TELE NORTE CELULAR PARTICIPAÇÕES S.A.
Publicly-held Company
Corporate Taxpayer’s ID (CNPJ) # 02.558.154/0001 -29
Company Registration (NIRE) # 5330000576-1

SHARE GROUPING - IMPORTANT FACTS

According to Board of Director’s Meeting held on 05/31/2007, Tele Norte Celular Participações S.A. (“Company”) informs that the management will submit to the Extraordinary General Shareholders’ Meeting of the Company, to be summoned as required by law, the proposal for the share grouping of their share capital, as follows:
I – Share Grouping: The shares will be grouped from the ratio of 50,000 (fifty thousand) shares per round lot to 1 (one) share of the same type.
II – The objective: (1) to adjust the unit quotation value of the shares to a more adequate level from a stock market perspective, since the quotation of the shares in units gives greater visibility as compared with the price per lot of 1,000 (one thousand) shares; (2) to reduce operating costs to the Company and its shareholders; and (3) to increase the efficiency of the systems of records, reporting controls, as well as the disclosure of information to the shareholders.
III – Notice to Shareholders: Once the grouping is approved by the Extraordinary General Shareholders' Meeting, the Company will disclose Notice to the Shareholders establishing a period of 30 (thirty) days, as of the publication of the notice, for the shareholders, at their own criterion, to adjust their equity position, buying or selling, by type, into lots that are multiples of 50,000 (fifty thousand) shares through trading on the São Paulo Stock Exchange - BOVESPA or on over-the-counter market.
IV - Unit Quotation: Once the period established for the adjustment has expired, the share of the share capital of the Company will be grouped and traded with unit quotation.
V - Sale of the Fractional Shares: The eventual remaining fractional shares will be separated, grouped in whole numbers and sold in an auction to be carried out on the São Paulo Stock Exchange, with the respective values of the sale being made available to the respective shareholder, after the final settlement of the sale, as follows: (1) the amount corresponding to the shareholders held in custody at the Companhia Brasileira de Liquidação e Custódia - CBLC shall be credited directly to the CBLC, which will be responsible for transferring it to the shareholders through the brokerage firms, (2) the other shareholders shall appear at the agency of Banco ABN AMRO Real S.A. of their preference to receive their respective amounts, and (3) for those shareholders whose shares are blocked or whose records are not updated, the amount will be retained by the Company and made available at Banco ABN AMRO Real S.A. (Depositary Institution) to the applicable shareholder for payment upon presentation of proper documentation evidencing the unblocking of the shares or identification for the record, as the case may be.
VI – ADR – American Depositary Receipt: The ADR Shareholders, representative of the preferred shares issued by the Company will be changed from their current ratio to 1 (one) share per ADR. At last, the Board of Directors of the Company authorized the Management to practice all the acts required for the accomplishment of the share grouping operation.
Brazil, Belo Horizonte (MG), May 31^st, 2007.
Oscar Thompson
Investor Relations Officer