6-K - LCGMF - Equibles

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 March 2021

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

Exhibit	Description
99.1	Condensed Interim Consolidated Financial Statements for the period ended March 31, 2021
99.2	Management's Discussion and Analysis for the period ended March 31, 2021
99.3	Form 52-109FV2 Certification of Interim Filings Venture Issuer Basic Certificate - CEO
99.4	Form 52-109FV2 Certification of Interim Filings Venture Issuer Basic Certificate - CFO

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	QUATERRA RESOURCES INC.
	(Registrant)
Date: May 6, 2021	By:	/s/ Lei Wang
		Lei Wang
	Title:	Chief Financial Officer

Quaterra Resources Inc.: Exhibit 99.1 - Filed by newsfilecorp.com

(An Exploration Stage Company)

Condensed Interim Consolidated Financial Statements

March 31, 2021

(Unaudited - in U.S. Dollars)

Notice to Reader:

The Company's independent auditor has not reviewed these condensed interim consolidated financial statements. These statements have been prepared by and are the responsibility of the Company's management. This notice is being provided under 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		March 31, 2021			December 31, 2020
Assets
Current assets:
Cash		$	1,384		$	701
Other receivables			2			3
Marketable securities	3		512			641
Prepaid and deposit			5			5
			1,903			1,350
Non-current assets:
Mineral properties	4		27,288			28,236
Reclamation bonds			34			34
			27,322			28,270
Total Assets		$	29,225		$	29,620
Liabilities
Current liabilities:
Accounts payable and accrued liabilities		$	115		$	222
Non-current liability
Derivative liabilities	5		70			51
			70			51
Total Liabilities			185			273
Shareholders' Equity
Share capital			101,779			101,553
Contributed surplus			19,305			19,406
Deficit			(92,044	)		(91,612	)
			29,040			29,347
Total Liabilities and Shareholders' Equity		$	29,225		$	29,620

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

Approved on behalf of the Board of Directors on May 6, 2021:

/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 March 31,
	Note		2021			2020
General administrative expenses
General office		$	13		$	9
Investor relations and corporate development			15			17
Professional fees			6			10
Rent			8			29
Salaries and benefits			206			204
Transfer agent and regulatory			27			21
Travel			-			13
			(275	)		(303	)
Fair value (loss) gain on derivative liabilities	5		(19	)		52
Foreign exchange gain (loss)			3			(2	)
General exploration			(12	)		-
Unrealized (loss) gain on marketable securities	3		(129	)		68
Interest expense and other			-			(16	)
Share-based compensation			-			(4	)
			(157	)		98
Loss and comprehensive loss for the period		$	(432	)	$	(205	)
Loss per share - basic and diluted		$	(0.00	)	$	(0.00	)
Weighted average number of common shares outstanding			219,337,611			217,618,907

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

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Quaterra Resources Inc. Condensed Interim Consolidated Statements of Cash Flow (Unaudited- In thousands of U.S. Dollars)

		Three months ended March 31,
		2021			2020
Operating activities
Net loss for the period	$	(432	)	$	(205	)
Items not involving cash:
Fair value (gain) loss on derivative liabilities		19			(52	)
Interest and convertible accretion		-			32
Unrealized (gain) loss on marketable securities		129			(68	)
Share-based compensation		-			4
		(284	)		(289	)
Changes in non-cash working capital
Other receivable		1			(1	)
Accounts payable and accrued liabilities		(81	)		(17	)
		(364	)		(307	)
Financing activities
Shares issued for cash		125			19
		125			19
Investing activities
Expenditures on mineral properties		(78	)		(112	)
Net proceeds from water rights sale		1,000			-
		922			(112	)
Increase (decrease) in cash and cash equivalents		683			(400	)
Cash and cash equivalents, beginning of period		701			1,812
Cash and cash equivalents, end of period	$	1,384		$	1,412
Supplemental cash flow information
Exploration expenditures included in accounts payable	$	15		$	41

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)

	Number of shares		Share capital		Contributedsurplus			Deficit			Total Equity
Balance, December 31, 2019	217,215,610	$	101,424	$	19,212		$	(90,629	)	$	30,007
Shares issued for stock options exercised	500,000		35		(16	)		-			19
Share-based compensation	-		-		4			-			4
Net loss for the period	-		-		-			(205	)		(205	)
Balance, March 31, 2020	217,715,610	$	101,459	$	19,200		$	(90,834	)	$	29,825
Balance, December 31, 2020	218,715,610	$	101,553	$	19,406		$	(91,612	)	$	29,347
Shares issued for stock options exercised	2,310,000		226		(101	)		-			125
Net loss for the period	-		-		-			(432	)		(432	)
Balance, March 31, 2021	221,025,610	$	101,779	$	19,305		$	(92,044	)	$	29,040

