.15
    251.2
    4,360
    7,301,058

    San
      Gregorio
    North
    Inferred
    72,000
    0.19
    169.4
    440

    392,142

1Tonnes have been rounded up to the nearest 1,000.
Au is reported to 2 decimal places and Ag to 1 decimal place.
21
troy ounce = 31.103 grams.

… 3/

Division of Corporation Finance

U.S. Securities and Exchange Commission

September 26, 2012

Page 3

Measured resources could not be estimated for the La Quinta and San Gregorio North zones because metallurgical testing is only in the preliminary stages and drill spacing is still considered too broad to confidently estimate. Material was
reclassified from Indicated to Inferred Mineral Resource category in areas where the classification was supported by only one drill hole. The classification of material in the area of the historic Concordia mine was also reduced in its
classification because the actual 3D location and extents of the workings are not accurately known.  Based on a historic long section circa 1954, development appears to have been completed down to 200m below surface, and mining carried out only to
approximately 100m depth.

A conceptual analysis of the resource model using mine planning software assisted the development of an appropriate exploration program to advance the Nieves Project. Gemcom Whittle software was used in this process with conceptual costs forecast by
Quaterra, the Mineral Resources (Indicated and Inferred) and two (2) pit slopes (45 and 50°) to create a number of scenarios.  The resulting pit shells were examined in 3D and drill holes proposed that would test the area between the shells,
along strike outside the shells and potentially upgrade Inferred Mineral Resources to the Indicated Mineral Resources classification.

The analysis showed that the La Quinta zone needs additional drill testing in the area between the shells to potentially upgrade the Inferred Mineral Resources to Indicated Mineral Resources and that additional drill testing should be completed
along strike (both directions) of the extents of the larger conceptual pit to potentially increase the tonnage of the Ag mineralization. Similarly, drilling needs to be completed along strike, in both directions of the San Gregorio Zone to determine
the extent of the mineralization that occurs along this trend. Drilling also needs to be closer spaced in the area drilled in the last exploration program to potentially increase to resource class from Inferred Mineral Resource to Indicated Mineral
Resource.

Specific recommendations by Caracle Creek for the Nieves project include step out drilling to close off the strike extent of the Concordia and San Gregorio vein systems and infill drilling to upgrade mineral resource classification in San Gregorio
North and to the SW of the high grade La Quinta resource. Additional recommendations include drill testing geophysical anomalies in the Dolores, Santa Rita, California and Orion areas and a continuation of metallurgical test work on the Concordia
and the San Gregorio mineralization with additional specific gravity determinations to more accurately estimate the deposit tonnage along both vein systems.

On August 10, 2010, Caracle Creek completed an updated NI 43-101 compliant independent resource estimate for Nieves silver property. The updated resource estimate for the San Gregorio North zone was just over 4 million tonnes of Inferred Mineral
Resources with an estimated grade of 79.4 g/t Ag and 0.15 g/t Au equating to almost 10.25 million ounces of Ag and over 19,000 ounces of Au.  Resources estimated for the La Quinta zone include almost 4.6 million tonnes of Indicated Mineral Resources
averaging 103.4 g/t silver (~15.26 million Ag ounces) and 0.10 g/t Au in addition to just over 10.5 million tonnes of Inferred Mineral Resources grading 85.5 g/t Ag (~ 28.9 million Ag ounces) and 0.08 g/t Au.

           … 4/

Division of Corporation Finance
U.S. Securities and
Exchange Commission
September 26, 2012
Page 4

    2.

      Please disclose the metal price assumptions, all
      other key assumptions and parameters used to prepare all your resource
      estimates.

The updated resource estimate uses a base case cut-off of 45g/t
Ag. Although the mineralization occurs at both open pit and underground working
depths, preliminary Whittle pit shells suggest that a significant proportion of
material could be mined through open pit operations using a mining cost of
$1.50/tonne, processing costs of $12/tonne, assuming a 95% recovery and a silver
price of $15 per troy ounce minus $1.00 for refinery and marketing. At the 45/t
Ag (base case) cut-off grade, the Nieves resources are favorable with respect to
selectivity and other factors when considering mining options and are considered
to exhibit reasonable prospects for economic extraction.

Current Indicated and Inferred Mineral Resources for the
Concordia and San Gregorio vein systems reported at a 45 g/t Ag cut-off grade
(base case)1 are shown in the table below:

     Vein

    Zone

    Resource Class

    Tonnes (t)

    Au (g/t)

    Ag (g/t)

    Au (oz) 2

    Ag (oz)2

     Concordia

    La Quinta

    Indicated

    4,590,000

    0.1

    103.4

    14,757

    15,259,171

     Concordia

    La Quinta

    Inferred

    10,516,000

    0.08

    85.5

    27,048

    28,907,758

     San Gregorio

    North

    Inferred

    4,005,000

    0.15

    79.4

    19,315

    10,223,998

1 Tonnes have been rounded up to the nearest 1,000.
Au is reported to 2 decimal places and Ag to 1 decimal place.
21
troy ounce = 31.103 grams.

