Lion Copper Corp (LCGMF) 6-K, filed Nov 10, 2020

UNITED STATESSECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of November 2020

Commission File Number: 0-55139

QUATERRA RESOURCES INC. (Translation of registrant's name into English)

1100-1199 West Hastings StreetVancouver, 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
99.2	Management's Discussion and Analysis
99.3	CEO Certification
99.4	CFO Certification

SIGNATURES

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

	QUATERRA RESOURCES INC.
	(Registrant)
Date: November 10, 2020	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

September 30, 2020

(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		September 30, 2020			December 31, 2019
Assets
Current assets:
Cash and cash equivalents		$	1,242		$	1,812
Other receivables			3			3
Marketable securities	3		728			165
Prepaid and deposit			4			4
			1,977			1,984
Non‐current assets:
Mineral properties	4		27,922			28,679
Reclamation bonds			34			34
			27,956			28,713
Total Assets		$	29,933		$	30,697
Liabilities
Current liabilities:
Accounts payable and accrued liabilities		$	97		$	112
Convertible notes	5		‐			402
Derivative liabilities ‐ convertible	6		‐			150
			97			664
Non‐current liability
Derivative liabilities ‐ warrants	6		62			26
Total Liabilities			159			690
Shareholders' Equity
Share capital			101,553			101,424
Contributed surplus			19,406			19,212
Deficit			(91,185	)		(90,629	)
			29,774			30,007
Total Liabilities and Shareholders' Equity		$	29,933		$	30,697

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

Approved on behalf of the Board of Directors on November 10, 2020:

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

P a g e 2 | 12

Quaterra Resources Inc.

Condensed Interim Consolidated Statements of Loss and Comprehensive Loss (Unaudited ‐ In thousands of U.S. Dollars, except for shares and per share amounts)

		Three months ended September 30,						Nine months ended September 30,
	Note		2020			2019			2020			2019
General administrative expenses
General office		$	20		$	21		$	48		$	70
Insurance			28			44			45			61
Investor relations and corporate development			24			35			66			189
Professional fees			11			1			28			44
Rent			35			30			93			94
Salaries and benefits			200			202			512			624
Transfer agent and regulatory			8			12			40			62
Travel			‐			5			13			26
			(326	)		(350	)		(845	)		(1,170	)
Fair value gain on derivative liabilities	6		(1	)		135			79			155
Foreign exchange gain (loss)			24			(9	)		22			(23	)
General exploration			(116	)		‐			(116	)		(16	)
(Loss) gain on settlement of convertible notes			(26	)		2			(26	)		2
Unrealized gain on marketable securities	3		222			64			563			86
Interest expense and other			(11	)		(28	)		(58	)		(152	)
Share‐based compensation			(3	)		(7	)		(175	)		(117	)
			89			157			289			(65	)
Loss and comprehensive loss for the period		$	(237	)	$	(193	)	$	(556	)	$	(1,235	)
Loss per share ‐ basic and diluted		$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.01	)
Weighted average number of common shares outstanding			218,400,393			209,067,522			217,913,420			205,755,523

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

P a g e 3 | 12

Quaterra Resources Inc.

Condensed Interim Consolidated Statements of Cash Flow (Unaudited ‐ In thousands of U.S. Dollars)

		Nine months ended September 30,
		2020			2019
Operating activities
Net loss for the period	$	(556	)	$	(1,235	)
Items not involving cash:
Fair value gain on derivative liabilities		(79	)		(155	)
Foreign exchange (gain) loss		(22	)		23
Loss (gain) on settlement of convertible notes		26			(2	)
Interest and convertible accretion		72			172
Unrealized gain on marketable securities		(563	)		(86	)
Share‐based compensation		175			117
		(947	)		(1,166	)
Changes in non‐cash working capital
Other receivable		‐			(1	)
Prepaid		‐			4
Accounts payable and accrued liabilities		(10	)		(238	)
		(957	)		(1,401	)
Financing activities
Shares issued for cash		19			132
Convertible repaid in cash		(381	)		‐
Loan		‐			(311	)
Related party loan payable		‐			(218	)
		(362	)		(397	)
Investing activities
Expenditures on mineral properties		(1,116	)		(1,421	)
Net proceeds from water rights sale		1,868			5,685
Reclamation bonds		‐			28
		752			4,292
Effect of foreign exchange on cash		(3	)		(12	)
(Decrease) increase in cash and cash equivalents		(570	)		2,482
Cash and cash equivalents, beginning of period		1,812			47
Cash and cash equivalents, end of period	$	1,242		$	2,529
Supplemental cash flow information
Exploration expenditures included in accounts payable	$	22		$	124
Interest paid in cash	$	76		$	44
Shares issued for interest	$	‐		$	45

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

P a g e 4 | 12

Quaterra Resources Inc.

