Hennessy Capital Acquisition Corp. III Announces Record and Meeting Dates for Special Meeting of Stockholders to Approve Purchase of NRC Group Holdings, LLC

– Special meeting of stockholders to approve proposed business
combination with NRC Group to be held October 17, 2018 –

– Record date for the special meeting will be October 1, 2018 –

NEW YORK–(BUSINESS WIRE)–Hennessy Capital Acquisition Corp. III (NYSE American: HCAC.U, HCAC,
HCAC.WS) (“HCAC” or the “Company”) today announced that HCAC has set a
record date of October 1, 2018 (the “Record Date”) and a meeting date of
October 17, 2018 for the special meeting of HCAC stockholders (the
“Special Meeting”) to approve HCAC’s proposed acquisition of all of the
issued and outstanding membership interests of NRC Group Holdings, LLC
(“NRC Group”) from JFL-NRC-SES Partners, LLC (the “Business
Combination”). HCAC’s stockholders of record at the close of business on
October 1, 2018 are entitled to receive notice of the Special Meeting
and to vote the shares of common stock of HCAC owned by them at the
Special Meeting. There is no requirement that stockholders affirmatively
vote for or against the Business Combination at the Special Meeting in
order to redeem their shares for cash.

As announced previously, the Business Combination will result in NRC
Group becoming a direct wholly-owned subsidiary of HCAC. The Company
will be renamed “NRC Group Holdings Corp.” upon completion of the
Business Combination, and its common stock and warrants are expected to
be traded on the NYSE American under the new symbols “NRCG” and “NRCG
WS,” respectively. At the closing of the Business Combination, HCAC’s
units will separate into their component shares of HCAC common stock and
warrants to purchase one share of HCAC common stock, and cease separate
trading.

The Record Date determines the holders of HCAC’s common stock entitled
to receive notice of and to vote at the Special Meeting, and at any
adjournment or postponement thereof, whereby stockholders will be asked
to approve and adopt the previously announced Purchase Agreement, dated
as of June 25, 2018 and amended as of July 12, 2018 (as may be further
amended from time to time, the “Purchase Agreement”), by and between the
Company and JFL-NRC-SES Partners, LLC (“JFL Partners”), and such other
proposals as disclosed in the proxy statement relating to the Special
Meeting. If the Business Combination is approved by HCAC stockholders,
HCAC anticipates closing the Business Combination shortly after the
Special Meeting, subject to the satisfaction or waiver (as applicable)
of all other closing conditions.

The Special Meeting will take place at 9:00 a.m. Eastern Time, on
October 17, 2018 at the offices of Sidley Austin LLP, 787 Seventh
Avenue, New York, New York 10019.

A list of HCAC stockholders entitled to vote at the Special Meeting will
be open to the examination of any HCAC stockholder, for any purpose
germane to the Special Meeting, during regular business hours for a
period of ten calendar days before the Special Meeting.

About Hennessy Capital Acquisition Corp. III

Hennessy Capital Acquisition Corp. III is a blank check company founded
by Daniel J. Hennessy and formed for the purpose of effecting a merger,
capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination with one or more
businesses. The Company’s acquisition and value creation strategy is to
identify, acquire and, after its initial business combination, build an
industrial/infrastructure manufacturing, distribution or services
business.

Additional Information About the Proposed Business Combination and
Where to Find It

The proposed Business Combination will be submitted to stockholders of
the Company for their consideration. The Company has filed with the
Securities and Exchange Commission (the “SEC”) an amended preliminary
proxy statement on September 21, 2018 (and intends to file with the SEC
a definitive proxy statement) in connection with the Business
Combination and related matters and will mail a definitive proxy
statement and other relevant documents to its stockholders as of the
Record Date. The Company’s stockholders and other interested persons are
advised to read the amended preliminary proxy statement and, once
available, any further amendments thereto and the definitive proxy
statement, in connection with the Company’s solicitation of proxies for
the Special Meeting and related matters, because these documents will
contain important information about the Company, NRC Group and the
Business Combination. Stockholders may also obtain a copy of the proxy
statement as well as other documents filed with the SEC regarding the
Business Combination and other documents filed with the SEC by HCAC,
without charge, at the SEC’s website located at www.sec.gov
or by directing a request to Nicholas A. Petruska, Executive Vice
President, Chief Financial Officer, 3485 North Pines Way, Suite 110,
Wilson, Wyoming 83014 or by telephone at (312) 803-0372.

