ASSIGNMENT OF DEBT

Assignment Agreement

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This Assignment Agreement involves

VISTA GOLD CORP | CONTINENTAL GOLDFIELDS LIMITED

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Title: ASSIGNMENT OF DEBT
Date: 3/31/2006
Industry: GLDSLV Sector: BASICM

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Exhibit 10.28

ASSIGNMENT OF DEBT

THIS DEED is made on the 5th day of May 2005.

BETWEEN:	CONTINENTAL GOLDFIELDS LIMITED (ACN 009 206 473) a company duly incorporated in the state of Western Australia and having its registered office at 945 Wellington Street, West Perth in the said State ("the Assignor").
AND:	VISTA GOLD CORP a corporation continued under the terms of the Yukon territory and having its registered office at Suite 5, 7961 Shaffer Parkway, Littleton, Colorado in the United States of America ("the Assignee").

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

BACKGROUND

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

The debt owing by the Assignor to the Assignee on the date hereof is US $ 27,948.00 inclusive of any applicable interest ("Outstanding Amount").

AGREEMENT

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.

ASSIGNMENT

2.1

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