Condensed Consolidated Interim Statements of Changes in Equity(Unaudited ‐ In thousands of U.S. Dollars, except for shares)

					Contributed
	Number of shares		Share capital		surplus			Deficit			Total Equity
Balance, December 31, 2018	200,969,314	$	100,729	$	18,820		$	(88,918)		$	30,631
Shares issued for cash	3,000,000		113		‐			‐			113
Shares issued for convertible notes	12,846,296		547		313			‐			860
Shares issued for stock options exercised	400,000		35		(16	)		‐			19
Share‐based compensation	‐		‐		117			‐			117
Net loss for the period	‐		‐		‐			(1,235	)		(1,235	)
Balance, September 30, 2019	217,215,610	$	101,424	$	19,234		$	(90,153	)	$	30,505
Balance, December 31, 2019	217,215,610	$	101,424	$	19,212		$	(90,629	)	$	30,007
---	---	---	---	---	---	---	---	---	---	---	---	---
Shares issued for convertible notes	1,000,000		94		35			‐			129
Shares issued for stock options exercised	500,000		35		(16	)		‐			19
Share‐based compensation	‐		‐		175			‐			175
Net loss for the period	‐		‐		‐			(556	)		(556	)
Balance, September 30, 2020	218,715,610	$	101,553	$	19,406		$	(91,185	)	$	29,774

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

P a g e 5 | 12

Quaterra Resources Inc.

Notes to Condensed Interim Consolidated Financial Statements

For the nine months ended September 30, 2020

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

1. 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 acquires mineral properties through option or lease agreements and defers 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 existence of economically recoverable mineral reserves and the Company's ability to acquire new properties and obtain funding to complete the exploration activities.

These condensed 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 business's normal course. As of September 30, 2020, the Company had a working capital of $1,880,000 and received $1,868,000 net proceeds of water rights sale in July 2020 (note 4). The Company believes that it has sufficient funds to sustain its operations for at least the next 12 months. However, as the COVID‐19 outbreak's impact is yet to be fully determined, it may have a material effect on the Company's financial position, results of operations, and cash flow in future periods.

2. BASIS OF PRESENTATION AND ACCOUNTING POLICY CHANGE

a. 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, 2019.

b. Accounting estimates and judgments

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

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

3. MARKETABLE SECURITIES

The Company holds 1,942,795 common shares of Grande Portage Resources Ltd. with a market value of $728,000 (December 31, 2019 ‐ $165,000). During the nine months ended September 30, 2020, a $563,000 gain was recognized in the statement of loss and comprehensive loss.

P a g e 6 | 12

Quaterra Resources Inc.

Notes to Condensed Interim Consolidated Financial Statements

For the nine months ended September 30, 2020

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

4. MINERAL PROPERTIES

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

On December 19, 2019, the Company announced two separate agreements to sell certain primary groundwater rights associated with its Yerington property to Desert Pearl and Desert Hills Dairy, LLC. In July 2020, the Company closed these water rights sales and received total proceeds of $1,868,117.