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

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Quaterra Resources Inc. Notes to Condensed Interim Consolidated Financial StatementsFor the three months ended March 31, 2021(Unaudited - In U.S. Dollars; tabular amounts in thousands except for shares)
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NATURE OF OPERATIONS AND LIQUIDITY RISK

Quaterra Resources Inc. (together with its subsidiaries, "Quaterra" or the "Company") is a copper exploration company working on its mineral properties located in Nevada and Alaska, United States. The Company is incorporated in British Columbia, Canada. Its head office is located at 1100 - 1199 West Hastings Street, Vancouver, British Columbia, Canada, V6E 3T5. 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."

The Company acquires its mineral properties through option or lease agreements and capitalizes all acquisition, exploration and evaluation costs related to the properties. The underlying value of the amounts recorded as mineral properties does not reflect current or future values. The Company's continued existence depends on the economic recoverability of mineral reserves and its ability to acquire new properties and obtain funding to complete exploration activities.

These condensed interim consolidated financial statements are prepared on a going concern basis, which assumes that the Company will realize its assets and discharge its liabilities in the normal course of business. As of March 31, 2021, the Company had a working capital of $1,788,000. Along with the proceeds from its ongoing water rights sale (note 4), the Company believes that it has sufficient funds to sustain its operations for at least the next 12 months.

BASIS OF PRESENTATION AND ACCOUNTING POLICY CHANGE
Statement of compliance

These condensed interim consolidated financial statements have been prepared under 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 consistent with those described in Note 2 of the Company's audited consolidated financial statements for the year ended December 31, 2020.

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 is considered to determine whether there is an indicator of impairment present and, accordingly, whether impairment testing is required.

MARKETABLE SECURITIES

The Company holds 1,942,795 common shares of Grande Portage Resources Ltd. with a market value of $512,000 (December 31, 2020 - $641,000). During the three months ended March 31, 2021, a $129,000 loss (March 31, 2020 - $68,000 gain) was recognized in the condensed interim consolidated statements of loss and comprehensive loss.

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Quaterra Resources Inc. Notes to Condensed Interim Consolidated Financial StatementsFor the three months ended March 31, 2021(Unaudited - In U.S. Dollars; tabular amounts in thousands except for shares)
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MINERAL PROPERTIES

The Company owns a 100% interest in the MacArthur and Yerington properties. It has an option to earn a 100% interest in the Bear, Wassuk, and Butte Valley properties in Nevada and a 90% interest in the Groundhog property in Alaska.

On February 24, 2021, the Company announced a purchase and sale agreement to sell certain primary groundwater rights to Desert Pearl Farms LLC, a Yerington-based company involved in agriculture, for $2,910,000. $1,000,000 was received on March 5, 2021, and the balance of $1,910,000 will be received upon closing, expected in August 2021. The proceeds were recognized as a reduction in the carrying value of the Yerington property when received.

As of March 31, 2021, total mineral property maintenance and exploration costs are listed in the table below:

(In thousands of U.S. Dollars)	MacArthur	Yerington		Bear	Wassuk	Groundhog	Butte Valley	Total
Balance, December 31, 2020	18,828	3,569		1,460	1,470	2,522	387	28,236
Property maintenance	-	-		1	-	-	-	1
Geological & mapping	2	-		-	-	-	-	2
Environmental	-	29		-	-	-	-	29
Field support & Other	-	3		-	-	7	-	10
Technical study	10	-		-	-	-	-	10
	12	32		1	-	7	-	52
Proceeds from water rights sale	-	(1,000	)	-	-	-	-	(1,000	)
Balance, March 31, 2021	18,840	2,601		1,461	1,470	2,529	387	27,288

a) Bear Deposit, Nevada

The Company has five option agreements, entered from March 2013 to May 2015, to acquire a 100% interest in private land in Yerington, Nevada, known as the Bear deposit. Under the terms of these option agreements, as amended, the Company is required to make approximately $5,478,290 in cash payments over 15 years ($4,837,290 paid) 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:

$193,000 due in 2021 ($1,000 paid);
$193,000 due 2022;
$201,000 due in 2023;
$51,000 due in 2024; and
$1,000 each due in 2025 to 2028.

b) Wassuk, Nevada

The Company has an option, as further amended, to earn a 100% interest in certain unpatented mining claims in Lyon County, Nevada, over ten years and is required to make $1,405,000 in cash payments ($1,155,000 paid) and incur a work commitment of $50,000 (nil incurred) by August 1, 2021. The final option payment of $250,000 is due by August 1, 2021.