    3.

      Disclosure using non-SEC reserve definitions and
      resource estimates is allowed for Canadian incorporated companies under
      the exception in Instruction 3 to Paragraph (b)(5) of Industry Guide 7.
      However, all mineral reserves or resource estimates that you disclose
      under this provision must meet the standards of National Instrument
      43-101. Please note disclosure of a non-compliant historical estimate may
      be disclosed using the historical terminology if the
  filer:

    Identifies the source and state of the historical estimate;

    Comments on the relevance and reliability of the historical
  estimate;

    To the extent known, provides the key assumptions, parameters and
  methods used to prepare the historical estimate;

… 5/

Division of Corporation Finance
U.S. Securities and
Exchange Commission
September 26, 2012
Page 5

    States whether the historical estimate
      uses categories other than those prescribed by NI 43- 101;
      and

    Includes any more recent estimates or
      data available.

History, page 23

Metech Pty. Ltd., of Perth, Australia was commissioned to
prepare an ore reserve and mining planning study of the MacArthur deposit in
1989 The Metech study initiated the purchase of the Anaconda Yerington district
properties by Arimetco International (“Arimetco”). Arimetco mined a total of six
million tons at an estimated grade of 0.36 % total copper using open pit methods
from the MacArthur deposit in the period of 1995 to 1998. Due to financial
difficulties resulting primarily from the low price of copper, Arimetco sought
protection under Chapter 11 of the U. S. bankruptcy Code in January 1997 and
suspended all operations in 2000. After Arimetco’s departure, the mining claims
over the deposit were allowed to expire. No consistent, large-scale mining has
occurred on the site.

History, page 32

In 1976, all assets of The Anaconda Company, including the
Yerington Mine, were purchased by the Atlantic Richfield Company (ARCO) who in
1979 shut down dewatering pumps in the pit and closed the Yerington Mine due to
low copper prices. In 1982, ARCO sold the entire Yerington Mine complex and Weed
Heights town site to Mr. Don Tibbals of Yerington, Nevada, who scrapped the
plant and equipment. At closure, before dewatering pumps were shut off, the
Yerington mine plan hosted a pre-stripped, non NI 43-101 compliant historic
“reserve” of 98 million tons averaging 0.36% Cu containing approximately 696
million pounds of copper (K. L. Howard, Jr., Anaconda Internal Memo, 1979)within
the ultimate pit design. The (Howard, 1979) historic estimate was prepared from
a geologic section calculation using a 0.2 %TCu cut-off grade. Although the 1979
estimate contained no classification for measured, indicated, or inferred
resources as defined by NI 43-101, the total estimate compares favorably to
Tetra Tech NI43-101 compliant independent resource estimate completed in
February 2012. An additional 22.8 million tons of material containing 136.8
million pounds copper was identified adjacent to the pit in this historic
estimate. The (Howard, 1975) memo addressing this material is considered a
reliable historic estimate because it cites mine reconciliation calculations and
geologic projections from drill holes using a 0.2% Cu grade cut-off in an
internal Anaconda memo by T. Leigh to W.C. Norem (1979).

History, page 33

The Bear Deposit, located partially in the northeast corner of
the Yerington Mine property, was discovered in 1961 by Anaconda during
condemnation drilling in the sulfide tailings disposal area. The program
identified chalcopyrite mineralization hosted in a porphyry system below 500 to
1,000 feet of valley fill and unmineralized bedrock. The mineralization is
related to micaeous veining rather than type quartz veining common in the
Yerington Mine porphyry system. Historic (not NI 43-101-compliant) resources
estimated for the Bear Deposit are more than 500 million tons of material
averaging 0. copper (Dilles and Proffett, 1995). The reference for this estimate
does not include information regarding cut-off grade or methods used for the
calculation and does not delineate categories for the resource. estimate is
considered reliable as it was calculated by the author who was the principal
geologist Anaconda (one of the world’s premiere copper companies of the time)
responsible for the Bear drilling program in 1967. The Bear deposit is known to
extend beyond the boundaries of SPS properties and percentage of the estimated
resource controlled by SPS is unknown.

… 6/

Division of Corporation Finance
U.S. Securities and
Exchange Commission
September 26, 2012
Page 6

Exhibit 99.2

Audited Consolidated Financial
Statements

Notes to Consolidated Financial
Statements

Note 2 Significant accounting
policies

Mineral Properties, page 12

    4.

      We note you capitalize costs related to exploration
      and development expenditures, net of any recoveries. Please describe to us
      and revise future filings to disclose the nature of these recoveries and
      provide the total amount included in the capitalized asset for the fiscal
      years presented.

Going forward, we will amend the mineral properties accounting
policy to include the following:

“Proceeds from the sale of properties or cash proceeds received
from farm-out agreements are recorded as a reduction of the related mineral
interest, with any excess proceeds accounted for in profit or loss.”

The recovery of $1,231,151 (2010 - $1,464,076) represents
consideration received and reimbursement of expenses incurred on the Company’s
Mexican properties.

We will continue to separately present recoveries on the
mineral properties continuity table.

… 7/

Division of Corporation Finance
U.S. Securities and
Exchange Commission
September 26, 2012
Page 7

17. Transition to IFRS, page 40

    5.

      Please provide us with the date you used to
      determine which accounting policies to apply. Please refer to the guidance
      in IFRS I, particularly paragraphs 7 and
8.

As required by IFRS 1 paragraph 7 and 8, the significant
accounting policies applied by the Company for the years ended December 31, 2011
and December 31, 2010 and as at January 1, 2010, comply with all IFRS standards
that were effective as at December 31, 2011.

    6.

      We note that you do not address the mandatory
      exceptions, as set forth in paragraphs 14-17 and Appendix B of IFRS I,
      that you applied upon the adoption of IFRS. To the extent that your
      primary financial statements reflect the use of mandatory excepti

September 18, 2012

Via E -Mail
Thomas Patton
Chief Executive Officer
Quaterra Resources, Inc.
1100 – 1199 West Hastings Street
Vancouver, BC
V6E 3T5 Canada

Re: Quaterra Resources, Inc.
 Form 40-F for Fiscal Year Ended December 31, 2011
Filed March 30, 2012
File No. 001 -33965

Dear Mr. Patton :

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 this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comm ents apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

Form 40 -F for Fiscal Year End ed December 31, 2011

Exhibit 99.1

Annual Information Form

Mineral Resource Estimate, page 20

1. We note your disclosure of resource estimates below your current economic cutoff grade
in this  section of your filing. Mineral resources must have reasonable prospects for
economic extraction for both operating mines and undeveloped properties with the
reportable resources delimited using an economically based cutoff to segregate resources
from min eralization.  Please remove all resource estimates from your filing which are not
based on an economically derived cutoff.

 Thomas Patton
 Quaterra Resources, Inc.
  September 18, 2012
  Page 2

 2. Please disclose the metal price assumptions, all other key assumptions and parameters
used to prepare all your resource estimates.

History, page s 23, 32, and 33

3. Disclosure using non -SEC reserve definitions and resource estimates is allowed for
Canadian incorporated companies under the exception in Instruction 3 to Paragraph
(b)(5) of Industry Guide 7.  However, a ll mineral reserve s or resource estimates that you
disclose under this provision must meet the standards of National Instrument 43 -101.
Please note disclosure of a non -compliant historical estimate may be disclosed using the
historical terminology if the filer:

 Identifies the source and state of the historical estimate

 Comments on the relevance and reliability of the historical estimate

 to the extent known, provides the key assumptions, parameters, and methods used to
prepare the historical estimate;

 States whether the h istorical estimate uses categories other than those prescribed by
NI 43 -101

 Includes any more recent estimates or data available.

Please modify your filing to comply with the guidance.

Exhibit 99.2

Audited Consolidated Financial Statements

Notes to Consolidated Financial Statements

Note 2 Significant accounting policies

Mineral Properties, page 12

4. We note you capitalize costs related to exploration and development expenditures, net of
any recoveries.  Please describe to us and revise future filing s to disclose the nature of
these recoveries and provide the total amount included in the capitalized asset for the
fiscal years presented.

17.  Transition to IFRS , page 40

 Thomas Patton
 Quaterra Resources, Inc.
  September 18, 2012
  Page 3

 5. Please provide us with  the date you used to determine which accounting policies to apply.
Please refer to the guidance in IFRS 1, particularly paragraphs 7 and 8.

6. We note that you do not address the mandatory exceptions, as set forth in paragraphs 14 -
17 and Appendix B of IFRS  1, that  you applied upon the adoption of IFRS. To the extent
that your primary financial statements reflect the use of mandatory exceptions, please
identify the items or class of items to which the exceptions were applied and describe the
accounting prin ciple that was used and how it w as applied. In addition and to the extent
material, also qualitatively describe the impact on the financial condition, changes in
financial condition and results of operations that the treatment specified by IFRS would
have h ad absent these mandatory exceptions. Refer to paragraph 23 of IFRS 1.

Exhibit 99.3

Management’s Discussion and Analysis

Disclosure Controls and Internal Control over Financial Reporting, page 22

7. We note you have referenced Canadian GAAP in this sectio n.  Pl ease confirm to us that
in future filings you will remove this reference as  your financial statements are presented
in accordance with IF RS.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be  certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsib le for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

 Thomas Patton
 Quaterra Resources, Inc.
  September 18, 2012
  Page 4

 You may contact Jamie Ke ssel at (202) 551 -3727 or me  at (202) 551 -3871  if you have
questions regarding comments on the financial statements and related matters.  Please co ntact
Ken Schuler at (202) 551 -3718 if you have any questions regarding engineering comments.

Sincerely,

/s/Tia L. Jenkins

 Tia L. Jenkins
Senior Assistant Chief Accountant
Office of Beverages, Apparel , and
Mining