As of September 30, 2020, 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, 2019	18,504	5,187	1,267	1,215	2,320	186	28,679
Property maintenance	159	73	93	255	‐	165	745
Geological & mapping	4	‐	‐	‐	3	‐	7
Geophysical & survey	‐	‐	‐	‐	40	‐	40
Assay & labs	3	‐	‐	‐	‐	‐	3
Environmental	‐	121	‐	‐	‐	‐	121
Overhead and community	‐	8	‐	‐	50	1	59
Technical study	131	‐	‐	‐	5	‐	136
	297	202	93	255	98	166	1,111
Proceeds from water rights sale		(1,868)					(1,868)
Balance, September 30, 2020	18,801	5,389	1,360	1,470	2,418	352	27,922

a) Bear Deposit, Nevada

The Bear Deposit consists of five option agreements covering private land in Yerington, Nevada. Under the terms of these option agreements, as amended, the Company is required to make approximately $5,423,290 in cash payments over 11 years ($4,736,290 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 2020 ($93,000 paid);

∙ $193,000 each due in 2021 and 2022 respectively,

∙ $201,000 due in 2023, and

∙ $50,000 in 2024.

b) Wassuk, Nevada

The Company has an option, further amended in September 2020, to earn a 100% interest in specific 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 ($92,112 incurred) by August 1, 2021. The final option payment of US$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.

P a g e 7 | 12

Quaterra Resources Inc.

Notes to Condensed Interim Consolidated Financial Statements

For the nine months ended September 30, 2020

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

c) Groundhog, Alaska

On April 25, 2017, the Company announced it signed a five‐year lease agreement, amended to six years, with Chuchuna Minerals Company ("Chuchuna") to earn a 90% interest in the Groundhog copper prospect, located 200 miles southwest of Anchorage, Alaska. To earn the 90% interest, the Company must fund a total of $5,000,000 ($2,418,000 funded) of exploration expenditure and make a lump sum payment to Chuchuna of $3,000,000 by April 20, 2023.

The Company must fund a minimum of $500,000 each year with excessive funding in any one year carried forward to the following year. The Company had met the annual work commitments up to date. The Company can terminate the agreement at its discretion.

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 ($50,000 paid) 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 ($15,000 paid) over five years. Nevada Select Royalty will retain a 2% NSR, of which Quaterra can purchase 1% 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 ($45,000 paid);

∙ $100,000 due in 2021;

∙ $150,000 due in 2022; and

∙ $250,000 each due in 2023 and 2024.

5. CONVERTIBLE NOTES

On August 28, 2018, and September 20, 2018, the Company completed non‐brokered private placements in tranches through convertible debentures for gross proceeds of $550,000 and Canadian dollars ("CAD") 550,000 each. The convertible debentures bear simple interest at a rate of 10% per annum, payable in arrears and mature on August 28, 2022, and September 20, 2022, respectively. Interest may be paid in cash or shares at the noteholders' option, subject to regulatory approvals in the case of share payments.

The principal amount is convertible into units at $0.05 or CAD 0.065 per unit in the first 12 months and $0.075 or CAD 0.10 thereafter until the maturity date. Each unit consists of one common share and one warrant of the Company exercisable at $0.05 or CAD 0.065 per share, expiring August 28, 2022, and September 20, 2022. The convertible notes are secured against the assets of the Company.

In August 2019, $550,000 and CAD 50,000 notes were converted into units, comprising 11,769,230 shares and 11,769,230 warrants.

P a g e 8 | 12

Quaterra Resources Inc.

Notes to Condensed Interim Consolidated Financial Statements

For the nine months ended September 30, 2020

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

In August 2020, CAD 100,000 notes were converted into units at CAD 0.10, comprising 1,000,000 common share and 1,000,000 warrants. On August 28, 2020, the Company repaid the remaining principal of CAD 400,000 and accrued interest of CAD 99,233 in cash.

The share capital for the CAD 100,000 conversion was valued as $94,000 using the Company's closing share price on the conversion dates—the residual amount of $35,000 was allocated to the warrants and recognized in contributed surplus.

Interest and accretion expense for the convertible notes in the nine months ended September 30, 2020, was $72,000 (September 30, 2019 ‐ $172,000).

The Company evaluated the convertible debentures and determined the conversion feature is a derivative liability based on the fact the conversion into units could result in a variable number of shares to be issued.

(In thousands of U.S. Dollars)		Convertible debenture
Cash received	$	973
Transaction costs		(11	)
Derivative liability		(343	)
Fair value of convertible debt component at date of issue		619
Interest expense and accretion		102
Balance, December 31, 2018		721
Settlement of convertible notes		(522	)
Interest payments		(57	)
Interest expense and accretion		260
Balance, December 31, 2019		402
Interest expense and accretion		72
Settlement of convertible notes		(398	)
Interest payment		(76	)
Balance, September 30, 2020	$	‐

6. DERIVATIVE LIABILITIES

Warrants that are exercisable in CAD and the convertible notes' conversion feature are classified as derivative liabilities carried at fair value at each reporting date.

