QUATERRA RESOURCES INC.
Annual Meeting of Common Shareholders
June 12, 2013
REPORT OF VOTING RESULTS
In accordance with Section 11.3 of National Instrument 51-102
Continuous Disclosure Obligations
| SHARES REPRESENTED AT THE MEETING: | 115,261,560 |
| TOTAL OUTSTANDING AS AT RECORD DATE: | 162,990,836 |
The following matters were voted upon at the Annual Meeting of Shareholders of Quaterra Resources Inc. (the “Company”) held on June 12, 2013 in Vancouver, B.C. Each of the matters is described in greater detail in the 2013 Notice of Annual General Meeting of Shareholders and Information Circular dated May 8, 2013 (the “Circular”).
The number of Directors to be elected at the Meeting for the ensuing year was set at seven. The results were as follows:
| | Votes for | Percent | Votes Against | Percent |
| | 102,562,442 | 91.65% | 9,346,605 | 8.35% |
The following seven nominees proposed by management were elected as Directors of the Company to serve until the next annual general meeting of shareholders of the Company, or until their successors are elected or appointed. The results were as follows:
| | Name of Nominee | Votes for | Percent | Votes Withheld | Percent |
| | Thomas C. Patton | 41,126,520 | 90.88% | 4,127,802 | 9.12% |
| | Tracy Stevenson | 37,760,897 | 83.44% | 7,493,425 | 16.56% |
| | Lawrence P. Page, Q.C. | 32,206,687 | 71.17% | 13,047,635 | 28.83% |
| | LeRoy Wilkes | 37,589,052 | 83.06% | 7,665,270 | 16.94% |
| | John Kerr | 37,763,897 | 83.45% | 7,490,425 | 16.55% |
| | Anthony Walsh | 37,798,997 | 83.53% | 7,455,325 | 16.47% |
| | Todd Hilditch | 42,320,270 | 93.52% | 2,934,052 | 6.48% |
Smythe Ratcliffe, Chartered Accountants were re-appointed as auditors of the Company and the directors were authorized to fix the remuneration to be paid to the auditors. The results were as follows:
| | Votes for | Percent | Votes Withheld | Percent |
| | 112,960,253 | 98.24% | 2,029,014 | 1.76% |
The Company’s 2013 Stock Option Plan was approved and the number of stock options to be granted under the 2013 Plan is a rolling 10% of the number of outstanding issued common shares of the Company, from time to time, less the number of outstanding stock options. The results were as follows:
| | Votes for | Percent | Votes Against | Percent |
| | 38,584,551 | 85.26% | 6,669,771 | 14.74% |
| | 5. | Shareholder Rights Plan |
The Company’s Shareholder Rights Plan was approved and the Company was authorized to enter into an agreement with Computershare Investor Services Inc. as rights agent in this regard. The results were as follows:
| | Votes for | Percent | Votes Against | Percent |
| | 39,643,721 | 87.60% | 5,610,601 | 12.40% |
Vancouver, B.C.
June 13, 2013