The property is subject to a 3% NSR royalty upon commencing commercial production, which can be reduced to a 2% NSR royalty in consideration of $1,500,000.

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Quaterra Resources Inc. Notes to Condensed Interim Consolidated Financial StatementsFor the three months ended March 31, 2021(Unaudited - In U.S. Dollars; tabular amounts in thousands except for shares)
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c) Groundhog, Alaska

On April 25, 2017, the Company announced it signed a five-year lease agreement, extended, with Chuchuna Minerals Company ("Chuchuna") to earn a 90% interest in the Groundhog copper prospect, located 200 miles southwest of Anchorage, Alaska.

During the three months ended March 31, 2021, the lease agreement was further extended from six to seven years, providing the Company more time to make the required exploration expenditures and lump sum payment. To earn the 90% interest, the Company must fund a total of $5,000,000 ($2,529,000 funded) of exploration expenditure and make a lump sum payment to Chuchuna of $3,000,000 by the end of April 20, 2024. The Company can terminate the agreement at its discretion.

The Company had met the annual work commitments up to year-end 2020 and is required to spend a minimum of $160,000 in 2021.

d) Butte Valley, Nevada

On August 22, 2019, the Company entered into an option agreement with North Exploration, LLC, to earn a 100% interest in 600 unpatented mining claims in White Pine County, Nevada, for $600,000 over five years. North Exploration will retain a 2.5% NSR, of which 1% can be purchased for $1,000,000. A further 0.5% NSR can be purchased within the first ten years for $5,000,000.

On December 3, 2019, the Company entered another option agreement with Nevada Select Royalty, Inc., to purchase a 100% interest in 78 unpatented claims associated with the Butte Valley project for $250,000 over five years. Nevada Select Royalty will retain a 2% NSR, of which 1% can be purchased by Quaterra for $10,000,000.

Aggregate payments to maintaining the two option agreements by year are as follows:

$20,000 due 2019 (paid);
$80,000 due in 2020 (paid);
$100,000 due in 2021;
$150,000 due in 2022; and
$250,000 each due in 2023 and 2024.

DERIVATIVE LIABILITIES

The Company has certain warrants exercisable in a different currency from the Company's functional currency. These warrants are classified as derivative liabilities carried at fair value and revalued at each reporting date.

As of March 31, 2021, the derivative liabilities were related to 1,769,230 warrants with CAD exercise prices. They were revalued using the weighted average assumptions: volatility of 104%, the expected term of 1.5 years, a discount rate of 0.30% and a dividend yield of 0%.

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Quaterra Resources Inc. Notes to Condensed Interim Consolidated Financial StatementsFor the three months ended March 31, 2021(Unaudited - In U.S. Dollars; tabular amounts in thousands except for shares)
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SHARE-BASED COMPENSATION

a) Stock options

The Company has a stock option plan under which it 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.

	March 31, 2021				December 31, 2019
			Weighted Average		Number of		Weighted Average
	Number of		Exercise Price		Options		Exercise Price
	Options		(CAD)				(CAD)
Outstanding, beginning of period	14,690,000		0.07		14,495,000		0.08
Granted	-		-		3,175,000		0.080
Expired	-		-		(2,480,000	)	(0.13	)
Exercised	(2,310,000	)	(0.065	)	(500,000	)	(0.065	)
Outstanding, end of period	12,380,000		0.07		14,690,000		0.07
Exercisable, end of period	12,180,000		0.07		14,490,000		0.07

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

	Exercise Price	Number of Options Outstanding
Expiry Date	(CAD)	March 31, 2021	December 31, 2020
April 14, 2021	0.065	1,515,000	2,795,000
June 23, 2022	0.095	2,700,000	2,900,000
September 20, 2023	0.06	2,040,000	2,370,000
June 21, 2024	0.065	2,650,000	2,950,000
August 8, 2024	0.06	500,000	500,000
June 20, 2025	0.08	2,975,000	3,175,000
		12,380,000	14,690,000

After quarter-end, 1,140,000 stock options were exercised at CAD 0.065 for total proceeds of CAD 74,100, and 375,000 options were expired unexercised.

b) Share purchase warrants

The Company has the following warrants outstanding:

Expiry date	Exercise price		March 31, 2021	December 31, 2020
August 28, 2022	$	0.05	11,000,000	11,000,000
August 28, 2022	CAD	0.065	1,000,000	1,000,000
September 20, 2022	CAD	0.065	769,230	769,230
			12,769,230	12,769,230

After quarter-end, 1,000,000 warrants were exercised at CAD 0.065 for a procced of CAD 65,000.