As of September 30, 2020, the derivative liabilities were revalued using the weighted average assumptions: volatility of 106%, the weighted expected term of two years, a discount rate of 0.36% and a dividend yield of 0%.

P a g e 9 | 12

Quaterra Resources Inc.

Notes to Condensed Interim Consolidated Financial Statements

For the nine months ended September 30, 2020

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

(In thousands of U.S. Dollars)		Derivative liabilities
Balance, December 31, 2017	$	587
Derivative related to convertible notes		343
Change in fair value estimates		(358	)
Balance, December 31, 2018		572
Change in fair value estimates		(105	)
Fair value of warrants issued on conversion		(291	)
Balance, December 31, 2019		176
Change in fair value estimates		(79	)
Fair value of warrants issued on conversion		(35	)
Balacne, September 30,2020	$	62

7. WARRANTS AND STOCK OPTIONS

a) Share purchase warrants

The Company had the following warrants outstanding:

Expiry date	Exercise price		September 30, 2020	December 31, 2019
August 28, 2022	$	0.05	11,000,000	11,000,000
August 28, 2022	CAD	0.065	1,000,000	‐
September 20, 2022	CAD	0.065	769,230	769,230
			12,769,230	11,769,230

b) Stock options

The table below presents changes in stock options during the nine months ended September 30, 2020:

	Number of		Weighted Average Exercise Price
	Options		(CAD)
Outstanding, December 31, 2019	14,495,000		0.08
Granted	3,175,000		0.08
Expired	(2,480,000	)	(0.13	)
Exercised	(500,000	)	(0.05	)
Outstanding, September 30, 2020	14,690,000		0.07
Exercisable, September 30, 2020	14,490,000		0.07

The following table summarizes information about stock options outstanding by expiry dates:

P a g e 10 | 12

Quaterra Resources Inc.

Notes to Condensed Interim Consolidated Financial Statements

For the nine months ended September 30, 2020

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

	Exercise Price	Number of Options Outstanding
Expiry Date	(CAD$)	September 30, 2020	December 31, 2019
December 31, 2019*	0.05	‐	400,000
March 26, 2020	0.05	‐	200,000
July 16, 2020	0.13	‐	2,380,000
April 14, 2021	0.065	2,795,000	2,795,000
June 23, 2022	0.095	2,900,000	2,900,000
September 20, 2023	0.06	2,370,000	2,370,000
June 21, 2024	0.065	2,950,000	2,950,000
August 8, 2024	0.06	500,000	500,000
June 20, 2025	0.08	3,175,000	‐
		14,690,000	14,495,000

*400,000 stock options exercised at CAD 0.05 per share on December 31, 2019; shares were issued on January 3, 2020, due to the holiday season.

The Company used the following assumptions in the Black‐Scholes option pricing model: volatility 100%, risk‐ free interest rate 0.36%, expected life five years, forfeiture rate and expected dividend yield 0%.

The share based compensation expneses were allocated as follow:

	Three months ended September 30,				Nine months ended September 30,
(In thousands of U.S. Dollars)		2020		2019		2020		2019
Consultants	$	3	$	7	$	63	$	38
Directors and officers		‐		‐		85		60
Employees		‐		‐		27		19
	$	3	$	7	$	175	$	117

8. RELATED PARTY TRANSACTIONS

a) Key management comprises directors and executive officers. In the event of a change of control, certain executive officers are entitled to termination benefits equal to the amount that would have been paid during the unexpired term of their employment agreement, and others to the equivalent of either one or two years' salary. The Company has no post‐employment benefits and other long‐term employee benefits. Compensation awarded to key management was as follows:

	Three months ended September 30,				Nine months ended September 30,
(In thousands of U.S. Dollars)		2020		2019		2020		2019
Salaries	$	95	$	98	$	193	$	310
Directors' fees		9		9		18		27
Share‐based payments		85		‐		85		60
	$	189	$	107	$	296	$	397

P a g e 11 | 12

Quaterra Resources Inc.

