Changes in Registrant’s Certifying Accountant.
As previously announced in a Current Report
on Form 8-K filed by Rosehill Resources Inc. (the “Company”) on May 3, 2017, on April 27, 2017, the Board of Directors
of the Company elected to dismiss Marcum LLP (“Marcum”) as the Company’s independent registered public accounting
firm effective upon the filing of the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2017 (the
“Quarterly Report”). On May 15, 2017, the Company filed the Quarterly Report. As a result of the filing of the Quarterly
Report, Marcum’s appointment as the Company’s independent registered public accounting firm ended, and BDO USA LLP’s
(“BDO”) appointment as the Company’s registered public accounting firm became effective.
For the fiscal year ended December 31,
2016 and the period from September 21, 2015 (inception) through December 31, 2015, Marcum’s audit report on the Company’s
financial statements did not contain an adverse opinion or disclaimer of opinion, nor was it qualified as to audit scope or accounting
principles, except that it contained an emphasis paragraph with respect to the uncertainty about the Company’s ability to
continue as a going concern. During the fiscal year ended December 31, 2016, the period from September 21, 2015 (inception) through
December 31, 2015 and the subsequent interim period preceding Marcum’s dismissal, (i) there were no “disagreements”
(as described in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and Marcum on any matter
of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if
not resolved to Marcum’s satisfaction, would have caused Marcum to make reference in connection with Marcum’s opinion
to the subject matter of the disagreement; and (ii) there were no “reportable events” as the term is described in Item
304(a)(1)(v) of Regulation S-K.
We furnished a copy of this disclosure
to Marcum and requested that Marcum furnish us with a letter addressed to the SEC stating whether such firm agrees with the above
statements or, if not, stating the respects in which it does not agree. We have received the requested letter from Marcum, and
a copy of the letter is filed with this Current Report on Form 8-K as Exhibit 16.1.
BDO was the independent registered public
accounting firm for Rosehill Operating LLC (“Rosehill Operating”) prior to the Business Combination and provided audit
opinions in connection with Rosehill Operating’s financial statements for the fiscal years ended December 31, 2015 and 2016.
During the two most recent fiscal years and through the subsequent interim period preceding BDO’s engagement, the Company
has not consulted with BDO regarding (1) the application of accounting principles to a specified transaction, either completed
or propose, (2) the type of audit opinion that may be rendered on the Company’s financial statements or (3) any matter
that was the subject of a disagreement as defined in Item 304(a)(1)(iv) of Regulation S-K, or a reportable event, as defined in
Item 304(a)(1)(v) of Regulation S-K. In addition, BDO did not provide any written or oral advice to the Company that BDO concluded
was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting