QTA Quaterra Resources Inc

Quaterra Resources Inc. ("Quaterra" or "the Company") (TSX
VENTURE:QTA)(OTCQX:QTRRF) today announced that it is seeking TSX Venture
Exchange ("TSX-V") approval for a non-brokered private placement of up to
US$500,000 of units (the "Units"), each Unit comprised of Non-Transferable
Convertible Redeemable US$1,000 Principal Amount Promissory Notes (the "Notes")
and 11,442 Non-Transferable Share Purchase Warrants (the "Warrants").


Description of Securities

Notes: Each Note will be non-transferable and convertible into common shares of
Quaterra ("Shares"). The principal and interest of each Note will become due and
payable (the "Due Date") eighteen months (the "Term") after the date of issuance
of the Note (the "Closing Date"), unless the Note is earlier converted or
redeemed. Each Note will bear simple interest at a rate of 10% per annum in
arrears payable to the extent accrued on the earlier of the Due Date of the
Note, conversion or redemption. Subject to provisions to be set forth in each
Note, upon conversion or redemption, interest will be paid in the form of Shares
at the Market Price determined in accordance with the policies of the TSX-V. The
Company has no present intention of listing the Notes on any exchange and
currently there is no published market for any Notes of the Company. The issue
of the Notes will not restrict or prevent the Company from obtaining any other
financing, or from issuing additional securities or rights, during the period
within which the Notes are outstanding.


At any time after the expiration of (4) four months after the Closing Date, the
holder of a Note may convert the Note into Shares in the ratio of CDN$0.095 of
Note converted during the first 12 months of the Term, or CDN$0.10 of Note
converted during the last 6 months of the Term, to one Share. Any interest
payable will be converted into Shares at the Market Price determined in
accordance with the policies of the TSX-V. However, as to any Note, the Company
will reserve the right to pay some or all of the interest in cash (U.S. funds)
if necessary to satisfy any regulatory standard. In the event that, at any time
after the expiration of (4) four months after the Closing Date, the Company's
common shares have achieved or exceeded a closing price of CDN$0.12 per share
for a 10 consecutive trading day period on the TSX-V, the Notes will be
automatically redeemed and converted into Shares in the ratio of CDN$0.095 of
Note redeemed during the first 12 months of the Term, or CDN$0.10 of Note
converted during the last 6 months of the Term, for one Share. Any interest
payable will be converted into Shares at the Market Price determined in
accordance with the policies of the TSX-V. However, as to any Note, the Company
will reserve the right to pay some or all of the interest in cash (U.S. funds)
if necessary to satisfy any regulatory standard.


At any time after the expiration of (4) four months after the Closing Date, the
Company may, prior to conversion, on 30 days notice in writing redeem the Notes
by paying the holders, in cash, the principal amount of the Notes together with
interest, in cash or, at the Company's option, in Shares at the Market Price
determined in accordance with the policies of the TSX-V, at the rate of 15% per
annum calculated from the date of issue of the Notes.


Warrants: Each Warrant will be non-transferable and entitle the holder at any
time after the expiration of (4) four months after the Closing Date to purchase
common shares in the capital of the Company as constituted on the Closing Date
(each such common share referred to as a "Warrant Share") at a price of CDN$0.16
per Warrant Share at any time on or before 4:00 p.m. (Vancouver time) on the
"Expiry Date", being the first business day that is 18 months after the Closing
Date; provided that, in the event that, at any time after (4) four months after
the Closing Date, the Company's common shares have achieved or exceeded a
closing price of CDN$0.20 per share for a 10 consecutive trading day period on
the TSX-V, the Company may accelerate the Warrant expiry date to 30 days after
notice is given. 


The Company has no present intention of listing the Warrants on any exchange and
currently there is no published market for any warrants of the Company. The
issue of the Warrants will not restrict or prevent the Company from obtaining
any other financing, or from issuing additional securities or rights, during the
period within which the Warrants may be exercised.


There are no finder's fees associated with this transaction. 

On behalf of the Board of Directors,

Scott B. Hean, Chief Financial Officer

Quaterra Resources Inc.

This press release, required by applicable Canadian laws, is not for
distribution to U.S. news services or for dissemination in the United States,
and does not constitute an offer of the securities described herein. These
securities offered have not been and will not be registered under the United
States Securities Act of 1933, as amended, or any State securities laws, and may
not be offered or sold in the United States or to U.S. persons unless registered
or exempt therefrom.


Neither TSX Venture Exchange nor its Regulation Services Provider (as that term
is defined in Policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this release.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Quaterra Resources Inc.
Scott Hean
CFO
604-641-2747 (office) or 778-834-5461 (cell)
shean@quaterra.com

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