Abstract: Under the background of financial crisis, mining enterprises of our country "go out" through several ways positively, and taking part in overseas merger and acquisition is the main way now. Because there are many unpredicted factors on politics, national culture and resource information between different countries and areas, overseas merger and acquisition of enterprises will encounter more and larger risks. This paper integrates the situation and characteristics of overseas mining merger and acquisition, analyzes five risks such as political risk etc, and offers five suggestions on avoiding those risks.