Notes to Condensed Interim Consolidated Financial Statements

For the nine months ended September 30, 2020

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

b) Manex Resource Group ("Manex") is a private company owned by the Company's Corporate Secretary Mr. Lawrence Page. Under a service agreement dated April 1, 2019, Manex provides the Company's Vancouver office space at CAD 7,500 per month. Either party can terminate the service agreement at any time with 60 days written notice.

9. CAPITAL MANAGEMENT AND FINANCIAL INSTRUMENT RISKS

There has been no change in the Company's approach to capital management, the financial instrument risks or management's approach to those risks during the period ended September 30, 2020.

P a g e 12 | 12

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

Management's Discussion and Analysis ("MD&A") Quarterly Highlights

For the nine months ended September 30, 2020

Dated: November 10, 2020

(In U.S. dollars)

Quaterra Resources Inc. MD&A – Quarterly Highlights For the nine months ended September 30, 2020

This Management's Discussion and Analysis of Quaterra Resources Inc. and its wholly-owned subsidiaries (collectively, "Quaterra" or the "Company"), dated November 10, 2020, should be read in conjunction with the condensed interim consolidated financial statements for the nine months ended September 30, 2020 and the audited consolidated financial statements for the year ended December 31, 2019 and related notes thereto. These financial statements have been prepared following International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board. All $ amounts in this MD&A are United States dollars unless otherwise noted.

The Company's common shares are listed on the TSX Venture Exchange ("TSXV") under the symbol "QTA" and trade on the OTCQB Market under the symbol "QTRRF." Information about mineral resources and risks associated with investing in the Company's securities is contained in the Company's most recently filed 20-F. Further information on the Company is available on the Company's website at www.quaterra.com, on SEDAR at www.sedar.com or the United States Securities and Exchange Commission ("SEC") website www.sec.gov.

Highlights

Completion of further water rights sales for $1,868,000

On December 19, 2019, the Company announced that its subsidiary, Singatse Peak Services LLC ("SPS"), had reached two separate purchase and sale agreements to sell certain primary groundwater rights associated with its Yerington, Nevada, copper project to Desert Pearl and Desert Hills Dairy, LLC, for $1,880,000, subject to relevant governmental approval.

In July 2020, the Company announced the closing of these sales and the receipt of net proceeds of $1,868,000. After these sales, SPS retains approximately 6,000 acre-feet per year of primary groundwater permitted for mining on its 51-square-mile Yerington property. The 2012 Preliminary Economic Assessment at MacArthur estimated water consumption of 2,590 acre-feet per year for a 41,000 ton a day oxide mine at the property's MacArthur deposit. Quaterra estimates that 3,100 acre-feet of water is required to mine and operate a 50,000 ton a day sulfide mine on the property.

Based on the price set in these recent sales, SPS's remaining primary groundwater rights may be valued at about $18.5 million. In addition to SPS's primary groundwater rights, the Company also has decree, supplemental and storage water rights associated with options it holds on private land over the property's Bear deposit.

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

Conversion of convertible notes

On August 31, 2020, the Company announced the remaining convertible notes' repayment by issuing 1,000,000 shares and warrants each and cash repayment of Candian dollar ("CAD") 499,233, including accrued interest. No convertible notes are outstanding.

Filing of a technical report on Groundhog copper-gold project

On May 26, 2020, the Company filed an independent technical report ("Technical Report on the Groundhog Project") prepared in accordance with National Instrument 43-101 on the Groundhog copper-gold project. Groundhog is a 54,880-acre property situated on an established copper-gold porphyry belt 300 kilometers southwest of Anchorage, Alaska, and adjacent to the large Pebble copper-gold porphyry deposit. The report supports the Company's assessment of the Groundhog as a possible copper-gold porphyry system hosting mineralization similar to the Pebble project owned by Northern Dynasty Minerals Ltd., and it provides the path for exploration going forward.

