Abstract: On the basis of identification of major risk in merger and acquisition of domestic mining projects, establishment of the evaluation index system and determination of weight by Delphi method, this article introduces cloud model to matter element analysis, therefore, put forward a risk assessment model on merger and acquisition of cloud matter element model based domestic project; taking the merger of Tungsten project of company B by Mining Group A as an example, the article uses Matlab to compute relevancy of each evaluation index on risk levels. A conclusion is drawn that the risk grade on industry, market and finance is general; mineral resources, low and the overall risk evaluation of the project is general.