Form 45-106F6
British Columbia Report of Exempt Distribution
This is the form required under section 6.1 of National Instrument 45-106 for a report of exempt distribution in British Columbia.
Issuer/underwriter information
Item 1: Issuer/underwriter name and contact information
A. State the following:
- the full name of the issuer of the security distributed. Include the former name of the issuer if its name has changed since this report was last filed;
Quaterra Resources Inc. (the “Issuer”) - the issuer’s website address; and
www.quaterra.com - the address, telephone number and email address of the issuer’s head office.
Suite 1100, 1199 West Hastings Street, Vancouver, BC, V6E 3T5
Tel: (604) 681-9059 Email: lpage@mnxltd.com
B. If an underwriter is completing this report, state the following:
- the full name of the underwriter;
- the underwriter’s website address; and
- the address, telephone number and email address of the underwriter’s head office.
Item 2:Reporting issuer status
A. State whether the issuer is or is not a reporting issuer and, if reporting, each of the jurisdictions in which it is reporting.
The Issuer is a reporting issuer in the provinces of British Columbia and Alberta.
B. If the issuer is an investment fund managed by an investment fund manager registered in a jurisdiction of Canada, name the investment fund manager and state the jurisdiction(s) where it is registered.
Item 3: Issuer’s industry
Indicate the industry of the issuer by checking the appropriate box below.
| [ ] Bio-tech | Mining |
| Financial Services | [ x ] exploration/development |
| [ ] investment companies and funds | [ ] production |
| [ ] mortgage investment companies | [ ] Oil and gas |
| [ ] Forestry | [ ] Real estate |
| [ ] Hi-tech | [ ] Utilities |
| [ ] Industrial | [ ] Other (describe) |
| | _________________________________ |
Item 4: Insiders and promoters of non-reporting issuers
If the issuer is an investment fund managed by an investment fund manager registered in a jurisdiction of Canada, do not complete this table.
If the issuer is not a reporting issuer in any jurisdiction of Canada, complete the following table by providing information about each insider and promoter of the issuer. If the insider or promoter is not an individual, complete the table for directors and officers of the insider or promoter.
| Information about insiders and promoters |
Full name, municipality and
country of principal
residence
| All positions held (e.g.,
director, officer, promoter
and/or holder of more than
10% of voting securities)
| Number and type of
securities of the issuer
beneficially owned or,
directly or indirectly
controlled, on the
distribution date,
including any securities
purchased under the
distribution | Total price paid for all
securities beneficially
owned or, directly or
indirectly controlled, on
the distribution date,
including any securities
purchased under the
distribution
(Canadian $) |
| | | | |
| | | | |
Details of distribution
Item 5: Distribution date
State the distribution date. If this report is being filed for securities distributed on more than one distribution date, state all distribution dates.
October 3, 2014
Item 6: Number and type of securities
For each security distributed:
- describe the type of security;
non-transferable share purchase warrants (“Warrants”) - state the total number of securities distributed. If the security is convertible or exchangeable, describe the type of underlying security, the terms of exercise or conversion and any expiry date; and
19,000,000 Warrants, each Warrant exercisable to purchase one common share ofthe Issuer at a price of US$0.16 per share until September 10, 2019, subject to thefollowing vesting and termination provisions - the Warrants were issued pursuant tothe terms of an Asset Purchase Agreement dated September 10, 2014 in respect of the sale by the Issuer of certain mineral property interests (the “APA”) under which a portion of the Purchase Price was paid to the Issuer on October 3, 2014 and the balance of the Purchase Price is payable in 8 equal quarterly tranches commencing January 1, 2015 with vesting of the Warrants corresponding to such incremental payments of the Purchase Price such that 3,800,000 Warrants vested upon issuance of the 19,000,000 Warrants on October 3, 2014, and 1,900,000 Warrants will vest and will be thereafter exercisable upon each quarterly payment of the Purchase Price and, in the event of failure to make any quarterly payment of the Purchase Price, any Warrants that have not vested at the time of such failure shall thereupon immediately terminate and, upon any accelerated payment of the balance of the Purchase Price, any unvested Warrants at the time shall thereupon vest and be thereafter exercisable.
- if the issuer is an investment fund managed by an investment fund manager registered in a jurisdiction of Canada, state the exemption(s) relied on. If more than one exemption is relied on, state the amount raised using each exemption.N/A
Item 7: Geographical information about purchasers
Complete the following table for each Canadian and foreign jurisdiction where purchasers of the securities reside. Do not include in this table information about securities issued as payment of commissions or finder’s fees disclosed under item 9 of this report. The information provided in this table must reconcile with the information provided in item 8 and Schedules I and II.