Page 2 of 4

Quaterra Resources Inc. MD&A – Quarterly Highlights For the nine months ended September 30, 2020

Quaterra reached an agreement with Chuchuna Minerals Company in 2017. It has to provide $5 million over five years in exploration spending, later amended to six years, to earn a 90% interest in Groundhog. The Company is also required to pay a lump sum of $3 million at the end of the sixth year. Quaterra has provided $2.38 million to Chuchuna in terms of the agreement to date. Quaterra has no obligation to exercise its option and can terminate the agreement at its discretion annually.

Review of Operations and Financial Results

COVID-19 has a limited impact on the Company's operations. However, the coronavirus's threatened spread could continue to restrict people's movement, adversely affect the financing availability to the Company, may cause impairment indicators to rise in 2020.

In the second quarter of the year, the Company applied and received CAD 40,000 interest-free loan under the Canada Emergency Business Account ("CEBA") and an $89,000 forgivable loan under the U.S. Payroll Protection Program ("PPP") related to COVID-19. These funds are used to pay the Company's Canadian and U.S. employees, resulting in a lower salary expense for 2020. The Company will apply for the $89,000 PPP forgiveness when the financial institution starts to accept applications.

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 interest expenses on convertible notes, non-cash fair value changes in the derivative liabilities, unrealized gain or loss on the marketable securities, and share-based compensation.

Interest expenses were primarily related to the interest accretion on the convertible notes.

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

(In thousands of U.S. dollars except for per share amount)
	Q3'20	Q2'20	Q1'20	Q4'19	Q3'19	Q2'19	Q1'19	Q4'18

General administration	(326	(216	(303	(302	(364	(379	(457	(612
Fair value gain (loss) on derivative liabilities	(1	28	52	(50	135	341	(321	37
Foreign exchange (loss) gain	24	-	(2	(20	(9	(4	(10	23
Other expenses	(127	(31	(16	(12	(14	(44	(80	(74
Loss on settlement of convertible notes	(26	-	-	(15	2	-	-	-
Share-based compensation	(3	(168	(4	-	(7	(110	-	-
Gain (loss) on marketable securities	222	273	68	(77	64	62	(40	(219
Net loss	(237	(114	(205	(476	(193	(134	(908	(845
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 operation has been dependent on funding proceeds from sales of some of its assets and the limited issuance of certain financial instruments.

Page 3 of 4

During the nine months ended September 30, 2020, the Company spent $957,000 in operating activities and $1,116,000 in mineral property maintenance and technical work. The CAD 40,000 CEBA loan is interest-free until December 31, 2022; if CAD 30,000 is repaid by then, CAD 10,000 will be forgiven.

Under several mineral property option agreements, the Company is obliged, at its discretion, to maintain the good standing of these mineral properties and meet required work commitments for a combined $1,000,000 ($965,000 paid) in 2020.

The CAD 500,000 convertible notes were fully repaid in August 2020.

As of November 10, 2020, the Company has cash of $900,000 and believes its working capital can sustain its operations for the next 12 months.

Related Party Information

Manex Resources Group ("Manex") is a private company controlled by the Corporate Secretary of the Company, which provides office premises and general corporate services to a group of public listed companies, one of which is the Company. During the nine months ended September 30, 2020, the Company paid Manex CAD 67,500 for its Vancouver office space.

Outstanding Share Data

As of November 10, 2020, 218,715,610 common shares were issued and outstanding; 11,000,000 and 1,769,230 warrants were outstanding exercisable at $0.05 and CAD 0.065 until the third quarter of 2022; 14,690,000 stock options were 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, which is 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").

All statements, other than statements of historical fact, that address activities, events or developments that the Company believes, expects or anticipates will, may, could or might occur in the futures are Forward-Looking Statements. The words such as "believe", "anticipate", "expect", "estimate", "strategy", "plan", "intend", "may", "could", "would", "should", or similar expressions are intended to identify Forward-Looking Statements.

The forward-looking statements contained in this MD&A are based on the beliefs, expectations, and opinions of management on the date 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, Gerald Prosalendis, 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 September 30, 2020.
No misrepresentations**:** Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

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

Date: November 10, 2020

"Gerald Prosalendis"

_______________________

Gerald Prosalendis

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 September 30, 2020.
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: November 10, 2020

"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.

Lion Copper Corp 6-K, filed Nov 10, 2020

About this 6-K