Participants in the Solicitation

The Company, JFL Partners, NRC Group, and certain of their respective
directors, executive officers and other members of management and
employees may, under SEC rules, be deemed to be participants in the
solicitations of proxies from the Company’s stockholders in connection
with the Business Combination. Information regarding the persons who
may, under SEC rules, be deemed participants in the solicitation of the
Company’s stockholders in connection with the Business Combination is
set forth in the Company’s proxy statement. You can find more
information about the Company’s directors and executive officers in the
Company’s Annual Report on Form 10-K for the year ended December 31,
2017, filed with the SEC on April 2, 2018. Additional information
regarding the participants in the proxy solicitation and a description
of their direct and indirect interests are included in the Company’s
proxy statement, which can be obtained free of charge from the sources
indicated above.

Forward-Looking Statements

This news release includes, or incorporates by reference,
“forward-looking statements” within the meaning of the “safe harbor”
provisions of the United States Private Securities Litigation Reform Act
of 1995. Forward-looking statements may be identified by the use of
words such as “estimate,” “plan,” “project,” “forecast,” “intend,”
“expect,” “anticipate,” “believe,” “seek,” “target” or other similar
expressions that predict or indicate future events or trends or that are
not statements of historical matters. Such forward-looking statements
include, but are not limited to: (1) references with respect to the
anticipated benefits of the Business Combination; (2) the projection of
future financial performance of NRC Group, NRC Group’s operating
companies and HCAC following the Business Combination; (3) changes in
the market for NRC Group’s services and expansion plans and
opportunities; (4) future acquisition or additional business
combinations; (5) the financing component of the Business Combination,
including any related subscription agreements; (6) the sources and uses
of cash; (7) the management and board composition of the Company
following the Business Combination; (8) the anticipated capitalization
and enterprise value of the Company following the Business Combination;
(9) the continued listing of the Company’s securities on the NYSE
American; and (10) the expected closing date of the Business Combination.

These forward-looking statements are not guarantees of future results
and are subject to various risks, uncertainties and assumptions that
could cause actual results to differ materially and adversely from those
expressed in any forward-looking statement, and which include, but are
not limited to, the following factors: (1) the occurrence of any event,
change or other circumstances that could give rise to the termination of
the Purchase Agreement; (2) the outcome of any legal proceedings that
may be instituted against NRC Group, JFL Partners or the Company
following announcement of the Business Combination and related
transactions; (3) the inability to complete the transactions
contemplated by the Purchase Agreement due to the failure to obtain
approval of the stockholders of the Company, consummate the anticipated
financing, or satisfy other conditions to the closing of the Business
Combination; (4) the ability to obtain or maintain the listing of the
Company’s securities on the NYSE American following the Business
Combination; (5) the risk that the Business Combination disrupts the
parties’ current plans and operations as a result of the announcement
and consummation of the transactions described herein; (6) the ability
to recognize the anticipated benefits of the Business Combination, which
may be affected by, among other things, competition and the ability of
the combined business to grow and manage growth profitably; (7)
unexpected costs, charges or expenses related to or resulting from the
Business Combination; (8) changes in applicable laws or regulations; (9)
the possibility that NRC Group or the Company may be adversely affected
by other economic, business, and/or competitive factors; and (10) other
risks associated with the Business Combination, as more fully discussed
in the proxy statement filed by the Company with the SEC in connection
with the Business Combination. Investors and potential investors are
urged not to place undue reliance on forward-looking statements in this
news release, which speak only as of this date. Neither the Company nor
JFL Partners nor NRC Group undertakes any obligation to revise or update
publicly any forward-looking statement to reflect future events or
circumstances. Nothing contained herein constitutes or will be deemed to
constitute a forecast, projection or estimate of the future financial
performance of the Company, NRC Group, or the combined company,
following the implementation of the Business Combination or otherwise.
In addition, actual results are subject to other risks identified in the
Company’s prior and future filings with the SEC, available at www.sec.gov.

No Offer or Solicitation

This news release does not constitute an offer to sell or the
solicitation of an offer to buy any securities, or a solicitation of any
vote or approval, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any
such jurisdiction.

Contacts

Hennessy Capital Acquisition Corp. III
Nicholas A. Petruska,
Executive Vice President and CFO
(312) 803-0372
npetruska@hennessycapllc.com
or
Liolios
Group, Investor Relations
Cody Slach
(949) 574-3860
HCAC@liolios.com

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