Each Canadian and foreign jurisdiction
where purchasers reside
| Number of
purchasers
| Price per security
(Canadian $)1
| Total dollar value
raised from purchasers
in the jurisdiction
(Canadian $) |
| U.S.A. | 1 | Nil* | Nil* |
| Total number of Purchasers | 1 | |
Total dollar value of distribution in all
jurisdictions (Canadian $) |
| Nil*
|
*The Warrants were issued pursuant to the terms of the APA described in Item 6.
Note 1: If securities are issued at different prices, list the highest and lowest price for which the securities were sold.
Item 8: Information about purchasers
Instructions
A. If the issuer is an investment fund managed by an investment fund manager registered in a jurisdiction of Canada, do not complete this table.
B. Information about the purchasers of securities under the distribution is required to be disclosed in different tables in this report. Complete
- the following table for each purchaser that is not an individual, and
- the tables in Schedules I and II of this report for each purchaser who is an individual.
Do not include in the tables information about securities issued as payment of commissions or finder’s fees disclosed under item 9 of this report.
C. An issuer or underwriter completing this table in connection with a distribution using the exemption in subparagraph 6.1(1)(j) [TSX Venture Exchange offering] of National Instrument 45-106Prospectus and Registration Exemptions may choose to replace the information in the first column with the total number of purchasers, whether individuals or not, by jurisdiction. If the issuer or underwriter chooses to do so, then the issuer or underwriter is not required to complete the second column or the tables in Schedules I and II.
| Information about non-individual purchasers |
Full name and address of
purchaser and name and
telephone number of a
contact person
| Indicate if the
purchaser is an
insider (I) of the
issuer or a
registrant (R) | Number and type
of securities
purchased
| Total purchase
price
(Canadian $)
| Exemption
relied on
| Date of
distribution
(yyyy-mm-dd)
|
Freeport-McMoRan
Mineral Properties Inc.
333 N Central Ave
Phoenix AZ 85004 USA
Robert Risley
(602) 366-8082 | N/A
| 19,000,000
Warrants
| Nil*
| NI 45-106
section 2.3
| 2014-10-03
|
*The Warrants were issued pursuant to the terms of the APA described in Item 6.
Commissions and finder’s fees
Item 9: Commissions and finder’s fees
Instructions
A. Complete the following table by providing information for each person who has received or will receive compensation in connection with the distribution(s). Compensation includes commissions, discounts or other fees or payments of a similar nature. Do not include information about payments for services incidental to the distribution, such as clerical, printing, legal or accounting services.
B. If the securities being issued as compensation are or include convertible securities, such as warrants or options, add a footnote describing the terms of the convertible securities, including the term and exercise price. Do not include the exercise price of any convertible security in the total dollar value of the compensation unless the securities have been converted.
Full name
and address
of the person
being
compensated
| Indicate if
the person
being
compensated
is an insider
issuer (I) of the or a
registrant (R) | Compensation paid or to be paid (cash and/or securities) |
(Canadian Cash
|
$)
| Securities |
Total dollar
compensation value of
(Canadian $) |
Number and type
issued of securities
|
Price per
(Canadian security $)
|
Exemption
date relied of on and
distribution
(yyyy-mm-dd) |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
Certificate
On behalf of the issuer, I certify that the statements made in this report are true.
| Date:October 9, 2014 |
| |
| Quaterra Resources Inc. |
| Name of issuer (please print) |
| Lawrence Page, Q.C., Corporate Secretary, (604) 641-2770 |
| Print name, title and telephone number of person signing |
| “Lawrence Page” |
| Signature |
Instruction
The person certifying this report must complete the information in the square brackets by deleting the inapplicable word. For electronic filings, substitute a typewritten signature for a manual signature.
Item 10: Contact information
State the name, title and telephone number of the person who may be contacted with respect to any questions regarding the contents of this report, if different than the person signing the certificate.
IT IS AN OFFENCE TO MAKE A MISREPRESENTATION IN THIS REPORT.
Notice - Collection and use of personal information
The British Columbia Securities Commission collects and uses the personal information required to be included in this report for the administration and enforcement of theSecurities Act. If you have any questions about the collection and use of this information, contact the British Columbia Securities Commission at the following address:
| British Columbia Securities Commission |
| P.O. Box 10142, Pacific Centre |
| 701 West Georgia Street |
| Vancouver, British Columbia V7Y 1L2 |
| Telephone: (604) 899-6500 |
| Toll free across Canada: 1-800-373-6393 |
| Facsimile: (604) 899-6581 |