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Quaterra Resources Inc. Notes to Condensed Interim Consolidated Financial StatementsFor the three months ended March 31, 2021(Unaudited - In U.S. Dollars; tabular amounts in thousands except for shares)
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RELATED PARTY TRANSACTIONS

a) The Company's related parties include its directors and officers whose remuneration was as follows, subject to change of control provisions for officers:

		Three months ended March 31,
(In thousands of U.S. Dollars)		2021		2020
Salaries	$	99	$	98
Directors' fees		9		9
	$	108	$	107

b) The Company has service agreements with two private companies owned by the Company's Corporate Secretary, Mr. Lawrence Page: Manex Resource Group Inc. ("Manex") and Advocate Services Ltd. ("Advocate"). Manex provides the Company with its Vancouver office space at CAD 7,500 per month, and Advocate provides investor communications at CAD 5,000 per month. Both agreements can be terminated at any time with advanced written notice from either party.

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 March 31, 2021.

Page 10	10

Quaterra Resources Inc.: Exhibit 99.2 - Filed by newsfilecorp.com

Management's Discussion and Analysis

Quarterly Highlights

For the three months ended March 31, 2021

Dated: May 6, 2021

(In U.S. dollars)

Quaterra Resources Inc. MD&A – Quarterly Highlights For the three months ended March 31, 2021

This Management's Discussion and Analysis ("MD&A") of Quaterra Resources Inc. and its wholly-owned subsidiaries (collectively, "Quaterra" or the "Company"), dated May 6, 2021, should be read in conjunction with the condensed interim consolidated financial statements for the three months ended March 31, 2021 and the audited consolidated financial statements for the year ended December 31, 2020 and related notes thereto. These financial statements have been prepared following International Financial Reporting Standards ("IFRS"). All $ amounts in this MD&A are United States dollars unless otherwise noted.

Additional information about Quaterra, including the Company's press releases, quarterly and annual reports, is available through the Company's filings with the securities regulatory authorities in Canada at www.sedar.com or the United States Securities Exchange Commission at www.sec.gov/edgar. 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.

Performance Highlights

Further water rights sale for $2,910,000

On February 24, 2021, the Company announced a third water rights sale to Desert Pearl Farms LLC for $2,910,000. $1,000,000 was received on March 5, 2021, and the balance of $1,910,000 will be received upon closing, expected in August 2021.

Funds from the sale will be used to progress the Company's MacArthur copper project, assess exploration opportunities and for general corporate purposes.

Drilling at MacArthur Copper Oxide Property

On April 20, 2021, the Company announced that a 7,000-10,000-foot core drilling program would begin in early May at its MacArthur project in the Yerington District, Nevada.

Review of Operations and Financial Results

Mineral Properties

Quaterra continues to perform the work required to complete MacArthur's pre-feasibility study ("PFS"). The drill program announced on April 20, 2021 is the first major step toward completing the PFS, and it is designed to achieve three objectives with an estimated time frame of 2-3 months:

Test the area east of the current resource for additional oxide mineralization
Upgrade portions of the resource from Inferred to Indicated status
Explore the under - drilled sulfide mineralization that exists beneath the oxide mineral resource.

As of March 31, 2021, the carrying value of $27,288,000 under mineral properties represents accumulated net acquisition and exploration costs and does not necessarily represent present or future values. The Company assesses for any indication of impairment at each reporting date or upon a triggering event that may identify impairment of a property's value. With the remaining water rights and anticipated high copper price, the Company assessed no impairment indicator existed as of March 31, 2021.

The Company plans to maintain its extensive Yerington land position, including water rights, and meet its minimum exploration funding obligations at the Groundhog property.

Page 2 of 4

Quaterra Resources Inc. MD&A – Quarterly Highlights For the three months ended March 31, 2021

General Administrative Expenses

The scale and nature of the Company's corporate and administrative activity have remained relatively consistent over the periods presented. Quarterly fluctuation in losses has mainly been caused by non-cash fair value changes in the derivative liabilities, unrealized gain or loss on the marketable securities, and share-based compensation.

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 <br>amount)
	Q1'21	Q4'20	Q3'20	Q2'20	Q1'20	Q4'19	Q3'19	Q2'19

General administration	(275	(298	(326	(216	(303	(302	(364	(379
Fair value (loss) gain on derivative liabilities	(19	11	(1	28	52	(50	135	341
Foreign exchange gain (loss)	3	(2	24	-	(2	(20	(9	(4
Other expenses	(12	(51	(127	(31	(16	(12	(14	(44
Loss on settlement of convertible notes	-	-	(26	-	-	(15	2	-
Share-based compensation	-	-	(3	(168	(4	-	(7	(110
(Loss) gain on marketable securities	(129	(87	222	273	68	(77	64	62
Net loss	(432	(427	(237	(114	(205	(476	(193	(134
Basic loss per share	(0.00	(0.00	(0.00	(0.00	(0.00	(0.00	(0.00	(0.00

All values are in US Dollars.

Liquidity and Capital Resources

The Company is an exploration stage company that has not earned any production revenue. Its operations have been dependent mainly on proceeds from the sale of water rights in the last few years without diluting shareholders' value.

During the three months ended March 31, 2021, the Company spent $364,000 in operating activities (2020 - $307,000) and $78,000 (2020 - $112,000) in mineral property maintenance and technical work.

Under several mineral property option agreements, the Company is required to pay, at its discretion, a combined $753,000 ($68,000 paid year-to-date) in mineral property options and work commitment in 2021, plus mineral claim fees, to maintain its mineral properties in good standing.

During the three months ended March 31, 2021, 2,310,000 stock options were exercised at an average price of CAD 0.065. After quarter-end, further 1,140,000 options and 1,000,000 warrants were exercised at CAD 0.065 for total proceeds of CAD 139,100.

As of May 6, 2021, the Company has cash of $1,287,000 and believes its working capital plus proceeds from the water rights sale can sustain its operations for the next 12 months.

Related Party Information

Manex Resources Group ("Manex") and Advocate Services Ltd. ("Advocate") are private companies controlled by the Corporate Secretary of the Company, providing office premises and investor communications at a combined fee of CAD 12,500 per month.

Page 3 of 4

Quaterra Resources Inc. MD&A – Quarterly Highlights For the three months ended March 31, 2021

Outstanding Share Data

As of May 6, 2021, the Company has:

223,165,610 common shares issued and outstanding;
11,000,000 and 769,230 warrants outstanding exercisable at $0.05 and CAD 0.065 until August 28, 2022, and September 20, 2022, respectively; and
10,865,000 stock options outstanding with a weighted exercise price of CAD 0.07.

Risks and Uncertainties

The Company is subject to many risks and uncertainties, each of which could have an adverse effect on the results, business prospects or financial position.

The Company's securities should be considered a highly speculative investment, and investors should carefully consider all of the information disclosed in the Company's regulatory filings before investing 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, available on 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").

Other than statements of historical fact, all statements that address activities, events or developments that the Company believes, expects or anticipates will, may, could or might occur in the future 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.

The forward-looking statements in this MD&A are based on the beliefs, expectations, and opinions of management when the statements are made. The Company undertakes no obligation to update any forward-looking statement should circumstances or estimates, or opinions change, except by applicable securities laws.

Page 4 of 4

Quaterra Resources Inc.: Exhibit 99.3 - Filed by newsfilecorp.com

Form 52-109FV2

Certification of Interim Filings

Venture Issuer Basic Certificate

I, Thomas Patton, Interim Chief Executive Officer of Quaterra Resources Inc. certify the following:

Review**:** I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of Quaterra Resources Inc. (the "issuer") for the interim period ended March 31, 2021.
No misrepresentations**:** Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

*3. ***** Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Date: May 6, 2021

"Thomas Patton"

_______________________

Thomas Patton

Interim 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.

Quaterra Resources Inc.: Exhibit 99.4 - Filed by newsfilecorp.com

Form 52-109FV2

Certification of Interim Filings

Venture Issuer Basic Certificate

I, Lei Wang, Chief Financial Officer of Quaterra Resources Inc. certify the following:

Review**:** I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of Quaterra Resources Inc. (the "issuer") for the interim period ended March 31, 2021.
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.

Date: May 6, 2021

"Lei Wang"

_______________________

Lei Wang

Chief Financial Officer

NOTE TO READER

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.