ASSIGNMENT OF DEBT

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Exhibit 10.27

ASSIGNMENT OF DEBT

THIS ASSIGNMENT OF DEBT ("Agreement") is made on the 9th day of May 2005, by and between:

1.

PT Masmindo Eka Sakti (as the "Assignor"); and

2.

Vista Gold Corp (as the "Assignee").

In this Agreement, the Assignor and the Assignee shall be referred to jointly as the "Parties" and individually as the "Party".

BACKGROUND

A.

This Agreement relates to the debt between PT Masmindo DWI Area as the debtor ("Debtor") and the Assignee as the lender.

B.

The debt owing by the Assignor to the Assignee on the date hereof is US $217,469.08 inclusive of any applicable interest ("Outstanding Amount").

AGREEMENT

1.

INTERPRETATION

1.1

Definitions and Constructions.    In this Agreement unless the context otherwise requires:

"Debt" means any and all receivables, rights, title and interests of the Assignor over the Outstanding Amount and all rights and entitlements under the debt, including but not limited to the right to receive repayment of the Outstanding Amount and any other rights related thereto under any applicable laws and regulations.

"Effective Date" means the date hereof.

2.

ASSIGNMENT

2.1

Assignment.    On the Effective Date, the Assignor hereby sells, assigns and transfers to the Assignee free from all encumbrances the Debt and the Assignee hereby purchases and accepts the assignment and transfer of the Debt from the Assignor.

2.2

Assumption.    The Assignee hereby agrees, on the Effective Date, to assume and be bound by the Assignor's obligations, duties and liabilities under the Debt.

1

2.3

Notice of Assignment.    To give effect to the sale, assignment and transfer of the Assigned Rights under this Agreement to the Assignee, the Assignor shall notify and obtain acknowledgment in writing from the Debtor in a form as set out in Sch